STOCK SUBSCRIPTION AND PURCHASE AGREEMENT
Exhibit
10.1
This
Stock Subscription and Purchase Agreement (the "Agreement") is made as of the
11th day of
April 2007 by and among NF Energy Saving Corporation of America, a Delaware
corporation (the "Company") and Xx, Xxxx (“Purchaser”).
WITNESSETH
WHEREAS,
subject to the terms and
conditions set forth herein, there are available for subscription and purchase
an aggregate of 1,700,000 shares of Company Common Stock (“Common Stock" or
"Securities" or "Shares"), par value USD0.001.
WHEREAS,
Purchaser offers to subscribe
and purchase 1,700,000 Securities for the aggregate amount of USD $870,000.00
("Funds") and Company, subject to the terms and conditions of this Agreement
accepts such offer to subscribe to purchase 1,700,000 Securities in exchange
for
Funds.
NOW,
THEREFORE, in consideration of the promises, terms, conditions and covenants
herein contained, Company and Purchaser do hereby agree as follows:
AGREEMENT
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1. Purchase
and Sale of Shares. Subject to the terms and conditions
herein, Purchaser hereby agrees to subscribe and purchase an aggregate
of
1,700,000 Securities in exchange for
Funds.
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4.1 Delivery
of the Funds. The Funds shall be paid as follows:
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a.
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At
the Closing, Purchaser shall deliver to the Company the Funds of
USD
$870,000 in form of cash or cashier
check;
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3. Delivery
of Common Stock Certificate. At the Closing, the Company
shall cause Common Stock certificates ("Certificates") to be issued
in the
name of Purchaser or his designees, representing 1,700,000
Shares.
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4.
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Representations
and Warranties of the Company. The Company hereby
represents and warrants to Purchaser as
follows:
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4.2
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Company
is a corporation duly organized and validly existing under the laws
of the
State of Delaware and has all requisite corporate power to own, operate
and lease its properties and assets and to carry on its
business. Company
is in
good standing under the laws of the Delaware and is current in its
tax
filings;
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4.3
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There
are no legal proceedings, administrative or regulatory proceeding,
pending
or suspected, which have not been fully disclosed in writing to the
Purchaser.
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4.4
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That
the Shares delivered to the Purchaser will be validly issued, fully
paid
and non-assessable;
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4.5
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That
all board actions issuing Shares to Purchaser are permissible and
legal
under Delaware law and in full compliance with Company's constituent
documents.
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4.6
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There
are no dissenting shareholders, shareholders have no dissenting rights
in
this transaction and no notice of dissenting shareholder rights has
been
received.
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4.7
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Shareholder
approval has been secured by Company, if required, in accordance
with the
laws of Delaware and Company's constituent
documents.
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4.8
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The
Board of Directors of Company has approved the transaction and this
Agreement, in accordance with the laws of Delaware and Company's
constituent documents.
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4.9
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Company
has taken all steps in connection with this Agreement and the issuance
of
the Certificates which are necessary to comply in all material respects
with the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as well as the rules and regulations promulgated pursuant
thereto.
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4.10
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The
Company has corporate authority, under the laws of its jurisdiction
and
its constituent documents, to do each and every element of performance
to
which it has agreed, and which is reasonably necessary, appropriate
and
lawful, to carry out this Agreement in good
faith.
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4.11
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The
business of the Company shall be conducted only in the ordinary and
usual
course and consistent with its past practice, and neither party shall
purchase or sell (or enter into any agreement to so purchase or sell)
any
properties or assets or make any other changes in its operations,
respectively, taken as a whole, or provide for the issuance of, agreement
to issue or grant of options to acquire any shares, whether common,
redeemable common or convertible preferred, in connection
therewith;
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4.12
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The
Company shall not assume, guarantee, endorse or otherwise become
responsible for the obligations of any other individual, firm or
corporation or make any loans or advances to any individual, firm
or
corporation, other than obligations and liabilities expressly assumed
by
the other that party.
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4.13
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The
company has, no reason to anticipate having, any material liabilities
which have not been disclosed to the other, in the financial statements
or
otherwise in writing. Furthermore, in executing this Agreement,
Company shall comply in all material respects with all Federal, state,
local and other governmental (domestic or foreign) laws, statutes,
ordinances, rules, regulations (including all applicable securities
laws),
orders, writs, injunctions, decrees, awards or other requirements
of any
court or other governmental or other authority applicable to Company
and
shall use their best efforts to perform all obligations under all
contracts, agreements, licenses, permits and undertaking without
default.
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4.14
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This
Agreement, and the faithful performance of this Agreement, will not
cause
any breach of any other existing agreement, or any covenant, consent
decree, or undertaking by either, not disclosed to the
other.
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4.15
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The
issued and outstanding shares and all Shares detailed herein, are
in fact
issued and outstanding, duly and validly issued, were issued as and
are
fully paid and non-assessable shares, and that, other than as represented
in writing, there are no other securities, options, warrants or rights
outstanding, to acquire further shares of the
Company.
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4.16
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Company
is not aware of any claims for brokers' fees, or finders' fees, or
other
commissions or fees, by any person not disclosed to Purchaser, which
would
become, if valid, an obligation of
Purchaser.
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5. Representations
and Warranties of Purchaser. Purchaser represents and warrants to
the Company as follows:
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5.1
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Authorization. This
Agreement, when executed and delivered by Purchaser, will constitute
a
valid and legally binding obligation of the Purchaser, enforceable
in
accordance with its terms, except as may be limited to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
or
equitable principles relating to or involving creditors'
rights.
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5.2
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Disclosure. Purchaser
is an officer and director of the Company and is fully informed of
and
aware of the structure and status of the Shares in which he is acquiring.
Purchaser is fully informed and aware of the status of the Shares
and
acknowledges that he is purchasing it in its current condition and
without
further warranties from the
Company.
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5.3
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Authority
to Execute and Perform Agreement. Purchaser has the full legal
right and power and all authority and approvals. If any, required
to enter
into, execute and deliver this Agreement and to perform fully Purchaser’s
obligations hereunder. This Agreement has been duly executed
and delivered by Purchaser and is a valid and binding obligation,
enforceable in accordance with its terms, except as may be limited
to
applicable bankruptcy, insolvency, reorganization, moratorium or
similar
laws or equitable principles relating to or involving creditors'
rights. The execution and delivery by Purchaser of this
Agreement and the performance by Purchaser of this Agreement in accordance
with its terms and conditions will not (i) require the approval or
consent
of any federal, state, local or other governmental or regulatory
body or
the approval or consent of any other person; (ii) conflict with or
result
in any breach or violation of any of the terms and conditions of,
(or with
notice or lapse of time or both, conflict with or result in any breach
or
violation of any of the terms and conditions of) any judgment or
decree
applicable to him of the Shares or any instrument, contract or other
agreement to which Purchaser is a
party.
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6. Miscellaneous.
6.1 Governing
Law. This Agreement shall be governed in all respects by the laws of
the State of Florida.
6.2 Survival. The
representations, warranties, covenants, and agreements made herein shall survive
any investigation made by any party hereto and the closing of the transactions
contemplated hereby.
6.3 Successors
and Assigns. Except as otherwise expressly provided herein, and the
provision hereof shall inure to the benefit of and be binding upon the
successors, assigns, heirs, executors, administrators of the parties hereto
and
all subsequent holders of the Shares.
6.4 Entire
Agreement; Amendment. This Agreement and the other documents and
agreements delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof. This Agreement may only be amended in writing
signed by the Seller and the holders of a majority of the outstanding Shares
sold hereunder.
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6.5 Notices. Except
as otherwise provided all notices and other communications require or permitted
hereunder shall be in writing and shall be mailed by first-class mail, postage
prepaid, addressed to their respective addresses as provided by Purchaser and
Seller or to such other address as each may have furnished to the others in
writing.
6.6 Expenses. Whether
or not the transactions contemplated hereby are consummated, each party shall
pay its own expenses in connection with the transaction.
6.7 Waiver
of Breach or Default. Neither Purchaser nor the Company shall waive
any right, power or remedy accruing hereunder unless such waiver is in writing
signed by the party to be charged. The waiver of any breach or
default hereunder shall not constitute the waiver of any other breach or
default. All remedies under this Agreement or by law or otherwise
afforded to Purchaser or the Company shall be cumulative and not
alternative.
6.8 Legal
Fees. The prevailing party in any legal action or arbitration
proceeding brought by one party against the other shall be entitled, in addition
to any other rights and remedies, to reimbursement for its expenses incurred
thereby, including court costs and reasonable attorney's fees.
6.9 Titles
and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered
in
construing this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year herein above first written.
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NF
ENERGY SAVING CORPORATION OF
AMERICA
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By: /s/ Xx,
Xxxx, President
Xx,
Xxxx, President
By: /s/ Wang,
Li Xxx
Xxxx,
Xx Xxx, Chief Financial Officer
& Director
Purchaser:
XX,
XXXX
/s/ Li,
Xxxx
Xx,
Gang,
Individually
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