AFFILIATE STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
THIS AFFILIATE STOCK PURCHASE
AGREEMENT (“Agreement”) is made as of the 15 day of January, 2009, by and
between Xxxxxx Xxxxx (“Seller”) and Allhomely International Limited
(“Purchaser”), as to two million (2,000,000) restricted shares, of
Xxxxxxxxxxxxx.xxx Inc., a Nevada corporation.
RECITALS
WHEREAS, the Seller is the owner of two
million (2,000,000) restricted shares of
common stock (the “Shares”) of Xxxxxxxxxxxxx.xxx Inc., a Nevada corporation (the
"Company"); and
WHEREAS, the Seller proposes to sell to
the Purchaser all of the Shares currently owned by the Seller by and according
to the terms set forth herein.
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:
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 One Hundred Thousand U.S. Dollars ($100,000.00) (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 the 15th day
of January, 2009 (the “Closing Date”).
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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(a)
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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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(b)
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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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(c)
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the
Seller 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");
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(d)
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to
the best of the knowledge, information and belief of the Seller there are
no circumstances that may result in any material adverse effect to the
Company or the value of the Purchased Shares that are now in existence or
may hereafter arise;
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(e)
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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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(f)
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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 Purchased
Shares;
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(g)
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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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(h)
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there
are no claims threatened or against or affecting the Company nor are there
any actions, suits, judgments, proceedings or investigations pending or,
threatened against or affecting the Company, at law or in equity, before
or by any Court, administrative agency or other tribunal or any
governmental authority or any legal basis for
same.
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(i)
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as
of the closing, the liabilities of the Company whether accrued, contingent
or otherwise, shall be less than $2,000.00; and the Seller will fully
satisfy any outstanding liability of the Company with the Purchase
Price
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3.
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REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER
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3.1
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The
Purchaser represents and warrants to the Seller that the
Purchaser:
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(a)
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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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(b)
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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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(c)
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is
acquiring the Purchased Shares as principal 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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POST-CLOSING SEC
REPORTS
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4.1 Except
for any Form 3, 4 or 5 to be filed on behalf of the Seller, the Purchaser hereby
agrees that it shall file any and all necessary SEC Reports, including but not
limited to any Schedule 13D, 8-K or other SEC Report.
5.
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MISCELLANEOUS
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5.1 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.
5.2 Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
United States dollars.
5.3 There
are no representations, warranties, collateral agreements, or conditions
concerning the subject matter of this Agreement except as herein
specified.
5.4
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.
5.5
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.
5.7
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.
5.8
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.
[SIGNATURE
PAGE FOLLOWS]
Each of the parties hereto has executed
this Agreement to be effective as of the day and year first above
written.
SELLER:
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/s/ Xxxxxx Xxxxx /s/
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Xxxxxx
Xxxxx
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PURCHASER:
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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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