Re: Stock Purchase Agreement
Exibit
10.2
Date:_____ ,
2009
c/o Xxxxx
Xxx
CitiGroup
Tower 14/F,
00 Xxx
Xxxx Xxx Xxxx Xxxx
Shanghai
Pudong New Area
PRC,
200120
Dear
Sirs:
This agreement sets forth the terms on
which the undersigned (the “Purchaser”) agrees to purchase shares (the “Shares”)
of common stock, par value $.001 per share (“Common Stock”) of NewTech
Enterprise Management, Inc., a Delaware corporation, at a purchase price per
Share of RMB (the “Purchase Price per Share”).
In consideration of the mutual
covenants and agreements set forth herein, the Company and the Purchaser hereby
agree as follows:
1. The
Purchaser hereby agrees to purchase from the Company, and the Company agrees to
sell to the Purchaser, the number of Shares set forth on the signature page of
this Agreement at the Purchase Price per Share. The total purchase
price (the “Purchase Price”) for the Shares subscribed for by the Purchaser is
set forth on the signature page of this Agreement.
2. Payment
of the Purchase Price shall be made by wire transfer in accordance by wire
transfer in accordance with the instructions from the Company or otherwise in
accordance with instructions from the Company. The Company will
have the Shares issued as soon as practical after its receipt of payment of the
Purchase Price, it being understood that, at present, the Common Stock is not
certificated, which means that the Company is not issuing stock certificate for
the Shares and the Purchaser’s ownership in the Shares is reflected on the
Company’s books and records.
3. The
Company is offering a maximum of 50,000 shares of Common Stock at the Purchase
Price per Share on a best efforts basis, with no minimum number of Shares being
sold. As a result, the Purchaser understands that it is possible that
the Company will not receive any proceeds from the sale of Shares other than the
purchase price of the Shares previously sold by the Company, if any, and the
Purchase Price of the Shares being purchased by the Purchaser. The Company may
offer the Shares during the Subscription Period. The Subscription
Period is the period ending on September 15, 2009, which date may be extended by
the Company on one or more occasions, for a maximum of 60 additional
days.
4. The
Purchaser hereby represents, warrants, covenants and agrees as
follows:
(a) The
Purchaser understands that the offer and sale of the Shares is being made only
by means of this Agreement. The Purchaser understands that the
Company has not authorized the use of, and the Purchaser confirms that he is not
relying upon, any other information, written or oral, other than material
contained in this Agreement and in material that has been publicly filed by the
Company with the Securities and Exchange Commission (the
“Commission”). The Purchaser is aware that
the purchase of the Shares involves a high degree of risk and that the Purchaser
may sustain, and has the financial ability to sustain, the loss of his entire
investment, understands that no assurance can be given that the Company will be
profitable in the future.
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(b) The
Purchaser represents that he or she has such knowledge and experience in
financial and business matters as to enable the Purchaser to understand the
nature and extent of the risks involved in purchasing the Shares. The
Purchaser is fully aware that such investments can and sometimes do result in
the loss of the entire investment. The Purchaser has engaged his own
counsel and accountants to the extent that he deems it necessary.
(c) Purchaser
is not acquiring the Shares as a result of, and will not itself engage in, any
"directed selling efforts" (as defined in Regulation S) in the United States in
respect of the Shares which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of the Shares;
provided, however, that the Purchaser may sell or otherwise dispose of the
Shares pursuant to registration thereof under the Securities Act and any
applicable state and provincial securities laws or under an exemption from such
registration requirements.
(d) The
Purchaser acknowledges and agrees that none of the Shares have been registered
under the Securities Act, or under any state securities or "blue sky" laws of
any state of the United States, and, unless so registered, may not be offered or
sold in the United States or, directly or indirectly, to U.S. Persons, as that
term is defined in Regulation S, except in accordance with the provisions of
Regulation S, 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 and in each case
in accordance with applicable state securities laws.
(e) The
Purchaser acknowledges and agrees that the Issuer will refuse to register any
transfer of the Shares not made in accordance with the provisions of Regulation
S, pursuant to an effective registration statement under the Securities Act or
pursuant to an available exemption from the registration requirements of the
Securities Act and in accordance with applicable state and provincial securities
laws.
(f) The
Purchaser represents and warrants that no broker or finder was involved directly
or indirectly in connection with his or her purchase of the Shares pursuant to
this Agreement. The Purchaser shall indemnify the Issuer and hold it harmless
from and against any manner of loss, liability, damage or expense, including
fees and expenses of counsel, resulting from a breach of the Purchaser’s
warranty contained in this Paragraph 5(f).
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(g) The
Purchaser understands that he or she has no registration rights with respect to
the Shares.
(h) The
Purchaser is not a citizen or resident of the United States.
(i) The
Purchaser is acquiring the Shares for his or her own account, for investment
only and not with a view to resale or distribution and, in particular, it has no
intention to distribute either directly or indirectly any of the Shares in the
United States or to U.S. Persons (except in accordance with the regulation of
the Commission), and no other person has a direct or indirect beneficial
interest in such Shares;
(j) The
Purchaser is not an underwriter of, or dealer in, the common stock of the
Company, nor is the Purchaser participating, pursuant to a contractual agreement
or otherwise, in the distribution of the Shares.
(k) The
Purchaser was not induced to invest by any form of general solicitation or
general advertising including, but not limited to, the following: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over the news or radio; and
(ii) any seminar or meeting whose attendees were invited by any general
solicitation or advertising.
(l) No person
has made to the Purchaser any written or oral representations:
(i) that any
person will resell or repurchase any of the Shares;
(ii) that any
person will refund the purchase price of any of the Shares;
(iii) as to the
future price or value of any of the Shares; or
(iv) that any
of the Shares will be listed and posted for trading on any stock exchange or
automated dealer quotation system or that application has been made to list and
post any of the Shares of the Issuer on any stock exchange or automated dealer
quotation system.
(m) The
Purchaser will not transfer any Shares except in compliance with all applicable
federal and state securities laws and regulations, and, in such connection, the
Company may request an opinion of counsel reasonably acceptable to the Company
as to the availability of any exemption.
(n) The
Purchaser represents and warrants that the address set forth on the signature
page is his true and correct address, and understands that the Company will rely
on this representation.
(o) The
Purchaser is not an associate of a registered broker-dealer.
(p) If the
Purchaser is a corporation, partnership, trust or other entity, the Purchaser
represents and that (i) it is authorized and otherwise duly qualified to
purchase and hold the Shares; (ii) this Subscription Agreement has been duly and
validly authorized, executed and delivered and constitutes the legal, binding
and enforceable obligation of the Purchaser, and (iii) the individual who
executed this Agreement on behalf of the Purchaser is authorized to do
so.
(q) The
Purchaser acknowledges that the Company has made no representation or warranties
except as expressly set forth in this Agreement.
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5. The
Company represents and warrants to the Purchaser that the issuance of the Shares
has been duly authorized by all necessary corporate action and, when issued
pursuant to this Agreement upon payment of the Purchase Price of the Shares, the
Shares will be duly and validly authorized and issued, fully paid and
non-assessable.
6. All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier or
messenger against receipt thereof or sent by registered or certified mail (air
mail if overseas), return receipt requested or by telecopier if receipt of
transmission is confirmed by the recipient or if transmission is confirmed by
mail as provided in this Section 6. Notices shall be deemed to have
been received on the date of receipt. Notices shall be sent to the
Company at NewTech Enterprise Management, Inc. at the address set forth as the
beginning of this Agreement to the attention of the person executing this
Agreement on behalf of the Company and to the Purchaser at his address and
telecopier number set forth on the records of the Company. A copy of
any notice to the Company shall be sent to Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP,
00 Xxxxxxxx, 00xx
xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention Xxxxx X. Xxxxxxxx P.C., telecopier:
(000) 000-0000, e-mail: xxxxxxxxx@xxxx.xxx. Either
party may change the address or person to whom notice should be by notice given
in the manner set forth in this Section 6.
7. (a) This
Agreement constitutes the entire agreement between the parties relating to the
subject matter hereof, superseding any and all prior or contemporaneous oral and
prior written agreements, understandings and letters of intent. This
Agreement may not be modified or amended nor may any right be waived except by a
writing which expressly refers to this Agreement, states that it is a
modification, amendment or waiver and is signed by all parties with respect to a
modification or amendment or the party granting the waiver with respect to a
waiver. No course of conduct or dealing and no trade custom or usage
shall modify any provisions of this Agreement.
(b) This
Agreement and the rights of the parties shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely within such State. Each party hereby (i)
consent to the exclusive jurisdiction of the United States District Court for
the Southern District of New York and state courts of the State and County of
New York in any action relating to or arising out of this Agreement, (ii) agrees
that any process in any such action may be served upon it either (x) by
certified or registered mail, return receipt requested, or by hand delivery or
overnight courier service which obtains evidence of delivery, with the same full
force and effect as if personally served upon such party in New York City or (y)
any other manner of service permitted by law, and (iii) waives any claim that
the jurisdiction of any such tribunal is not a convenient forum for any such
action and any defense of lack of in personam jurisdiction with respect thereto.
The parties executing this
Agreement agree to waive trial by jury. The prevailing party shall be
entitled to recover from the other party its reasonable attorney’s fees and
costs.
(c) In the
event that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative only to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement.
(d) This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.
(e) This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
document.
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(f) The
various representations, warranties, and covenants set forth in this Agreement
or in any other writing delivered in connection therewith shall survive the
issuance of the Shares.
Please confirm your agreement with the
foregoing by signing this Agreement where
indicated.
Very truly yours,
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SUBSCRIBER**:
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CO-SUBSCRIBER**:
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_______________________________
Signature
of Purchaser
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___________________________________
Signature
of Co-Purchaser
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_______________________________
Name
of Purchaser [please print]
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___________________________________
Name
of Co-Purchaser [please print]
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_______________________________
Address
of Purchaser
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___________________________________
Address
of Co-Purchaser
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_______________________________
Social
Security or Taxpayer
Identification
Number of Purchaser
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___________________________________
Social
Security or Taxpayer Identification
Number
of Co-Purchaser
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________________________________________________________
Name
of Xxxxxx(s) as it should appear on the Company’s records *
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*Please
provide the exact names
(1) For
individuals, print full name of subscriber.
(2) For
joint, print full name of subscriber and all co-subscribers.
(3) For
corporations, partnerships, LLC, print full name of entity, including
“&,” “Co.,” “Inc.,” “LLC,” “LP,” etc.
(4) For
Trusts, print trust name (please contact your trustee for the exact name
that should appear on the Company’s records).
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Total
Purchase Price of Shares subscribed for:
RMB __________________
Number
of Shares subscribed
for: _________________
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Accepted
this___day of _________, 2009
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By:___________________________
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Name:
Title:
This
subscription is accepted for the full amount subscribed for unless a lesser
amount is set forth below.
Amount
Accepted:$
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