RSTOCK PURCHASE AGREEMENT
RSTOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(this "Agreement") is made effective on , 2008 by and between Zhong Sen
International Tea Company, a Florida corporation, (the "Company") and
_____________________________________ (the “Purchaser”).
RECITALS
WHEREAS, the Purchaser desires
to purchase certain shares of the Company's Common Stock on the terms and
conditions set forth herein; and
WHEREAS, the Company desires to issue
and sell shares of the Common Stock to the Purchaser on the terms and conditions
set forth herein.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, and, other good and valuable consideration, the parties hereto agree as
follows:
1. Authorization, Sale and
Issuance of Shares and Options
1.1 Authorization On the
Closing (as defined in Section 2.1 below), the Company shall authorize the
issuance and shall issue _____________________________(____________) shares of
Common Stock (the “Shares”) par value $0.001 per share to the Purchaser at a
purchase price of __________________ ($___________) per Share for an aggregate
value of $_______________________ (the "Purchase Price").
1.2 Sale and Issuance of the
Shares Subject to the terms and conditions hereof the Company shall sell
and Purchaser shall purchase the Shares at the Closing, as defined
below.
2. Closing
2.1 Closing: The closing
of the purchase and sale of the Shares (the "Closing") shall be held at the
offices of the Purchaser on or before 5:00 P.M. EST on April 30, 2008 or at
such other time and place as the Company and the Purchaser may agree in writing
(the "Closing").
2.2 Payment: At the
Closing, the Purchaser will deliver to the Company a wire or certified check in
the amount of $__________________________
2.3 Delivery: Subject to
the terms of this Agreement, within five (5) days of the Closing the Company
will deliver to the Purchaser the certificates representing the Shares to be
purchased by the Purchaser from the Company.
3. Representations and Warranties of the
Company The Company hereby represents and warrants to the
Purchaser as of the Closing date as follows:
3.1 Organization and Standing:
Articles and Bylaws The Company is and will be a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Florida and will have all requisite corporate power and authority to carry on
its business as proposed to be conducted.
3.2 Corporate Power The
Company will have at the Closing, all requisite corporate power to enter into
this Agreement and to sell and issue the Shares. This Agreement shall constitute
a valid and binding obligation of the Company enforceable in accordance with its
respective terms, except as the same may be limited by bankruptcy, insolvency,
moratorium, and other laws of general application affecting the enforcement of
creditors' rights.
3.3 Capitalization The
authorized capital stock of the Company is 100,000,000 shares of Common Stock,
par value $0.001 per share, of which, _________________ are issued and
outstanding. All such issued and outstanding shares have been duly authorized
and validly issued, are fully paid and non-assessable.
3.4 Authorization
(a) Corporate
Action All corporate action on the part of the Company necessary for
the authorization, execution and delivery of this Agreement, the sale and
issuance of the Shares and the performance of the Company's obligations
hereunder will be taken prior to the Closing. This Agreement constitutes a valid
and legally binding obligation of the Company, enforceable in accordance with
its terms.
(b) Valid
Issuance The Shares, when issued in compliance with the
provisions of this Agreement will be duly authorized, validly issued, fully paid
and non-assessable, and will be free of any liens or encumbrances caused or
created by the Company; provided, however, that
all such shares may be subject to restrictions on transfer under state and
federal securities laws as set forth herein, and as may be required by future
changes in such laws.
(c) No Preemptive Rights
Except as provided herein, no person currently has or will have any right of
first refusal or any preemptive rights in connection with the issuance of the
Shares, or any future issuance of securities by the Company.
3.5 Compliance with Other
Instruments The Company will not be in violation of any term of the
Company's Articles or Bylaws, nor will the Company be in violation of or in
default in any material respect under the terms of any mortgage, indenture,
contract, agreement, instrument, judgment, or decree, the violation of which
would have a material adverse effect on the Company as a whole, and to the
knowledge of the Company, is not in violation of any order, statute, rule, or
regulation applicable to the Company, the violation of which would have a
material adverse effect on the Company. The execution, delivery and performance
of and compliance with this Agreement and the issuance and sale of the Shares
will not (a) result in any such violation, or (b) be in conflict with or
constitute a default under any such term, or (c) result in the creation of any
mortgage, pledge, lien, encumbrance, or charge upon any of the properties or
assets of the Company pursuant to any such term.
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4. Representations and Warranties
of Purchaser and Restrictions
on Transfer Imposed by the Securities Act.
4.1 Representations and
Warranties by the Purchaser The Purchaser represents and warrants to the
Company as follows:
(a) Investment
Intent This Agreement is made with the Purchaser in reliance
upon the Purchaser's representations to the Company, evidenced by the
Purchaser's execution of this Agreement, that the Purchaser is acquiring the
Shares for investment for the Purchaser's own account, not as nominee or agent,
and not with a view to or for resale in connection with, any distribution or
public offering thereof within the meaning of the Securities Act and applicable
law. The Purchaser has the full right, power, and authority to enter into and
perform this Agreement.
(b) Shares Not
Registered The Purchaser understands and acknowledges that the
offering of the Shares pursuant to this Agreement will not be registered under
the Securities Act on the grounds that the offering and sale of securities
contemplated by this Agreement are exempt from registration under the Securities
Act pursuant to Section 4(2) thereof and exempt from registration pursuant to
applicable state securities or blue sky laws, and that the Company's reliance
upon such exemptions is predicated upon such Purchaser's representations set
forth in this Agreement. The Purchaser acknowledges and understands that the
Shares must be held indefinitely unless the Shares are subsequently registered
under the Securities Act and qualified under state law or unless an exemption
from such registration and such qualification is available.
(c) No
Transfer Except as set forth in Section 4.4 hereunder, the
Purchaser covenants that in no event will the Purchaser dispose of any of the
Shares (other than in conjunction with an effective registration statement for
the Shares under the Securities Act in compliance with Rule 144 promulgated
under the Securities Act) unless and until (i) the Purchaser shall have notified
the Company of the proposed disposition and shall have furnished the Company
with a statement of the circumstances surrounding the proposed disposition, and
(ii) if reasonably requested by the Company, the Purchaser shall have furnished
the Company with an opinion of counsel satisfactory in form and substance to the
Company to the effect that (x) such disposition will not require registration
under the Securities Act, and (y) appropriate action necessary for compliance
with the Securities Act and any other applicable state, local, or foreign law
has been taken, and (iii) the Company has consented, which consent shall not be
unreasonably withheld.
(d) Knowledge and
Experience The Purchaser (i) has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the Purchaser's prospective investment in
the Shares; (ii) has the ability to bear the economic risks of the Purchaser's
prospective investment; (iii) has been furnished with and had access to such
information as the Purchaser has considered necessary to make a determination as
to the purchase of the Shares together with such additional information as is
necessary to verify the accuracy of the information supplied; (iv) has had all
questions which have been asked by the Purchaser satisfactorily answered by the
Company; and (v) has not been offered the Shares by any form of advertisement,
article, notice, or other communication published in any
newspaper, magazine, or similar medium; or broadcast over television or radio;
or any seminar or meeting whose attendees have been invited by any such
medium.
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(e) Not organized to
Purchase. The Purchaser has not been organized for the purpose
of purchasing the Shares.
4.2 Legends Each
certificate representing the Shares shall be endorsed with the following
legends:
(a) Federal Legend. The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act") and are "restricted securities"
as defined in rule 144 promulgated under the Act. The securities may not be sold
or offered for sale or otherwise distributed except (i) in conjunction with an
effective registration statement for the shares under the Act, or (ii) pursuant
to an opinion of counsel, satisfactory to the company, that such registration or
compliance is not required as to said sale, offer, or distribution.
(b) Other Legends. With
respect to any other legends required by applicable law, the Company need not
register a transfer of legended Shares, and may also instruct its transfer agent
not to register the transfer of the Shares, unless the conditions specified in
such legend is satisfied.
4.3 Rule
144. The Purchaser is aware of the adoption of Rule 144 by the
SEC promulgated under the Securities Act, which permits limited public resale of
securities acquired in a nonpublic offering, subject to the satisfaction of
certain conditions. The Purchaser understands that under Rule 144, the
conditions include, among other things: the availability of certain, current
public information about the issuer and the resale occurring not less than six
months after the party has purchased and paid for the securities to be
sold.
5. Conditions
to Closing
5.1 Conditions to the
Purchaser's Obligations The obligations of the Purchaser to purchase the
Shares at the Closing are subject to the fulfillment to its satisfaction, on or
prior to the Closing, of the following conditions, any of which may be waived in
accordance with the provisions of subsection 8.1 hereof:
(a) Representations and
Warranties Correct: Performance of Obligations The representations and
warranties made by the Company in Section 3 hereof shall be true and correct
when made and at the Closing. The Company's business and assets shall not have
been adversely affected in any material way prior to the Closing. The
Company shall have
performed in all material respects all obligations and conditions herein
required to be performed or observed by it on or prior to the
Closing.
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(b) Consents and Waivers
The Company shall have obtained in a timely fashion any and all consents,
permits, and waivers necessary or appropriate for consummation of the
transactions contemplated by this Agreement.
5.2 Conditions to Obligations of
the Company The Company's obligation to sell the Shares at the Closing is
subject to the condition that the representations and warranties made by the
Purchaser in Section 4 hereof shall be true and correct when made, and on the
Closing.
6. Affirmative
Covenants of the Company The Company hereby covenants and agrees as
follows:
6.1 Financial Information
The Company will furnish holders of the Shares with annual audited financial
statements together with such notes and commentary by management as is usual and
customary.
6.2 Conflicts of
Interests The Company shall use its best efforts to ensure that the
Company's employees, during the term of their employment with the Company, do
not engage in activities that would result in a conflict of interest with the
Company. The Company's obligations hereunder
include, but are not limited to, requiring that the Company's employees devote
their primary productive time, ability, and attention, to the business of the
Company (provided, however, the Company's employees may engage in other business
activity if such activity does not materially interfere with their obligations
to the Company), requiring that the Company's employees enter into agreements
regarding proprietary information and confidentiality and preventing the
Company's employees from engaging or participating in any business that is in
competition with the business of the Company.
7. Registration
Rights
The
Purchaser is not entitled to any registration rights under this Agreement or
associated with the purchase of the Shares. The purchase shall be subject to
such private restrictions on the transfer of the Shares as are designated from
time to time by the Company or its investment bankers or
underwriters.
8. Risk
Factors
The
securities offered hereby are speculative in nature and involve a high degree of
risk. They should be purchased only by persons who can afford to lose their
entire investment in the company, therefore, each prospective investor should,
prior to purchase, consider very carefully the following risk
factors:
8.1 Arbitrary Determination of
Stock Price The price of the Shares has been determined arbitrarily by
the Company. The price should not be regarded as an indication of any future
market price of the Company's stock and has no relation to the value of the
Company's stock.
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8.2 Dependence on Key
Personnel The success of the Company is dependent on the
efforts and abilities of its current principal officer and director Xxxxx
Xxxxxx. If the Company were to lose the services of such officers, its business
could be materially and adversely affected.
8.3 Audited Financial
Statements The Company has prepared or caused to be prepared current
financial statements. The balance sheet and income statement included therein
have been prepared in accordance with generally accepted accounting
principles.
8.4 Discretion in Application of
Proceeds In order to accommodate changing circumstances, the Company's
management may allocate the proceeds of this financing in accordance with its
needs and operation. Subject to the supervision of the Board of Directors, the
Company's management will be given discretion in the application of the
proceeds.
8.5 Restrictions on
Transfer The Shares may not be resold unless such sale is registered or
qualifies for an exemption from registration under the Act and all applicable
state securities laws. The Shares should be considered a suitable investment
only for investors whose financial position is such that they will be able to
hold the Shares for an indefinite period. Some state laws may impose additional
restrictions on transfer of the Shares.
For all of the reasons stated in the
risk factors and others, including, without limitation, those set forth herein,
these shares involve a high degree of risk. Any person considering an investment
in the securities offered should be aware of these factors. These securities
should only be purchased by persons who can afford a total loss of their
investment in the company and have no immediate need for a return of or on their
investment.
9. Miscellaneous
9.1 Governing Law This
Agreement shall be governed in all respects by the laws of the State of Florida
as such laws are applied to agreements between residents entered into and to be
performed entirely within Florida.
9.2 Survival The
representations, warranties, covenants and agreements made herein shall survive
the Closing of the transactions contemplated hereby, notwithstanding any
investigation made by the Purchaser. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant hereto or in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder as of the date of such certificate or instrument.
9.3 Successors and
Assigns Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors, and administrators of the parties
hereto.
9.4 Entire Agreement This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and they supersede, merge, and render void every
other prior written and/or oral understanding or agreement among or between the
parties hereto.
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9.5 Notices, etc All
notices and other communications required or permitted hereunder shall be in
writing and shall be delivered personally, mailed by first class mail, postage
prepaid, or delivered by courier or overnight delivery, addressed (a) if to a
Purchaser, at such Purchaser's address set forth on the Schedule of Purchaser,
or at such other address as such Purchaser shall have furnished to the Company
in writing, or (b) if to the Company, at its address set forth at the beginning
of this Agreement, or at such other address as the Company shall have
furnished to the Purchaser in writing. Notices that are mailed shall be deemed
received five (5) days after deposit in the United States mail. Notices sent by
courier or overnight delivery shall be deemed received two (2) days after they
have been so sent.
9.6 Severability In case
any provision of this Agreement shall be found by a court of law to be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
9.7 Finder's Fees and Other
Fees
(a) The
Company (i) represents and warrants that it has retained no finder or broker in
connection with the transactions contemplated by this Agreement, and (ii) hereby
agrees to indemnify and to hold Purchaser harmless from and against any
liability for commission or compensation in the nature of a finder's fee to any
broker or other person or firm (and the costs and expenses of defending against
such liability or asserted liability) for which the Company, or any of its
employees or representatives, is responsible.
(b) The
Purchaser (i) represents and warrants that the Purchaser has retained no finder
or broker in connection with the transactions contemplated by this Agreement,
and (ii) hereby agrees to indemnify and to hold the Company harmless from and
against any liability for any commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which such
Purchaser is responsible.
9.8 Expenses The Company
and the Purchaser shall each bear their own expenses and legal fees in
connection with the consummation of this transaction.
9.9 Titles and Subtitles
The titles of the sections and subsections of this Agreement are for convenience
of reference and are not to be considered in construing this
Agreement.
9-10 Counterparts This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.
9.11 Delays or Omissions
No delay or omission to exercise any right, power, or remedy accruing to the
Company or to any holder of any securities issued or to be issued hereunder
shall impair any such right, power, or remedy of the Company or such holder, nor
shall it be construed to be a waiver of any breach or default under this
Agreement, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any failure to exercise any right, power, or
remedy or any waiver of any single breach or a waiver of any other right, power,
or remedy or breach or default theretofore or thereafter occurring. All
remedies, either under this Agreement, or by law or otherwise afforded to the
Company or any holder, shall be cumulative and not alternative.
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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement this _____Day of__________, 2008
..
COMPANY:
PURCHASER:
____________________________
By:
Xxxxx X.
Xxxxxx By:
President/CEO
0000
Xxxxxxx Xxxxxx
Xxxxxxxxx, XX
00000 SSN:
