EXHIBIT 10.1
SCIENTIFIC ENERGY INC
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made as of the 23rd day of
May, 2006, by and between Scientific Energy Inc., a Utah corporation (the
"Company), and ____________ ("Purchaser").
Whereas, the Company desires to issue, and Purchaser desires to acquire, stock
of the Company as herein described, on the terms and conditions hereinafter set
forth;
Now, Therefore, It Is Agreed between the parties as follows:
1. Purchase and Sale of Stock. Purchaser hereby agrees to purchase from the
Company, and the Company hereby agrees to sell to Purchaser, an aggregate of
_______ shares of the Common Stock of the Company (the "Stock") at $0.01 per
share, for an aggregate purchase price of $_______. The closing hereunder,
including payment for and delivery of the Stock shall occur at the offices of
the Company immediately following the execution of this Agreement, or at such
other time and place as the parties may mutually agree.
2. Limitations on Transfer. Purchaser shall not assign, hypothecate, donate,
encumber or otherwise dispose of any interest in the Stock except in compliance
with the applicable securities laws.
3. Restrictive Legends. All certificates representing the Stock shall have
endorsed thereon legends in substantially the following forms (in addition to
any other legend which may be required by other agreements between the parties
hereto):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
Investment Representations. In connection with the purchase of the Stock,
Purchaser represents to the Company the following:
(a) Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Stock. Purchaser is
purchasing the Stock for investment for Purchaser's own account only and not
with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Act").
(b) Purchaser understands that the Stock has not been registered under the Act
by reason of a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of Purchaser's investment intent as
expressed herein.
(c) Purchaser further acknowledges and understands that the Stock must be held
indefinitely unless the Stock is subsequently registered under the Act or an
exemption from such registration is available. Purchaser understands that the
certificate evidencing the Stock will be imprinted with a legend which
prohibits the transfer of the Stock unless the Stock is registered or such
registration is not required in the opinion of counsel for the Company.
(d) Purchaser is familiar with the provisions of Rules?144, under the Act, as
in effect from time to time, which, in substance, permit limited public resale
of "restricted securities" acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions. Unless the Company registers
the stock under the Act, the Stock may be resold by Purchaser only in certain
limited circumstances subject to the provisions of Rule?144, which requires,
among other things: (i)the availability of certain public information about
the Company and (ii) the resale occurring following the required holding
period under Rule?144 after the Purchaser has purchased, and made full payment
of (within the meaning of Rule?144), the securities to be sold.
(e) Purchaser further understands that at the time Purchaser wishes to sell the
Stock there may be no public market upon which to make such a sale, and that,
even if such a public market then exists, the Company may not be satisfying the
current public information requirements of Rule 144, and that, in such event,
Purchaser would be precluded from selling the Stock under Rule?144 even if the
minimum holding period requirement had been satisfied.
(f) Purchaser represents that Purchaser is a "non-U.S. Person" as that term is
defined in Regulation?S promulgated by the Securities and Exchange Commission
under the Act.
5. No Employment Rights. This Agreement is not an employment contract and
nothing in this Agreement shall affect in any manner whatsoever the right or
power of the Company (or a parent or subsidiary of the Company) to terminate
Purchaser's employment for any reason at any time, with or without cause and
with or without notice.
Miscellaneous.
(a) Notices. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (i)upon personal delivery to the party
to be notified, (ii) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, and if not during normal business hours
of the recipient, then on the next business day, (iii)?five (5) calendar days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one (1) business day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the other
party hereto at such party's address hereinafter set forth on the signature
page hereof, or at such other address as such party may designate by ten (10)
days advance written notice to the other party hereto.
(b) Successors and Assigns. This Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Purchaser, Purchaser's successors,
and assigns.
(c) Attorneys' Fees; Specific Performance. Purchaser shall reimburse the
Company for all costs incurred by the Company in enforcing the performance of,
or protecting its rights under, any part of this Agreement, including
reasonable costs of investigation and attorneys' fees.
(d) Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah. The parties agree that any
action brought by either party to interpret or enforce any provision of this
Agreement shall be brought in, and each party agrees to, and does hereby,
submit to the jurisdiction and venue of, the appropriate state or federal court
for the district encompassing the Company's principal place of business.
(e) Further Execution. The parties agree to take all such further action(s) as
may reasonably be necessary to carry out and consummate this Agreement as soon
as practicable, and to take whatever steps may be necessary to obtain any
governmental approval in connection with or otherwise qualify the issuance of
the securities that are the subject of this Agreement.
(f) Independent Counsel. Purchaser has been provided with an opportunity to
consult with Purchaser's own counsel with respect to this Agreement.
(g) Entire Agreement; Amendment. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes and
merges all prior agreements or understandings, whether written or oral. This
Agreement may not be amended, modified or revoked, in whole or in part, except
by an agreement in writing signed by each of the parties hereto.
(h) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii)?the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
(i) Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.
In Witness Whereof, the parties hereto have executed this Agreement as of the
day and year first above written.
SCIENTIFIC ENERGY INC PURCHASER
By:
________________________ __________________________
Xxxxxxx Xxxx, President
