OFFSHORE STOCK PURCHASE AGREEMENT
EXHIBIT 10.1
These securities have not been registered with the United States Securities and Exchange Commission or the securities commission of any state because they are believed to be exempt from registration under Section 4(2), Section 4(5), Regulation D and/or Regulation S promulgated under the Securities Act of 1933, as amended (the “Act”). The foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. This subscription agreement shall not constitute an offer to sell nor a solicitation of an offer to buy the securities in any jurisdiction in which such offer or solicitation would be unlawful.
These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act, and applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time. All offers and sales of the herein-described securities by non-U.S. persons before the expiration of a period commencing on the date of the closing of this offering and ending one year thereafter shall only be made in compliance with Regulation S, pursuant to registration under the Act, or pursuant to an exemption from registration, and all offers and sales after the expiration of the one-year period shall be made only pursuant to registration or an exemption from registration. Hedging transactions involving these securities may not be conducted unless in compliance with the Act.
OFFSHORE STOCK PURCHASE AGREEMENT
This Offshore Stock Purchase Agreement (the “Agreement”) is entered into as of this 21st day of April, 2014 (the “Effective Date”), by and between Physical Property Holdings Inc., a Delaware corporation (“SELLER”), and Ngai Xxxxx Xxx, a citizen and resident of Hong Kong (“PURCHASER”), with respect to shares of common stock of SELLER (hereinafter also referred to as the “ISSUER”).
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Purchase and Sale. On the basis of the representations and warranties herein contained, subject to the terms and conditions set forth herein, PURCHASER hereby agrees to purchase the Shares at a purchase price of $0,001 per share, for a total aggregate purchase price of $61,670.65 to be paid in the form of cancellation of $61,670.65 in indebtedness owed by the Seller to the Purchaser (the “Consideration”), and SELLER hereby agrees to sell the Shares to PURCHASER for such Consideration. |
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Closing. The closing of the purchase and sale contemplated by this Agreement (the “Closing”) shall occur upon the transfer of the Consideration to the SELLER by PURCHASER. SELLER shall cause ISSUER to deliver the Shares to PURCHASER within 14 days of receiving full payment under this Agreement. |
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(1) by PURCHASER: PURCHASER shall deliver, or cause to be delivered, to SELLER: (a) the Consideration; and (b) such other documents, instruments, and/or certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or which are reasonably determined by the parties to be required to effectuate the transactions contemplated in this Agreement, or as otherwise may be reasonably requested by SELLER in furtherance of the intent of this Agreement;
(2) by SELLER: SELLER shall deliver, or cause the ISSUER to make the following to be delivered, to PURCHASER: (a) a certificate for the Shares; and (b) such other documents, instruments, and/or certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or which are reasonably determined by the parties to be required to effectuate the transactions contemplated in this Agreement, or as otherwise may be reasonably requested by PURCHASER in furtherance of the intent of this Agreement.
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Post-Closing Documents. From time to time after the Closing, upon the reasonable request of any party, the party to whom the request is made shall deliver such other and further documents, instruments, and/or certificates as may be necessary to more fully vest in the requesting party the Consideration or the Shares as provided for in this Agreement, or to enable the requesting party to obtain the rights and benefits contemplated by this Agreement. |
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Private Offering. PURCHASER and SELLER both understand and agree that the purchase and sale of securities contemplated herein constitutes a private transaction between a willing seller and willing buyer without the use or reliance upon a broker, distributor or securities underwriter. |
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Representations and Warranties of PURCHASER: PURCHASER hereby covenants and represents and warrants to SELLER that: |
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PURCHASER represents and warrants to SELLER that PURCHASER is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act of 1933, as amended. |
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The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’S purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. |
PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’S representations, warranties and agreements contained herein.
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Beneficial Owner. PURCHASER is purchasing stock for its own account or for the account of beneficiaries for whom PURCHASER has full investment discretion with respect to stock and whom PURCHASER has full authority to bind, so that each such beneficiary is bound hereby as if such beneficiary were a direct signatory hereunder, and all representations, warranties and agreements herein were made directly by such beneficiary. |
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Independent Investigation; Access. PURCHASER, in electing to purchase the Shares herein, has relied solely upon independent investigation made by it and its representatives. |
PURCHASER has been given no oral or written representation or warranty from ISSUER other than as set forth in this Agreement. PURCHASER and its representatives, if any, have, prior to any sale to it, been given access and the opportunity to examine all material books and records of ISSUER, all material contracts and documents relating to ISSUER and this offering and an opportunity to ask questions of, and to receive answers from, ISSUER or any officer of ISSUER acting on its behalf concerning ISSUER and the terms and conditions of this offering. PURCHASER and its advisors, if any, have been furnished with access to all publicly available materials relating to the business, finances and operations of ISSUER and materials relating to the offer and sale of the Shares which have been requested. PURCHASER and its advisors, if any, have received complete and satisfactory answers to any such inquiries.
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No Government Recommendation or Approval. PURCHASER understands that no United States federal or state agency, or similar agency of any other country, has passed upon or made any recommendation or endorsement of the Shares, or this transaction. |
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Hedging Transactions. PURCHASER hereby agrees not to engage in any hedging transactions involving the securities described herein unless in compliance with the Act and Regulation S promulgated thereunder. |
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Conditions Precedent to SELLER’S Closing. All obligations of SELLER under his Agreement, and as an inducement to SELLER to enter into this Agreement, are subject to PURCHASER’S covenants and agreements to each of the following: |
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Termination. This Agreement may be terminated at any time prior to the date of Closing by either party if (a) there shall be any actual or threatened action or proceeding by or before any court or any other governmental body which shall seek to restrain, prohibit, or invalidate the transaction contemplated by this Agreement, and which in the judgment of such party giving notice to terminate and based upon the advice of legal counsel makes it inadvisable to proceed with the transaction contemplated by this Agreement, or (b) if this Agreement has not been approved and properly executed by the parties by June 30, 2014.
Restrictive Legend. PURCHASER agrees that the Shares shall bear a restrictive legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration, and that hedging transactions involving those securities may not be conducted unless in compliance with the Act.
ISSUERS Obligation to Refuse Transfer. Pursuant to Regulation S promulgated under the Act, SELLER hereby agrees to cause ISSUER to refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration.
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To PURCHASER: |
Ngai Xxxxx Xxx |
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23/F A1A Tower, |
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000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, |
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Xxxx Xxxx |
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To SELLER: |
Physical Property Holdings Inc. |
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00/X X0X Xxxxx, |
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000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, |
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Xxxx Xxxx |
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Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. This Agreement may be amended only by a writing executed by all parties hereto. |
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Applicable Law. This Agreement has been negotiated and is being contracted for in the United States of America, State of Delaware. It shall be governed by and interpreted in accordance with the laws of the State of Delaware, regardless of any conflict-of-law provision to the contrary. |
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IN WITNESS WHEREOF, the parties have executed this agreement below.
PURCHASER:
NGAI XXXXX XXX
/s/ Ngai Xxxxx Xxx
(In His Individual Capacity)
SELLER:
PHYSICAL PROPERTY HOLDINGS INC.
By /s/ /Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Chief Financial Officer
EXHIBIT "A’
PURCHASER REPRESENTATIONS LETTER
Physical Property Holdings Inc.
00/X XXX Xxxxx,
000 Xxxxxxxx Xxxx, Xxxxx Xxxxx,
Xxxx Xxxx
Dear Sir:
The undersigned, NGAI XXXXX XXX intends to purchase 61,670,647 shares (the “Shares”) of common stock of Physical Property Holdings Inc. (the “Company”) from you in a transaction that is exempt from registration under the United States Securities Act of 1933, as amended (the “Securities Act”).
The undersigned represents and warrants as follows:
(1) The offer to purchase the Shares was made to it outside of the United States, while the undersigned was, and is now, outside the United States;
(2) The undersigned is not a U.S. Person (as such term is defined in Section 902(a) of Regulation S ("Regulation S") promulgated under the Securities Act; and it is purchasing the Shares for its own account and not for the account or benefit of any U.S. person;
(3) All offers and sales by the undersigned of the Shares shall be made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
(4) The undersigned is familiar with and understands the terms and conditions and requirements contained in Regulation S;
(5) The undersigned has not engaged in any "directed selling efforts" (as such term is defined in Regulation S) with respect to the Shares; and
(6) The undersigned is purchasing the Shares with investment intent and at present does not have the intent to sell, dispose of, or otherwise transfer, the Shares.
Dated as of April 23, 2014.
Very truly yours,
NGAI XXXXX XXX
/s/ Ngai Xxxxx Xxx
(In His Individual Capacity)