PRE-INCORPORATION AGREEMENT
Exhibit 10.1
Agreement made as of this 20 day of March, 2009, by and among XX, Xxxxxxx (“WU”), HHM International, Inc. (“HHM”), a company incorporated in British Virgin Islands, and Xxxxx X. Xxxxxxxx, Trustee of the Xxxxx X. Xxxxxxxx P.C. Defined Benefit Plan (“Xxxxxxxx,” and, together with WU and
HHM, the “Parties”).
W I T N E S S E T H:
WHEREAS, the Parties desire to form a corporation in the United States with the intention of conducting business and making acquisitions in the Peoples’ Republic of China (the “PRC”); and
WHEREAS, the parties desire to provide for the equity ownership of such corporation and the initial officers and director of the corporation;
WHEREFORE, the Parties do hereby agree as follows:
1. The Parties agree that they will form a corporation under the laws of the State of Delaware to be named NewEnergy Enterprise Management, Inc. or such other name as may be acceptable
to WU. Such corporation is referred to as the “Company.”
2. Upon the formation of the Company, WU will be the sole director and he will be elected as chief executive officer.
3. Initially the stock in the Company will be held as follows: WU and his designees – 96%, HHM – 2%, Xxxxxxxx – 2%. The shares held by WU and his
designees shall include any stock that is issued by the Company pursuant to a Form S-1 or other registration statement under the United States Securities Act of 1933, as amended. The shares to be issued to the Parties are referred to as the “Shares.”
4. The Parties shall pay the following consideration for their Shares:
WU – XXX 000
XXX – XXX 700
Xxxxxxxx – $100
5. Until the Company completes a registered offering in the United States, no physical certificates shall be issued with respect to the Shares. The ownership of the Shares will
be reflected in a book entry.
6. Until the Company completes the first acquisition and any financing in connection with or relating to the first acquisition, any shares of capital stock that are issued (including shares
that are issued or issuable upon conversion of preferred stock or warrants or other convertible securities) shall reduce the percentage of the shares held by WU and his designees. Thereafter, all shares will be diluted proportionately.
7. Each Party represents that he is an accredited investor, as defined in Rule 501 of the United States Securities and Exchange Commission, that he is acquiring the Shares for his own
account (which, in the case of Xxxxxxxx is for the account the Xxxxx X. Xxxxxxxx P.C. Defined Benefit Plan) and not with a view to the sale or distribution of the Shares (without prejudice to any sale pursuant to Rule 144 of the Commission), that such Party understands that the Shares are restricted securities, as defined in said Rule 144, and may not be sold except pursuant to an effective registration statement or an exemption from registration and that the certificates for the Shares will bear the Company’s
standard investment legend, and the such Party has no registration rights with respect to the Shares.
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8. WU and HHM each represents that he is not a U.S. Person, as defined in Regulation S of the SEC and he 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 they may sell or otherwise dispose of the Shares pursuant to registration thereof under the Securities Act and any applicable state securities laws or under an exemption
from such registration requirements.
9. The Parties understand that Xxxxxxxx, in his individual capacity is of counsel to, laws firms that will perform legal services for the Company, and that the Company will pay such firms
for legal services in accordance with agreements with such firms.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first aforesaid.
| Address, e-mail and fax number |
Signature | |
|
Xxxx 000
Xxxx 0, Xxxxxxxx 0, Xxxxx 0 Xxxxxxx Xxxx
Xx. 00 Xxxxxxxx Xxxx, Xxxxxxx XxxxxxxxXxxx
Xxxxxxx
XXX 00000
|
/s/ XX, Xxxxxxx | |
|
XX, Xxxxxxx | ||
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|
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CitiGroup Tower 14/F
33 Hua Yuan Shi Qiao Road
Shanghai Pudong New Area
PRC, 200120 |
HHM INTERNATIONAL, INC. | |
| By: |
/s/ Xxxxxx Xxxxx | |
| Xxxxxx Xxxxx, Owner | ||
|
00 Xxxxxxxx; 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
e-mail: xxxxxxxxx@xxxx.xxx
fax: (000) 000 0000 |
XXXXX X. XXXXXXXX P.C. DEFINED BENEFIT PLAN | |
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Xxxxx X. Xxxxxxxx, Trustee | ||
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