Agreement to Sell and Purchase Common Stock. Subject to the terms and conditions set forth herein, upon the closing of the Company’s Initial Public Offering, the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Purchaser shall purchase, and the Company shall sell and issue to the Purchaser, shares of Common Stock (each, a “Share” and, collectively, the “Shares) having an aggregate purchase price equal to ten million dollars ($10,000,000) at a purchase price equal to the initial offering price to the public in the Initial Public Offering (as contained in the final prospectus for such Initial Public Offering filed with the Securities and Exchange Commission); provided that (a) the Purchaser will have no right or obligation to purchase any Shares at the time of the Initial Public Offering if, and to the extent that, the purchase of Shares would result in the Purchaser’s beneficial ownership of a number of shares of Common Stock which represent a percentage of the outstanding shares of Common Stock immediately following such purchase equal to or in excess of the lower, as applicable, of (X) 10% and (Y) 5% if, but only if, the Company shall notify Purchaser in writing at any time within 30 days prior to the closing of the Initial Public Offering that the Company desires that Purchaser acquire a number of Shares equal to the percentage just below the lesser percentage contained in this subclause (Y) (such lower percentage, as applicable contained in subclause (X) and subclause (Y), the “Capped Percentage”), and (b) in the event the purchase under this Section 2.1 would result in ownership of a percentage of the outstanding shares of Common Stock immediately following such purchase equal to or in excess of the Capped Percentage but for this clause (b), the Purchaser shall only be obligated and entitled to purchase the maximum number of Shares that will result in the Purchaser beneficially owning less than an aggregate of a percentage of the outstanding shares of Common Stock immediately following such purchase equal to the Capped Percentage, and the above aggregate purchase price shall be adjusted downward accordingly, and (c) for the avoidance of doubt, the Purchaser shall only be obligated and entitled to purchase Shares under this Section 2.1 once.
Agreement to Sell and Purchase Common Stock. Seller agrees to sell, and Buyer agrees to purchase, on the Closing Date, 3,271,429 shares of Common Stock, which represents in the aggregate 36.2% of the Stock Outstanding as of the date hereof. The aggregate purchase price of such Common Stock shall be HK$7,000,000 (equivalent to US$903,225.81 at the rate of US$l=HK$7.75) (US$0.2761 per share) and Buyer shall pay HK$700,000 (equivalent to US$90,322.58 at the rate of US$l=HK$7.75) (10%) to Seller in cash on the Closing Date and the remainder in a single installment of HK$6,300,000 (equivalent to US$812,903.23 at the rate of US$1=HK$7.75) payable to Seller within one month after the Closing Date, hereinafter referred to as the "Deferred Payment"
Agreement to Sell and Purchase Common Stock. SECTION 1.1
