Exhibit 10.4
COMMON STOCK PURCHASE AGREEMENT
To: Glory Way Holdings Limited
Attention: Ms. Xxxxxxxx Xxxx
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From:
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Gentlemen:
1. Offer; Purchase.
_____________________ (the "Seller") has offered to sell shares of common
stock, par value $0.0001 per share ("Common Stock") of Xxxxxxxx000.xxx,
Inc. (the "Company") to (Directel or Directel designee) (the "Purchaser").
The Purchaser hereby agrees, subject to the provisions of this Agreement,
to purchase from the Seller, the number of shares of Common Stock set
forth on the Purchaser Signature Page at the end of this Agreement (the
"Shares") at a purchase price of $0.025 per share, upon the terms and
conditions hereinafter set forth.
The Purchaser is delivering in escrow (i) the payment made payable to the
Seller and (ii) an executed copy of the Purchaser Signature Page at the
end of this Agreement (collectively, the "Purchaser Escrowed Documents"),
to:
XxXxxx Xxxx Chan, LLC
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq.
Release of the Purchaser Escrowed Documents shall be made contingent upon
the closing of the Control Transaction (as hereinafter defined) and the
provisions of this Agreement.
2. Revocation of Acceptance.
Seller understands and acknowledges that the Purchaser's purchase of the
Shares is
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contingent upon the closing of certain transactions Jandah Management
Limited has with control persons of the Company whereby, among other
things, Jandah Management Limited shall purchase substantially all of the
shares of Common Stock held by such control persons (the "Control
Transaction"). The Purchaser shall notify the Seller as soon as
practicable and in any event no later than three (3) business days
following the closing of the Control Transaction. In the event that the
Control Transaction does not occur by May 31, 2004, the transactions
contemplated hereunder shall be deemed null and void ab initio.
3. No Registration.
The Shares have not been registered for resale under any registration
statement filed with the Securities and Exchange Commission. The Purchaser
acknowledges that it is purchasing the Shares for its own account only and
not for the purposes of resale or further distribution (except possibly
for distribution to shareholders of the Purchaser in connection as part of
a properly authorized dividend distribution).
4. Representations and Warranties.
4.1. The Seller hereby represents and warrants to the Purchaser as
follows:
(a) The Seller is the good and lawful owner of the Shares.
Seller has held the Shares in its own name since the date of
the original purchase of the Shares from the Company. The date
of the original purchase of the Shares was __________________.
The Shares are free and clear from any restrictions or
limitations except for those imposed by applicable securities
laws. Except for the Shares, the Seller does not hold any
other equity in the Company or any options, warrants or notes
exercisable or convertible into any class of equity in the
Company.
(b) There are no liens, claims, offset rights or other
encumbrances relating to the Shares. The execution of this
Agreement by the Seller does not by itself or with the passage
of time violate or infringe upon the rights of any third
parties or result or could reasonably result in any claims
against the Purchaser or the Company.
(c) The Seller has not entered into any voting agreement or
similar agreements to vote or dispose of the Shares with any
party, except as provided for in this Agreement.
(d) The Seller is selling the Shares as part of a privately
negotiated transaction with the Purchaser and not as a result
of or subsequent to any advertisement, article, notice or
other communication published in any
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newspaper, magazine or similar media or broadcast over
television or radio, or presented at any seminar or meeting,
or any solicitation of a purchase by a person other than by
the Purchaser or a duly appointed representative of the
Purchaser.
(e) The Seller is not, and has not been within the past six
months, actively involved in the day-to-day affairs of the
Company. The Seller, if an individual, is not an officer,
director or employee of the Company and has not been a person
in such capacity for the past six months. The Seller has no
legal claims against the Company.
4.2. The Purchaser hereby represents and warrants to the Seller as
follows:
(a) The Purchaser is an entity formed under the laws of the
British Virgin Islands and is currently validly existing and
in good standing in the jurisdiction of its formation. The
Purchaser is a foreign entity. The execution of this Agreement
by the Purchaser has been duly and validly authorized and the
person designed to execute this Agreement is authorized by the
Purchaser to execute this Agreement on behalf of the
Purchaser.
(b) The Purchaser will acquire the Shares for its own account
for investment and not with a view to the sale or distribution
thereof or the granting of any participation therein, and has
no present intention of distributing or selling to others any
of such interest or granting any participation therein.
(c) The Purchaser is purchasing the Shares as part of a
privately negotiated transaction with the Seller and not as a
result of or subsequent to any advertisement, article, notice
or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a
sale by a person other than by the Seller or a duly appointed
representative of the Seller.
5. Closing Conditions; Deliveries and Seller Escrow.
(a) Upon the closing of the Control Transaction, the following deliveries
shall occur: (i) the Purchaser shall deliver or cause to be delivered to
the Seller the Purchaser Escrowed Documents, (ii) the Seller deliver or
cause to be delivered to the Purchaser its counterpart signature page to
this Agreement and the original share certificate for the Shares
(collectively, the "Seller Documents"), (iii) each of the Purchaser and
the Seller
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shall deliver to the other party a closing certificate certifying that the
representations and warranties made herein are true and correct as of the
delivery date of the Purchaser Escrowed Documents and the Seller Documents
(the "Delivery Date"), (iv) an opinion of Xxxxxx & Jaclin, LLP, legal
counsel to the Company, shall be delivered to the Purchaser in form and
substance satisfactory to the Seller opining to, among other things, the
effectiveness of the Prospectus and (v) the Company shall have delivered
to the Seller and the Purchaser its counterpart signature page to this
agreement relating to its acknowledgement of Section 3 hereof as of the
Delivery Date. The obligations of the parties to enter into the agreements
stated herein shall not commence until satisfaction of the delivered
contemplated by this Section 5(a).
(b) The Seller shall escrow the Seller Documents with the Company or its
designee, in which case the deliveries contemplated by Section 5(a) above
shall be made by the Company (or its designee).
6. Modification.
Neither this Agreement nor any provisions hereof shall be waived,
modified, discharged or terminated except by an instrument in writing
signed by the Seller and the Purchaser.
7. Notices.
Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to any other party hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States
mail box, stamped registered or certified mail, return receipt requested,
addressed to such address as may be listed on the books of the Company, or
(b) delivered personally at such address.
8. Counterparts.
This Agreement may be executed through the use of separate signature pages
or in any number of counterparts, and each such counterpart shall, for all
purposes, constitute one agreement binding on all parties, notwithstanding
that all parties are not signatories to the same counterpart.
9. Entire Agreement.
This Agreement and the documents referenced herein contain the entire
agreement of the parties with respect to the subject matter hereof and
there are no representations, covenants or other agreements except as
stated or referred to herein.
10. Severability.
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Each provision of this Agreement is intended to be severable from every
other provision, and the invalidity or illegality of any Portion hereof
shall not affect the validity or legality of the remainder hereof.
11. Assignability.
This Agreement is not transferable or assignable by the Purchaser, except
to those persons or entities that are either affiliates of or controlled
by the Purchaser.
12. Applicable Law; Jurisdiction.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York as applied to residents of that State
executing contracts wholly to be performed in that State. The parties
agree that any action or proceeding arising, directly, indirectly or
otherwise, in connection with, out of or from this Agreement, any breach
hereof or any transaction covered hereby shall be resolved within the
County, City and State of New York. Accordingly, the parties consent and
submit to the jurisdiction of the United States federal and state courts
located within the County, City and State of New York.
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NEXT THREE PAGES CONTAIN SIGNATURE PAGES]
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COMMON STOCK PURCHASE AGREEMENT
PURCHASER SIGNATURE PAGE
By executing this Purchaser Signature Page, the undersigned hereby
executes, adopts and agrees to all terms, conditions and representations of this
Agreement and acknowledges all requirements are met by the Purchaser to purchase
shares of Common Stock in the Company.
Number of Shares Purchased at $.025 per Share: ________________________________
Aggregate Purchase Price: $ ____________________________________________________
IN WITNESS WHEREOF, the undersigned Purchaser has executed this Signature
Page this __________ day of May, 2004.
Purchaser:
GLORY WAY HOLDINGS LIMITED
By:
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Name:
Title:
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COMMON STOCK PURCHASE AGREEMENT
SELLER SIGNATURE PAGE
By executing this Signature Page, the undersigned hereby executes, adopts
and agrees to all terms, conditions and representations of this Agreement and
acknowledges all requirements are met by the Seller to sell the Shares.
IN WITNESS WHEREOF, the Seller has executed this Seller Signature Page
this __________ day of May, 2004.
Seller:
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By:
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Name:
Title:
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