EXHIBIT 10.1
NONE OF THE SECURITIES TO WHICH THIS TRANSFER AGREEMENT (THE "AGREEMENT")
RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES 1933 ACT OF 1933, AS
AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made effective November 6, 2009,
BETWEEN: Xxxx Xxxxxxxxx
201, 2307 - 00 Xxxxxx XX Xxxxxxx, XX, Xxxxxx X0X 0X0
(the "Vendor")
AND: Shan Qiang
Xx 00, Xxxxxxxxxxxx, Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxx, Xxxxx 130021
(the "Purchaser")
WHEREAS:
A. The Vendor is the beneficial owner of 3,000,000 shares of common stock of
KRYPTIC ENTERTAINMENT INC. (the "COMPANY"), a company incorporated under the
laws of the State of Nevada, registered in the name of the Vendor;
B. The Purchaser is familiar with and has access to information regarding the
Company similar to information that would be available in a registration
statement filed by the Company under the 1933 Act; and
C. The Vendor has agreed to sell and the Purchaser has agreed to purchase
3,000,000 shares (the "SHARES") of common stock of the Company owned by the
Vendor on the terms and conditions set forth in this Agreement.
THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties), the parties covenant
and agree as follows:
1. PURCHASE AND SALE
1.1 On the basis of the representations and warranties of the parties to this
Agreement and subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase from the Vendor, and the Vendor agrees to sell to
the Purchaser, the Shares free and clear of all liens, charges and encumbrances
of any kind whatsoever.
1.2 The purchase price of the Shares is the amount of $6,000
1.3 The closing of the purchase and sale of the Shares (the "CLOSING") shall
take place on a date (the "CLOSING DATE") mutually agreed to by the parties
hereto.
2. CONDITIONS TO CLOSING AND DELIVERIES BY THE PARTIES
2.1 The Purchaser's obligation to purchase the Shares and to take the other
actions required to be taken by the Purchaser at the Closing is subject to the
Purchaser having received written confirmation from the Company's transfer agent
stating that such transfer agent has received all documents necessary to
register the transfer of all of the Shares to the Purchaser and to reissue one
or more certificates to the Purchaser representing the Shares in the name of the
Purchaser. This condition is for the sole benefit of the Purchaser and may be
waived by the Purchaser, in whole or in part.
2.2 At the Closing, the Vendor will deliver or cause to be delivered to the
Purchaser certificates representing the Shares registered in the Purchaser's
name and transferring to the Purchaser good title to the Shares, free and clear
of all liens, charges and encumbrances of any kind whatsoever.
3. REPRESENTATIONS AND WARRANTIES
3.1 The Vendor represents and warrants to the Purchaser (which representations
and warranties shall survive the closing of the transactions contemplated in
this Agreement), with the intent that the Purchaser will rely thereon in
entering into this Agreement and in concluding the purchase and sale of the
Shares as contemplated herein, that:
(a) the Vendor is the beneficial and registered owner of the Shares free
and clear of all ( liens, charges and encumbrances of any kind
whatsoever;
(b) there are no written instruments, buy-sell agreements, registration
rights or agreements, voting agreements or other agreements by and
between the Vendor or any other person, imposing any restrictions upon
the transfer, prohibiting the transfer of or otherwise pertaining to
the Shares or the ownership thereof;
(c) the Vendor is, or has been during the past ninety (90) days, an
officer, director, 10% or greater shareholder or "affiliate" of the
Company, as that term is defined in Rule 144 promulgated under the
United States Securities Act of 1933, as amended (the "Securities
Act").
(d) the Vendor has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions
set forth in this Agreement and to transfer the legal and beneficial
title and ownership of the Shares to the Purchaser;
(e) this Agreement and all other documents required to be executed and
delivered by the Vendor has been duly, or will when executed and
delivered be duly, executed and delivered by the Vendor, and
constitute the legal, valid and binding obligations of the Vendor,
enforceable against the Vendor in accordance with their terms, subject
to laws of general application relating to bankruptcy, insolvency, the
relief of debtors, specific performance, injunctive relief and other
equitable remedies;
(f) no person, firm, corporation or entity of any kind has or will have on
or after the Closing Date any agreement, right or option of any kind
whatsoever to acquire any of the Shares;
(g) the entering into of this Agreement and the transactions contemplated
hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or the constating documents of,
the Vendor or of any agreement, written or oral, to which the Vendor
may be a party or by which the Vendor are or may be bound;
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(h) the Vendor acquired the Shares in a transaction exempt from the
registration requirements of the 1933 Act;
(i) the Vendor is not an "underwriter" (as such term is defined in Section
2(11) of the ( 1933 Act) of any securities of the Company; and
(j) the Vendor has not taken any action which would impose any obligation
or liability to any person for finder's fees, agent's commissions or
like payments in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
3.2 The Purchaser represents and warrants to the Vendor (which representations
and warranties shall survive the closing of the transactions contemplated in
this Agreement), with the intent that the Vendor will rely thereon in entering
into this Agreement and in concluding the purchase and sale of the Shares as
contemplated herein, that:
(a) the Purchaser has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions
set forth in this Agreement;
(b) this Agreement and all other documents required to be executed and
delivered by the Purchaser have been duly, or will when executed and
delivered be duly, executed and delivered by the Purchaser, and
constitute the legal, valid and binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with their terms,
subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors, specific performance, injunctive
relief and other equitable remedies;
(c) the Purchaser understands and agrees that offers and sales of any of
the Shares as contemplated in this Agreement shall only be made in
compliance with the safe harbour provisions set forth in Regulation S,
or pursuant to the registration provisions of the Securities Act or
pursuant to an exemption therefrom, and that all offers and sales
after the Restricted Period shall be made only in compliance with the
registration provisions of the Securities Act or an exemption
therefrom;
(d) the entering into of this Agreement and the transactions contemplated
hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or the constating documents of,
the Purchaser or of any agreement, written or oral, to which the
Purchaser may be a party or by which the Purchaser is or may be bound;
(e) the Purchaser is not an "underwriter" (as such term is defined in
Section 2(11) of the 0000 Xxx) of any securities of the Company;
(f) the Purchaser has not taken any action which would impose any
obligation or liability to any person for finder's fees, agent's
commissions or like payments in connection with the execution and
delivery of this Agreement or the consummation of the transactions
contemplated hereby;
(g) the sale of the Shares to the Purchaser as contemplated in this
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the Purchaser;
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(h) the Purchaser understands and agrees that none of the Shares have been
registered under the 1933 Act, or under any state securities or "blue
sky" laws of any state of the United States, and, unless so
registered, may not be offered or sold in the United States or,
directly or indirectly, to U.S. Persons, as that term is defined in
Regulation S under the 1933 Act ("REGULATION S"), except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;
(i) the Purchaser has made an independent examination and investigation of
an investment in the Shares and the Company and has depended on the
advice of its legal and financial advisors and agrees that the Vendor
will not be responsible in any way whatsoever for the Purchaser's
decision to invest in the Shares and the Company;
(j) the Purchaser has had access to all of the books and records of the
Company and accordingly agrees that it is familiar with and has access
to information regarding the Company similar to information that would
be available in a registration statement filed by the Company under
the 1933 Act;
(k) the Purchaser is acquiring the Shares as principal for its own
account, for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof, in whole or in
part, and no other person has a direct or indirect beneficial interest
in such Shares;
(l) the Purchaser:
(i) has adequate net worth and means of providing for its current
financial needs and possible personal contingencies;
(ii) has no need for liquidity in this investment; and
(iii)is able to bear the economic risks of an investment in the
Shares for an indefinite period of time;
(m) the Purchaser understands and agrees that the Shares are being offered
only in a transaction not involving any public offering within the
meaning of the 1933 Act; and
(n) the Purchaser is not acquiring the Shares as a result of any form of
general solicitation or general advertising including advertisements,
articles, notices or other communications published in any newspaper,
magazine or similar media or broadcast over radio, or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising.
4. LEGENDING AND REGISTRATION OF SUBJECT SHARES
4.1 The Purchaser hereby acknowledges that a legend will be placed on the
certificates representing the Shares to the effect that the Shares represented
by such certificates are subject to a hold period and may not be traded until
the expiry of such hold period except as permitted by applicable securities
legislation.
4.2 The Purchaser hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Agreement.
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5. TERMINATION
5.1 This Agreement may be terminated at any time prior to the Closing by the
mutual consent of the Purchaser and the Vendor.
5.2 In the event of the termination of this Agreement, this Agreement shall
terminate and the parties shall have no liabilities or obligations to each other
hereunder; provided that nothing contained herein shall relieve any party of
liability for fraud or willful breach of this Agreement.
6. FURTHER ASSURANCES
6.1 The parties to this Agreement hereby agree to execute and deliver all such
further documents and instruments and do all acts and things as may be necessary
or convenient to carry out the full intent and meaning of and to effect the
transactions contemplated by this Agreement.
7. GOVERNING LAW
7.1 This Agreement is governed by the laws of the Province of Alberta and the
federal laws of Canada applicable herein.
8. SURVIVAL
8.1 This Agreement, including without limitation the representations and
warranties contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Shares as contemplated herein.
9. ASSIGNMENT
9.1 This Agreement is not transferable or assignable.
10. ELECTRONIC MEANS
10.1 Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the date set forth on page one of this Agreement.
11. SEVERABILITY
11.1 The invalidity or unenforceability of any particular provision of this
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Agreement.
12. ENTIRE AGREEMENT
12.1 Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties with respect to the
sale of the Shares and there are no other terms, conditions, representations or
warranties, whether expressed, implied, oral or written, by statute or common
law.
13. NOTICES
13.1 Any notice required or permitted to be given under this Agreement will be
validly given if in writing and delivered, sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
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printed copy or sent by prepaid registered mail, addressed to the applicable
party at its address indicated on the first page of this Agreement or to such
other address as any party may specify by notice in writing to the other. Any
notice delivered on a business day will be deemed conclusively to have been
effectively given on the date notice was delivered and any notice given by
electronic communication will be deemed conclusively to have been given on the
date of such transmission. Any notice sent by prepaid registered mail will be
deemed conclusively to have been effectively given on the third business day
after posting, but if at the time of posting or between the time of posting and
the fifth business day thereafter there is a strike, lockout or other labour
disturbance affecting postal service, then the notice will not be effectively
given until actually delivered.
14. COUNTERPARTS
14.1 This Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument.
15. CURRENCY
15.1 Unless otherwise provided, all dollar amounts referred to in this Agreement
are in lawful money of the United States.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date first above mentioned.
VENDOR:
/s/ Xxxx Xxxxxxxxx
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PURCHASER:
/s/ Shan Qiang
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