COMMON STOCK PURCHASE AGREEMENT
Exhibit
10.1
THIS COMMON STOCK PURCHASE
AGREEMENT (the “Agreement”) is made and entered into as of the tenth day of
April, 2008, by and between Fang Siping (the “Seller”), a record or beneficial
owner of shares of capital stock of China Valves Technology, Inc. (formerly,
Intercontinental Resources, Inc.), a Nevada corporation (the “Company”), and Xx
Xxx (the “Buyer”).
W I T N E
S S E T H:
WHEREAS,
the Seller owns an aggregate of 24,300,000 shares of common stock of the Company
bearing a restrictive legend; and
WHEREAS,
the Buyer wishes to purchase all 24,300,000 shares of such Company common stock
(the “Stock For Sale”) from the Seller;
NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Buyer and the Seller agree as
follows:
1. Agreement to Purchase and
Sell. The Seller will sell to the Buyer and the Buyer agrees
to purchase the Stock For Sale from the Seller. The Buyer agrees to
purchase the Stock for Sale for an aggregate purchase price of $10,000 (the
“Purchase Price”). The Buyer shall pay the Purchase Price to the
Seller by issuing to the Seller a promissory note (the “Promissory Note”),
substantially in the form attached hereto as Exhibit
A. The purchase of the Stock for Sale by the Buyer and the
sale of the Stock for Sale by the Seller shall occur on the date of this
Agreement (such date, the “Effective Date”).
2. Closing. On or before
the Effective Date, the Parties shall perform, in order:
a) The Buyer
shall deliver a fully executed copy of this Agreement to the
Seller;
b) The
Seller shall deliver a fully executed copy of this Agreement to the
Buyer;
c) The Buyer
shall pay the Purchase Price to the Seller by delivering to the Seller the
Promissory Note,
d) The
Seller shall deliver to the Buyer a stock certificate evidencing that the Stock
For Sale has been duly transferred to the Buyer;
3. Representations and
Warranties of Seller. The Seller hereby represents and
warrants to the Buyer, for a period of twelve (12) months from the Effective
Date, that the statements in the following paragraphs of this Section 3 are all
true and complete as of the Effective Date:
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a) Title to
Stock. The Seller is the record and beneficial owner and has
sole managerial and dispositive authority with respect to the Stock For Sale and
has not granted any person a proxy that has not expired or been validly
withdrawn. The sale and delivery of the Stock For Sale to the Buyer
pursuant to this Agreement will vest in the Buyer the legal and valid title to
the Stock For Sale, free and clear of all liens, security interests, adverse
claims or other encumbrances of any character whatsoever (“Encumbrances”) (other
than Encumbrances created by the Buyer and restrictions on resales of the Stock
For Sale under applicable securities laws).
b) Full Power and
Authority. The Seller represents that he has full power and
authority to enter into this Agreement.
4. Representations and
Warranties of Buyer. The Buyer hereby represents and warrants to the
Seller that the statements in the following paragraphs of this Section 4 are all
true and complete as of the date hereof:
a) Exempt
Transaction. The Buyer understands that the offering and sale of the
Stock For Sale is intended to be exempt from registration under the Securities
Act of 1933, as amended (the “Act”) and exempt from registration or
qualification under any state securities law.
b) Full Power and
Authority. The Buyer represents that he has full power and
authority to enter into this Agreement.
c) Stock. The
Stock For Sale to be purchased by the Buyer hereunder will be acquired for
investment for the Buyer’s own account, not as a nominee or agent, and not with
a view to the public resale or distribution thereof, and the Buyer has no
present intention of selling, granting any participation in, or otherwise
distributing the same.
d) Information Concerning the
Company. The Buyer has conducted his own due diligence with
respect to the Company and its liabilities and believes he has enough
information upon which to base an investment decision in the Stock for
Sale. The Buyer acknowledges that the Seller has made no
representations with respect to the Company, its status, or the existence or
non-existence of liabilities in the Company except as explicitly stated in this
Agreement. The Buyer is taking the Stock For Sale “as is” and
acknowledges and assumes all liabilities relating to the Stock For
Sale.
e) Investment
Experience. The Buyer understands that the purchase of the
Stock for Sale involves substantial risk. The Buyer (i) has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of the Buyer’s investment in
the Stock for Sale and (ii) has such knowledge and experience in financial, tax
and business matters so as to enable the Buyer to evaluate the merits and risks
of an investment in the Stock for Sale, to protect the Buyer’s own interests in
connection with the investment and to make an informed investment decision with
respect thereto.
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f) No Oral
Representations. No oral or written representations have been made other
than or in addition to those stated in this Agreement. The Buyer is
not relying on any oral statements made by the Seller or the Seller's
representatives or affiliates in purchasing the Stock for Sale.
g) Restricted
Securities. The Buyer understands that the Stock for Sale is
characterized as “restricted securities” under the Act inasmuch as it was
acquired from the Company in a transaction not involving a public
offering.
h) Opinion
Necessary. The Buyer acknowledges that if any transfer of the Stock
for Sale is proposed to be made in reliance upon an exemption under the Act, the
Company may require an opinion of counsel satisfactory to the Company that such
transfer may be made pursuant to an applicable exemption under the
Act. The Buyer acknowledges that a restrictive legend appears on the
Stock for Sale and must remain on the Stock for Sale until such time as it may
be removed under the Act.
5. Covenant Not to Xxx;
Indemnification.
a) Covenant Not to
Xxx. In consideration of this Agreement and the consideration
to the Buyer granted herein, the Buyer covenants and agrees, for himself and for
his agents, employees, legal representatives, heirs, executors or assigns (the
“Buyer Covenantors”), to refrain from making, directly or indirectly, any claim
or demand, or to commence, facilitate commencement or cause to be prosecuted any
action in law or equity against the Seller, its members, officers, directors,
agents, employees, attorneys, accountants, consultants, subsidiaries,
successors, affiliates and assigns (collectively, the “Seller Covenantees”), on
account of any damages, real or imagined, known or unknown, that any Buyer
Covenantor ever had, has or which may hereafter arise with respect to any and
all disputes, differences, controversies or claims arising out of or relating to
this Agreement and the transactions contemplated hereby, including but not
limited to any question regarding the existence, content, validity or
termination of this Agreement. The terms and conditions of this
Section 5(a) shall be a complete defense to any action or proceeding that may be
brought or instituted by any Buyer Covenantor against any Seller Covenantee, and
shall forever be a complete bar to the commencement or prosecution of any action
or proceeding with regard to this Agreement by any Buyer Covenantor against any
Seller Covenantee.
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b) Buyer
Indemnification. The Buyer shall indemnify and hold
harmless the Seller Covenantees from and against any and all losses,
damages, expenses, liabilities or claims arising or resulting from, directly or
indirectly, any breach by the Buyer of any representation, warranty or covenant
of the Buyer contained in this Agreement (collectively “Seller
Losses”). Seller Losses include, but are not limited to, all
reasonable legal fees, court costs and other expenses incurred by any Seller
Covenantee in connection with investigating, preparing, defending, paying,
settling or compromising any suit in law or equity arising out of this Agreement
or for any breach of this Agreement, in each case for which the Seller is
entitled to indemnification, notwithstanding the absence of a final
determination as to the Buyer’s obligation to reimburse any Seller Covenantee
for such Seller Losses and the possibility that such payments might later be
held to have been improper.
c) Seller
Indemnification. The Seller shall indemnify and hold harmless
the Buyer Covenantors from and against any and all losses, damages,
expenses, liabilities or claims arising or resulting from, directly or
indirectly, any breach by the Seller of any representation, warranty or covenant
of the Seller contained in this Agreement (collectively “Buyer
Losses”). Buyer Losses include, but are not limited to, all
reasonable legal fees, court costs and other expenses incurred by any Buyer
Covenantor in connection with investigating, preparing, defending, paying,
settling or compromising any suit in law or equity arising out of this Agreement
or for any breach of this Agreement, in each case for which any Buyer Covenantor
is entitled to indemnification, notwithstanding the absence of a final
determination as to the Seller’s obligation to reimburse any Buyer Covenantor
for such Buyer Losses and the possibility that such payments might later be held
to have been improper.
6. Governing Law;
Jurisdiction. Subject to the terms and conditions of Section 5
herein, any dispute, disagreement, conflict of interpretation or claim arising
out of or relating to this Agreement, or its enforcement, shall be governed by
the laws of the Commonwealth of Nevada. The Buyer and the Seller
hereby irrevocably and unconditionally submit for themselves and their property
to the nonexclusive jurisdiction of the Federal and State courts of the State of
Nevada, and any appellate court thereof, in any action or proceeding arising out
of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in Nevada or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law. Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to above. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such
court. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices below. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law. Each party hereto hereby
waives, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in any legal proceeding directly or indirectly arising out of
or relating to this agreement or the transactions contemplated hereby (whether
based on contract, tort or any other theory). Each party
hereto:
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a) certifies
that no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver, and
b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications in this
Section 6.
7. Termination. The
Buyer may not, except for a material breach or failure of a condition or
requirement, terminate this Agreement.
8. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that the Buyer may not assign or transfer any of
its rights or obligations under this Agreement.
9. Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement. A telefaxed copy of this Agreement shall be deemed an
original.
10. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
11. Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
12. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and the Seller. No waiver of any breach, term, condition or remedy of
this Agreement by any party shall constitute a subsequent waiver of the same or
any other breach, term, condition or remedy. All remedies, either
under this Agreement, by law, or otherwise afforded the Parties shall be
cumulative and not alternative.
13. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
14. Entire
Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties with respect to the
subject matter hereof.
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15. Further
Assurances. From and after the date of this Agreement,
upon the request of the Buyer or the Seller, the Buyer and the Seller shall
execute and deliver such instruments, documents or other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.
16. Term;
Survival. This Agreement is effective from the Effective Date
hereof, and shall remain in effect until all the rights and obligations of the
parties hereto have been fully performed, however Sections 5 and 6 shall survive
this Agreement.
17. Notices. All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:
a) if given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following
transmission,
b) if given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mails, or
c) if given
by courier or other means, when received or personally delivered, and, in any
such case, addressed as indicated herein, or to such other addresses as may be
specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 17.
[Balance
of Page Intentionally Blank]
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In Witness
Whereof, the parties hereto have executed this Agreement as of the date
first written above.
Seller:
/s/ Fang
Siping
Fang
Siping
Buyer:
/s/ Xx
Xxx
Xx
Xxx
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Exhibit
A
PROMISSORY
NOTE
| US$10,000 |
April 10,
2008
|
For value
received, Xx Xxx, a resident of Duluth, Georgia, United States of America
(“Payor”),
promises to pay to Fang Siping, a resident of the People’s Republic of China
(the “Holder”),
the principal sum of Ten Thousand United States Dollars (US$10,000), without
interest, according to the terms of this Promissory Note (the “Note”).
1. Payment.
The entire outstanding principal under this Note will become
fully due and payable sixty (60) days after written demand by the Holder
delivered to the Payor on or after October 15, 2008 (the “Maturity
Date”). All payments will be in lawful money of the United States of
America.
2. Amendments;
Waiver. Any
amendment or waiver of any term of this Note must be made in writing and signed
by the Payor and the Holder. No delay by the Holder in acting with
respect to the terms of this Note will constitute a waiver of any breach or
default under this Note. The Payor waives presentment, demand, notice
of dishonor, notice of default or delinquency, notice of acceleration, notice of
protest and nonpayment, notice of costs, expenses or losses and interest
thereon, notice of interest on interest and diligence in taking any action to
collect any sums owing under this Note or in proceeding against any of the
rights or interests in or to properties securing payment of this
Note.
3. Notices. All notices
required or permitted hereunder will be in writing and will be deemed
effectively given: (i) upon personal delivery to the party to be notified; (ii)
on the date sent by facsimile if sent during normal business hours of the
recipient with receipt confirmed; (iii) five days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (iv)
one day after deposit with an overnight delivery service, specifying next day
delivery. All communications will be sent to the address as set forth
hereon or at such other address as such party may designate by ten days’ advance
written notice to the other parties.
4. Severability. If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision will be excluded from this Note and the balance
of the Note will be interpreted as if such provision were so excluded and will
be enforceable in accordance with its terms.
5. Successors
and Assigns. This Note is binding upon, inures to the benefit
of and is enforceable by the Payor, the Holder and their respective successors
and assigns.
6. Default;
Attorneys’ Fees. In the event of any default hereunder, the Payor
will pay all reasonable attorneys’ fees and court costs incurred by the Holder
in enforcing and collecting this Note.
7. Choice of
Law. The terms of this Note will be construed in accordance with
the laws of the United States as applied to transactions made and wholly
performed within said jurisdiction.
In Witness
Whereof, this Note has been executed by the Payor as of the date first
written above.
/s/Xx
Xxx
Xx
Xxx
0000
Xxxxxxxxxxx Xxx
Xxxxxx,
XX 00000
XXX
