RESTRICTED STOCK PURCHASE AGREEMENT
EXHIBIT
10.2
THIS RESTRICTED STOCK PURCHASE
AGREEMENT (“Agreement”) is made as of the 15 day of January, 2009, by and
between Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx ( collectively the
“Sellers”) and Allhomely International Limited (“Purchaser”), as to two million
two hundred thousand (2,200,000) restricted shares, of Xxxxxxxxxxxxx.xxx Inc., a
Nevada corporation.
RECITALS
WHEREAS, the Sellers are the owners of
two million two hundred thousand (2,200,000) restricted shares of
common stock (the “Shares”) of Xxxxxxxxxxxxx.xxx Inc., a Nevada corporation (the
"Company"); and
WHEREAS, Xxxx Xxxxxxx owns one hundred
thousand (100,000) of the Shares, Xxxxxxx Xxxxxxx owns one hundred thousand
(100,000) of the Shares, and Xxxxx Xxxxxxx owns two million (2,000,000) of the
Shares; and
WHEREAS, the Sellers propose to sell to
the Purchaser all of the Shares currently owned by the Sellers by and according
to the terms set forth herein.
NOW THEREFORE, In consideration of the
premises, representations, warranties and covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
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1.
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PURCHASE, SALE AND
CLOSING
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1.1 The
Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and
the Purchaser hereby agrees to purchase from the Seller, the Shares for the
purchase price of Eighty Seven Thousand Five Hundred U.S.
Dollars ($87,500.00)
(the "Purchase Price"). The full amount of the Purchase Price shall
be delivered U.S. Dollars, by wire transfer to an escrow account established
with Xxxxxx X Xxxxxx, PLLC, (“Escrow Agent”).
1.2 Closing. The
closing (“Closing”) of the transactions contemplated hereby will occur on, or,
before the15 day of January, 2009 (the “Closing Date”).
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2.
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REPRESENTATIONS AND
WARRANTIES OF THE SELLER
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2.1 The
Seller warrants, covenants and represents to the Purchaser that:
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(d)
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immediately
prior to and at the Closing, the Seller shall be the legal and beneficial
owner of the Purchased Shares and on the Closing Date, the Seller shall
transfer to the Purchaser the Purchased Shares free and clear of all
liens, restrictions, covenants or adverse claims of any kind or
character;
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(e)
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the
Seller has the legal power and authority to execute and deliver this
Agreement and all other documents required to be executed and delivered by
the Seller hereunder and to consummate the transactions contemplated
hereby; and
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(f)
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as
of the Closing Date the Seller shall not be indebted to the Company and
the Company shall not be indebted to the
Seller;
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(g)
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the
Seller does not now, nor will it prior to or on the Closing Date, own,
either directly or indirectly, or exercise direction or control over any
common shares of the Company other than the
Shares;
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(h)
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the
Seller agrees to execute and deliver such other documents and to perform
such other acts as shall be necessary to effectuate the purposes of this
Agreement; and
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3.
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REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER
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3.1 The
Purchaser represents and warrants to the Seller that the Purchaser:
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(i)
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has
the legal power and authority to execute and deliver this Agreement and to
consummate the transactions hereby
contemplated;
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(j)
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understands
and agrees that offers and sales of any of the Purchased Shares prior to
the expiration of a period of one year after the date of completion of the
transfer of the Purchased Shares (the "Restricted Period") as contemplated
in this Agreement shall only be made in compliance with the safe harbor
provisions set forth in Rule 144, 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; and
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(k)
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is
acquiring the Purchased Shares for the Purchaser's own account, for
investment purposes only, and not with a view to, or for, resale,
distribution or fractionalisation thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in the Purchased
Shares
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3.2
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The
Purchaser agrees not to engage in hedging transactions with regard to the
Purchased Shares accept in compliance with the Securities
Act.
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4.
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MISCELLANEOUS
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4.1 The
parties hereto acknowledge that they have obtained independent legal advice with
respect to this Agreement and acknowledge that they fully understand the
provisions of this Agreement.
4.2 Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
United States dollars.
4.3 There
are no representations, warranties, collateral agreements, or conditions
concerning the subject matter of this Agreement except as herein
specified.
4.4 This
Agreement will be governed by and construed in accordance with the laws of the
State of NEVADA. The parties hereby attorn to the jurisdiction of the courts
Xxxxx County, NEVADA with respect to any legal proceedings arising from this
Agreement.
4.5 The
representations and warranties of the parties contained in this Agreement shall
survive the closing of the purchase and sale of the Purchased Shares and shall
continue in full force and effect for a period of one year as measured from the
date hereof.
4.6 This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.
4.7 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.
Each of the parties hereto has executed
this Agreement to be effective as of the day and year first above
written.
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SELLER:
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/s/
Xxxx Xxxxxxx /s/
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/s/
Xxxxxxx Xxxxxxx /s/
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/s/
Xxxxx Xxxxxxx /s/
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PURCHASER:
Allhomely
International Limited
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/s/ Jan Panneman /s/
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Jan
Panneman Director, Changda International Ltd.
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obo
Allhomely International
Limited
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