Exhibit 10.3
PRIVATE AGREEMENT OF STOCKHOLDING TRANSFER
The parties to this agreement, of irrevocable and irreversible character, are
the following persons and companies:
1) ARBOR INC.
Incorporated on 25/02/1999, in the State of Nevada, USA.
Tax-ID - 55.0835860
Headquarters and Address; ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ - ▇▇▇▇▇▇▇ - ▇▇▇ - 33140.
The Directors are ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, hereby represented; and ▇▇▇▇▇▇▇
Spoonamoore.
2) CPL Construcoes e Comercio Inc.
Incorporated on 20/03/1995, in the State of Delaware, USA.
Tax-ID - ---------------
Headquarters and Address; ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ - ▇▇▇▇▇▇▇ - ▇▇▇ - ▇▇▇▇▇.
The Directors are ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Junior, ▇▇▇▇▇▇ ▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇, who jointly with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, is hereby
represented.
3) CPLArbor do Brasil Constutora Ltda.
Incorporated on 19/02/2003, in the State of Sao Paulo, Brazil.
CNPJ/MF Number 05.780.433/0001-20
Headquarters and Address; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇-▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇,
Piracicaba - SP - CEP 13405-280.
The sole stockholders: - ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇, holding 99% (ninety nine per
cent) of the capital stock or stockholding and ▇▇▇▇▇▇▇▇ Naval ▇▇▇▇▇▇▇▇▇▇,
with 1% (one per cent) of the capital stock or stockholding, hereby
represented, therefore, as holders of one hundred per cent of the capital
stock of the company.
Taking into consideration that the company CPLArbor Brasil Construtora
Ltda., with its headquarters in Piracicaba, SP, and in Brazil, was created
and founded as a subsidiary and associated company of CPL Comercio e
Construcoes Inc., with its headquarters in the State of Delaware, USA, and
similarly was created and founded as a subsidiary and associated company of
Arbor Inc., with its headquarters in the State of Nevada, USA, therefore
companies with common interests, always looking to extend their markets and
to increase their competitiveness, as, for example,
in the construction of 135 residential houses, in the execution of the
project known as the "Conjunto Residencial ALTOS DA AGUA BRANCA", in the
city of Piracicaba - SP;
Taking into consideration, that the companies ARBOR INC., CPL Construcoes e
COMERCIO INC. and the company CPLArbor do BRASIL Construtora Ltda.,
initiated and are promoting registration by the relevant agencies in
Brazil, principally to comply with the obligations required by the
Brazilian Government federal authorities and the registration requirements
of the Banco Central do Brasil S/A, and others, it is agreed that for such
legalization and to comply with the relevant legislation, it is necessary
for a signed agreement between the members of the respective companies;
Consequently, the sole stockholders of the company CPLArbor do Brasil
Construtora Ltda., ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ and ▇▇▇▇▇▇▇▇ Naval ▇▇▇▇▇▇▇▇▇▇, by
this document and according to the law, are presented with the paperwork
for the relevant stockholding alteration and are obliged to sign the
relevant stockholding alteration document, according to Brazilian laws, so
that the stock ownership of CPLArbor do Brasil Construtora Ltda.,
registered by CNPJ/MF number 05.780.433/0001-20, transfers to be
integrated, composed or consisting of only corporate bodies or of the
companies ARBOR INC., of Nevada - USA and of CPL Construcoes e Comercio
Inc., of Delaware, USA, whose capital will be solely composed by these two
unique corporate bodies, in the proportion of 50% (fifty per cent) of the
capital stock or respective stockholding of each one. It belongs to and
becomes the exclusive ownership of the referred to and named corporate
bodies or companies and cannot be denied by those that are bound by this
particular document. This applies until the assignment or definitive
transfer is formalized and or the respective alteration in the articles of
association of CPLArbor do Brasil Construcoes Ltda occurs. It is agreed
that the stockholding of CPLArbor do Brasil Construtora Ltda., passes into
the hands and ownership of these companies or of those determined by these
companies and their owners, hereby undersigned.
Moreover, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ and ▇▇▇▇▇▇▇▇ Naval ▇▇▇▇▇▇▇▇▇▇, are also
obliged immediately not to modify or alter the articles of association of
CPLArbor do Brasil Construcoes Ltda., in order to wholly comply with the
above mentioned obligations stipulated by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the other
company signatories to this document.
Everything having been agreed, having read and conformed to this document,
the parties are to sign this document in three equal and identical copies,
for one purpose, promising to comply with all its requirements, by
themselves, or by their successors or heirs. It is also to be signed
jointly by two witnesses. The Piracicaba judicial district forum is chosen
to settle any doubts contained therein.
Piracicaba, 24 July 2003.
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For ARBOR INC. - ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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For CPL Construcoes e Comercio Inc.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇
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For CPLArbor do Brasil Construtora Ltda., and personally-
- ▇▇▇▇▇▇▇ ▇▇▇▇▇ Das Paz and ▇▇▇▇▇▇▇▇ Naval ▇▇▇▇▇▇▇▇▇▇ -
WITNESSES
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