SECURITIES PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made by and between Xxxxxx
Xxxxx ("Seller") and Ophion Management Ltd. ("Buyer").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Securities.
(a) Subject to the terms and conditions of this Agreement, and in
reliance upon the representations, warranties and covenants contained
herein, Buyer hereby agrees to purchase from Seller and Seller agrees
to sell to Buyer 10,800,000 shares of common stock, US$0.0001 par
value per share (the "Shares"), of Castmor Resources Ltd., a Nevada
corporation (the "Company") for an aggregate purchase price of US$1080
and other good and valuable consideration, the sufficiency of which is
hereby agreed, (the "Purchase Price").
(b) The Seller hereby acknowledges that he has received payment in full
of the Purchase Price.
2. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer that:
(a) Seller is the record and beneficial owner of the Securities and has
sole management power over the disposition of the Securities. The
Securities are free and clear of any liens, claims, encumbrances, and
charges.
(b) The Securities have not been sold, conveyed, encumbered, hypothecated
or otherwise transferred by Seller except pursuant to this Agreement.
(c) Seller has the legal right to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out his
obligations hereunder.
(d) The Securities are being sold to Buyer in reliance on Sections 4(1)
and 4(2) of the Securities Act of 1933, as amended.
3. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that:
(a) Buyer has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and
otherwise to carry out its obligations hereunder.
(b) The Securities are being acquired by Buyer solely for investment for
Buyer's own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof; and Buyer will not
sell or transfer such Securities unless covered by a registration
statement or an exemption therefrom.
(c) Buyer represents and warrants that Buyer is an investor experienced
in the evaluation of businesses similar to the Company, has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of this investment, and has
had access to all information respecting the Company that Buyer has
requested.
4. Miscellaneous.
(a) Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, successors and assigns of the parties.
(b) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(c) Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(d) Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified
or sent by overnight delivery by an internationally recognized
overnight courier upon proof of sending thereof and addressed to the
party to be notified at the address indicated for such party on the
signature page hereof, or at such other address as such party may
designate by written notice to the other parties.
(e) Expenses. Each of the parties shall bear its own costs and expenses
incurred with respect to the negotiation, execution, delivery, and
performance of this Agreement.
(f) Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Seller and Buyer.
(g) Assignment. Buyer may sell, assign or transfer any of its rights
under this Agreement as it sees fit and without notice.
(h) Entire Agreement. This Agreement represents and constitutes the
entire agreement and understanding between the parties with regard to
the subject matter contained herein. All prior agreements,
understandings and representations are hereby merged into this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on
their behalf by an agent thereunto duly authorized, this Agreement as of July
5, 2011.
OPHION MANAGEMENT LTD.
PER: /s/ Xxxxxx Xxxxx
XXXXXX XXXXX
AUTHORIZED SIGNATORY
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX
