COMMON STOCK PURCHASE AGREEMENT Private and Confidential
Exhibit
99.1
Private
and Confidential
THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among Grand Destiny Investments Limited an
entity with a principle address of Xxxx 0000, Xx Xxxx Xxxxx, Xx Xxxx Xxxxxx,
Xxxxxxx Bay, Shaukeiwan, Hong Kong, or its affiliate (the “Buyer”) and Xxxx X.
Xxxxx III and individual with an address at 000 Xxxxx Xxxxxx Xxxxxx,
Xxxxx X0-000, Xxxxx Xxx Xxxxxx 00000 (“Seller”), Rohat Resources, Inc., a
company organized under the laws of the state of Nevada and traded under the
symbol “ROHT” (the “Company”) (Buyer, Seller, and Company each a “Party” and
collectively the “Parties”).
W I T N E
S S E T H:
WHEREAS,
the Seller owns an aggregate of 4,000,000 shares of the common stock, par value
$0.001 per share (the “Stock”), of the Company, which Stock represents a
majority of the capital stock of the Company; and
WHEREAS,
the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to
the Buyer, the Stock in accordance with the terms set forth herein;
NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:
1. Agreement to Purchase and
Sell. On the Closing, Seller will sell, assign, convey and
deliver to Buyer and Buyer agrees to purchase the Stock in exchange for Two
Hundred Thousand U.S. dollars ($200,000) (the “Purchase Price”), to
be paid to Seller according to the terms and conditions set forth in Section 3
herein;
2. Closing. The
closing of the purchase and sale of the Stock, and the payment by Buyer of the
Purchase Price (the “Closing”) shall take place on or before February __, 2008,
at the offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 00 Xxxxxxxx, 00xx Xx. Xxx
Xxxx, XX 00000, electronically, or as counsel for the parties otherwise may
agree (the “Closing Date”), subject to the satisfaction of the following Closing
Conditions (hereinafter defined) having been satisfied or waived:
a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer (this
delivery, together with the other deliveries required from Buyer by the
provisions of this paragraph (the “Buyer Deliverables”);
b) Seller
shall deliver a fully executed copy of this Agreement to Buyer (executed by the
Seller and the Company) (this delivery, together with the other deliveries
required from Seller by the provisions of this paragraph (the “Seller
Deliverables”);
c) The
Purchase Price (defined in Section 3(a) herein) shall be delivered to
Seller;
d) Seller
shall cause the board of directors of the Company to execute a
resolution, approving the terms of this Agreement and providing that,
effective as of the Closing Date, or such later date as agreed to between the
Company and its current officers, (i) the Company’s officers shall
resign and be duly replaced by the Buyer’s Chief Executive Officer designee, who
is Liu Xxxx Xxxxx; (ii) the Company’s director shall execute and deliver the
Company and Buyer a letter of resignation effective upon the expiration of the
10-day period beginning on the date of the filing of the Information Statement
(as defined below) and (iii) the Company will cause the Buyer’s director
designee to be duly appointed, which appointment will become effective at the
time the resignation of the Company’s current director becomes effective, who is
Chak Xxx Xxxxx;
e) Seller
will use his reasonable best efforts to ensure that Company’s current director
will remain a director of the Company until the expiration of the 10-day period
beginning on the date of the filing of the Information Statement relating to a
change in majority of directors of the Company with the Commission pursuant to
Rule 14f-1 promulgated under the Exchange Act (“Information Statement”), and the
Buyer agrees to file with the Securities and Exchange Commission promptly after
the Closing Date a report on Form 14f disclosing the change in control of the
Company; and
f) The Company
shall at the Closing deliver to the Buyer a certificate signed by the Company’s
Chief Executive Officer to the effect that, as of the Closing Date, (a), the
Company has performed all obligations required to be performed hereunder at or
before the Closing (b) all representations and warranties of the Company herein
are true and correct as of the Closing Date and (c) as of the Closing date the
Company does not have any liabilities or debt of any kind.
g) The Seller
shall at the Closing deliver to the Buyer a certificate signed by the Seller to
the effect that, as of the Closing Date, (a), the Seller has performed all
obligations required to be performed hereunder at or before the Closing (b) all
representations and warranties of the Seller herein are true and correct as of
the Closing Date and (c) as of the Closing date the Company does not have any
liabilities or debt of any kind.
h) The
Company at the closing shall deliver to the Buyer a Secretary’s Certificate in a
form reasonably satisfactory to the Buyer.
i) The
Company shall at the Closing deliver a legal opinion of the Company’s Counsel in
the form of Exhibit A attached hereto.
j) Seller
shall deliver to Buyer:
(i) to the
extent reasonably available to Seller, and after the full performance of Section
3(a), true and correct copies of the Company’s business, financial and corporate
records including but not limited to: correspondence files, bank statements,
checkbooks, minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts;
and,
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(ii) upon
delivery by Buyer of the Buyer deliverables, and delivery to Sichenzia Xxxx
Xxxxxxxx Xxxxxxx LLP (“Escrow Agent”), who is serving as escrow agent pursuant
to the Escrow Agreement between the Seller and Buyer, and the Escrow
Agent dated February ___, 2009 (the “Escrow Agreement”), of the Purchase Price,
Seller shall deliver or cause to be delivered (or cause the transfer agent to
issue) stock certificate(s) evidencing the Stock, free and clear of all liens,
charges, or encumbrances of whatsoever nature along with executed stock powers
signed in blank medallion signature guaranteed, which stock certificates and
medallion signature guaranteed stock powers shall be delivered to the Buyer
..
.
k) For
purposes hereof, the term “Closing Conditions” shall mean:
(i) that the
Seller shall have delivered to Buyer the Seller Deliverables;
(ii) that the
representations of the Seller and the Company contained in this Agreement shall
be true and complete in all respects; and
(iii) that, to
the best knowledge of the Seller and the Company, no material adverse change in
the business or financial condition of the Company shall have occurred or be
threatened since the date of this Agreement, and no action, suit or proceedings
shall be threatened or pending before any court of governmental agency or
authority or regulatory body seeking to restraint, prohibition or the obtain
damages or other relief in connection with this Agreement or the consummation of
the transactions contemplated by this Agreement or that, if adversely decided,
has or may have a material adverse effect upon the Company or the
Stock.
3. Payment
Terms.
a) Buyer has
previously placed Two Hundred Thousand Dollars ($200,000) into an escrow account
with the Escrow Agent, for payment of the Purchase Price. Upon the
confirmation by the Seller and the Buyer that all of the Closing Conditions have
been satisfied or waived, the Purchase Price shall be delivered to the Seller or
his designee as provided in the Escrow Agreement.
4. Representations and
Warranties of Seller. Seller hereby represents and warrants to
Buyer that the statements in the following paragraphs of this Section 4 are all
true and complete as of the date hereof:
a.
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Title to
Stock. Seller is the record and beneficial owner and has
sole managerial and dispositive authority with respect to the Stock and
has not granted any person a proxy that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant
to this Agreement will vest in Buyer the legal and valid title to the
Stock, free and clear of all liens, security interests, adverse claims or
other encumbrances of any character whatsoever (“Encumbrances”) (other
than Encumbrances created by Buyer and restrictions on resales of the
Stock under applicable securities
laws).
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b.
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Liabilities of the
Company. The liabilities referenced in Exhibit B herein represent,
to the best of Seller’s knowledge, the total outstanding liabilities of
the Company. The Seller shall take all necessary and prudent
actions to satisfy the obligations of the Company as of the Closing in
regards to the liabilities referenced in Exhibit B (the “Obligations”) and
with respect to the preparation of the filing and Company’s 10-Q for the
quarter ended January 31, 2009. As of the Closing, the Company shall not
have any liabilities or debt. Without limiting the generality of the
forgoing, the Seller shall indemnify the Company for all fees and costs
incurred by the Company in connection with the preparation and filing of
the Company’s 10-Q for the period ended January 31,
2009.
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c.
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Full Power and
Authority. Seller represents that it has full power and authority
to enter into this Agreement.
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d.
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No
Conflict. Neither the execution or delivery by the
Seller of this Agreement, nor the consummation or performance by the
Seller of the transactions contemplated hereby or thereby will, directly
or indirectly, (a) contravene, conflict with, constitute a default (or an
event or condition which, with notice or lapse of time or both, would
constitute a default) under, any agreement or instrument to which the
Seller is a party or to which the Stock are subject; or (b) contravene,
conflict with, or result in a violation of, any law to which the Seller
may be subject.
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e.
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Litigation. There
is no pending action, claim or proceeding against the Seller that involves
the Stock or that challenges, or may have the effect of preventing,
delaying or making illegal, or otherwise interfering with, any of the
transactions contemplated by this Agreement and, to the knowledge of the
Seller, no such action, claim or proceeding has been threatened, and no
event or circumstance exists that is reasonably likely to give rise to or
serve as a basis for the commencement of any such action, claim or
proceeding.
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f.
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Representations of the
Company. The representations and warranties of the
Company in Section 6 below, are, to the best knowledge of the Seller, true
and complete.
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5. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to Seller
that the statements in the following paragraphs of this Section 5 are all true
and complete as of the date hereof:
a.
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Exempt
Transaction. Buyer understands that the offering and sale of
the Stock is intended to be exempt from registration under the Securities
Act of 1933, as amended (the “Act”) and exempt from registration or
qualification under any state law.
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i.
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Full
Power and Authority. Buyer represents that it has full power
and authority to enter into this
Agreement.
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ii.
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Stock. The
Stock to be purchased by Buyer hereunder will be acquired for investment
for Buyer’s own account, not as a nominee or agent, and not with a view to
the public resale or distribution thereof, and Buyer has no present
intention of selling, granting any participation in, or otherwise
distributing the same, unless and except and to the extent that such Stock
is to be sold, pledged or transferred in connection with a Transaction or
an initial financing of the
Company.
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iii.
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Information
Concerning the Company. Buyer is solely responsible for
conducting its own due diligence with respect to the Company and its
liabilities and for gathering enough information upon which to base an
investment decision in the Stock. Buyer acknowledges that Seller has made
no representations with respect to the Company or its status except as
explicitly stated in this
Agreement.
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iv.
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Investment
Experience. The Buyer understands that purchase of the Stock involves
substantial risk. The
Buyer:
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has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,
has such
knowledge and experience in financial, tax, and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protect
Buyer’s own interests in connection with the investment and to make an informed
investment decision with respect thereto.
v.
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No
Oral Representations. No oral or written representations have
been made other than or in addition to those stated in this Agreement.
Buyer is not relying on any oral statements made by Seller, Seller's
representatives, employee’s or affiliates in purchasing the
Stock.
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vi.
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Restricted
Securities. Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from
the Company in a transaction not involving a public
offering.
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vii.
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Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the
Company may require an opinion of counsel satisfactory to the Company that
such transfer may be made pursuant to an applicable exemption under the
Act. Buyer acknowledges that a restrictive legend appears on
the Stock and must remain on the Stock until such time as it may be
removed under the Act.
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viii.
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Compliance. Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, the Transaction and all related transactions,
including but not limited to filing any forms required by the U.S.
Securities and Exchange Commission.
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6. Representations and
Warranties of the Company. The Company hereby represents, warrants,
covenants and agrees, as of the date hereof and as of the Closing Date, as
follows:
a. Organization and
Authority.
i.
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The
Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. As of the
Closing, the Company shall not have any
subsidiaries.
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ii.
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Complete
and correct copies of the Company’s certificate of incorporation and
by-laws are available for review on the XXXXX system maintained by the
U.S. Securities and Exchange Commission (the “Commission” or the
“SEC”).
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iii.
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The
Company has full power and authority to carry out the transactions
provided for in this Agreement, and this Agreement constitutes the legal,
valid and binding obligations of the Company, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency and other laws of general application affecting the enforcement
of creditor’s rights and except that any remedies in the nature of
equitable relief are in the discretion of the court. All
necessary action required to be taken by the Company for the consummation
of the transactions contemplated by this Agreement has been
taken.
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iv.
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The
execution and performance of this Agreement will not constitute a breach
of any material agreement or indenture to which the Company is a party,
and will not violate any judgment, decree, order, writ, rule, statute, or
regulation applicable to the Company. The execution and
performance of this Agreement will not violate or conflict with any
provision of the certificate of incorporation or by-laws of the
Company.
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v.
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The
Stock is duly and validly authorized and issued, fully paid and
non-assessable.
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vi.
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The
authorized Common Stock consists of 100,000,000 shares of common stock,
par value $0.001 per share, of which 6,487,500 shares are issued and
outstanding, and 10,000,000 million shares of blank check preferred stock,
par value $0.001 per share, of which none have been designated or
issued. The Company has no outstanding or authorized warrants,
options, other rights to purchase or otherwise acquire capital stock or
any other securities of the Company, preemptive rights, rights of first
refusal, registration rights or related commitments of any
nature. All issued and outstanding Common Stock was either (i)
registered under the Securities Act, or (ii) issued pursuant to valid
exemptions from registration
thereunder.
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vii.
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No
consent, approval or agreement of any person, party, court, governmental
authority, or entity is required to be obtained by the Company in
connection with the execution and performance by the Company of this
Agreement or the execution and performance by the Company of any
agreements, instruments or other obligations entered into in connection
with this Agreement.
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viii.
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The
Stock is free and clear of all liens, claims and
encumbrances.
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b. SEC
Documents.
i.
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The
Company is current with its reporting obligations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). To the
Company’s knowledge, none of the Company’s filings made pursuant to the
Exchange Act (collectively, the “Company SEC Documents”) contains any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading. The Company SEC Documents, as of their respective
dates, complied in all material respects with the requirements of the
Exchange Act, and the rules and regulations of the Commission thereunder,
and are available on the Commission’s XXXXX system. With
respect to the Company’s Annual Report on Form 10-K for the year ended
October 31, 2008, the Buyer acknowledges receipt of the auditor’s note
(attached hereto as Exhibit C) regarding a typographical error contained
in the Balance Sheet, about which the Company has taken no action upon the
advice of the auditor.
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ii.
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The
Company SEC Documents include the Company’s audited consolidated financial
statements for the fiscal years ended October 31, 2008 and 2007
(collectively, the “Financial Statements”), including, in each case, a
balance sheet and the related statements of operations, stockholders’
equity. The Financial Statements present fairly the financial
position of the Company at the respective balance sheet dates, and fairly
present the results of the Company’s operations, changes in stockholders’
equity and cash flows for the periods covered. With respect to
the Company’s Annual Report on Form 10-K for the year ended October 31,
2008, the Buyer acknowledges receipt of the auditor’s note (attached
hereto as Exhibit C) regarding a typographical error contained in the
Balance Sheet, about which the Company has taken no action upon the advice
of the auditor.
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iii.
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At
the close of business on October 31, 2008, the Company did not
have any material liabilities, absolute or contingent, of the type
required to be reflected on balance sheets prepared in accordance with
GAAP which are not fully reflected, reserved against or disclosed on the
balance sheet for the quarterly period ended January 31,
2009. The Company has not guaranteed or assumed or incurred any
obligation with respect to any debt or obligations of any person or
entity, except endorsements made in the ordinary course of business in
connection with the deposit of items for collection. The
Company does not have any debts, contracts, guaranty, standby, indemnity
or hold harmless commitments, liabilities or obligations of any kind,
character or description, whether accrued, absolute, contingent or
otherwise, or due or to become due, and not heretofore paid or
discharged. As of the Closing Date, the Company shall have no
trade payables, indebtedness or other
liabilities.
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c. Absence of
Changes. Since October 31, 2008, there have not
been:
ix.
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any
changes in the consolidated assets, liabilities, or financial condition of
the Company, except changes in the ordinary course of business which do
not and will not have a material adverse effect on the
Company;
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x.
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any
changes or amendments to a material contract, charter document or
arrangement not in the ordinary course of business to which the Company is
a party other than contracts which are to be terminated at or prior to the
Closing;
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xi.
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any
loans made by the Company to any of affiliate of the Company or any of the
Company’s employees, officers, directors, shareholders or any of its
affiliates;
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xii.
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any
declarations or payments of any dividend or other distribution or any
redemption of any capital stock of the
Company;
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xiii.
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any
other events or conditions of any character which might have a material
adverse effect on the Company; or
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xiv.
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any
agreements or commitments by the Company to do any of the things described
in this Section.
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d. Contracts and
Commitments. Except as contemplated under this Agreement, the
Company is not a party to any material contract or agreement.
e. No
Defaults. The Company is not in violation of its certificate
of incorporation or by-laws or any judgment, decree or order, applicable to
it.
f. Litigation. There
are no pending or, to Company’s knowledge, threatened against the Company or any
of its assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation.
g. Compliance with
Laws. The Company, to its knowledge, is in full compliance
with all laws applicable to it (including, without limitation, with respect to
zoning, building, wages, hours, hiring, firing, promotion, equal opportunity,
pension and other benefit, immigration, nondiscrimination, warranties,
advertising or sale of products, trade regulations, anti-trust or control and
foreign exchange or, to the Company’s knowledge, environmental, health and
safety requirements).
h. Intellectual
Property. The Company has no intellectual property
rights.
i. No
Broker. Neither the Company nor any of its agents or employees
has employed or engaged any broker or finder or incurred any liability for any
brokerage fees, commissions or finders’ fees in connection with the transactions
contemplated by this Agreement. The Company shall indemnify and hold
the Buyer harmless against any loss, damage, liability or expense, including
reasonable fees and expenses of counsel, as a result of any brokerage fees,
commissions or finders’ fees which are due as a result of the consummation of
the transaction contemplated by this Agreement.
7. Indemnification.
a. Buyer
shall indemnify and hold harmless the Seller from and against any and all
losses, damages, expenses and liabilities (collectively “Liabilities”) or
actions, investigations, inquiries, arbitrations, claims or other proceedings in
respect thereof, including enforcement of this Agreement that arise by reason of
Buyer’s representations in this Agreement being untrue in any material respect
(collectively “Actions”) (Liabilities and Actions are herein collectively
referred to as “Losses”). Losses include, but are not limited
to all reasonable legal fees, court costs and other expenses incurred in
connection with investigating, preparing, defending, paying, settling or
compromising any suit in law or equity arising out of this Agreement or for any
breach of this Agreement notwithstanding the absence of a final determination as
to a Buyer’s obligation to reimburse Seller for such Losses and the possibility
that such payments might later be held to have been improper.
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b. Seller
agrees to indemnify Buyer, and hold Buyer harmless from and in respect of any
Liabilities or actions, investigations, inquiries, arbitrations, claims or other
proceedings in respect thereof, including enforcement of this Agreement that
arise by reason of Seller’s representations in this Agreement being untrue in
any material respect (collectively “Actions”) (Liabilities and Actions are
herein collectively referred to as “Losses”). Losses include,
but are not limited to all reasonable legal fees, court costs and other expenses
incurred in connection with investigating, preparing, defending, paying,
settling or compromising any suit in law or equity arising out of this Agreement
or for any breach of this Agreement notwithstanding the absence of a final
determination as to a Seller’s obligation to reimburse Buyer for such Losses and
the possibility that such payments might later be held to have been
improper.
c. If any
claim, action or proceeding is brought against a Party arising out of a claim
that is the subject of indemnification under this Agreement, the Party seeking
indemnification shall provide the other Party prompt written notice of the same,
together with the basis for such Party seeking indemnification (the
“Indemnification Notice”). Upon receipt of an Indemnification Notice by a
Party, such Party shall inform the other Party (delivering the Indemnification
Notice), within five (5) business days after receipt of the Indemnification
Notice, whether the Party accepts or rejects responsibility for resisting and
defending such claim, action or proceeding. If responsibility is accepted,
the indemnifying party shall have the right to select attorneys reasonably
acceptable to the other Party. If responsibility is not accepted, then the
Party delivering the Indemnification Notice shall be free to select attorneys to
assist in the defense of the claim, action or proceeding without approval of the
other Party. Unless the Party receiving the Indemnification Notice has provided
the other Party with written acceptance of responsibility for defense and
indemnification of the subject claim, action or proceeding, the indemnifying
party shall not settle any such claim without the prior consent of such Party
delivering the Indemnification Notice, which consent shall not be unreasonably
withheld, conditioned or delayed.
8. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the New York, without giving effect to any other
choice or conflict of law provision that would cause the application of the laws
of any other jurisdiction. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other document executed pursuant to this
Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, stockholders, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New
York. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York,
borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of this Agreement) and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding has been commenced in an
improper or inconvenient venue for such proceeding. Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by
law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence an
action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.
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9. Company’s Form
10-Q. The parties to this Agreement acknowledge that, by
reason of the Company’s fiscal quarter ended January 31, 2009, that the Company
is responsible for filing an quarterly report on Form 10-Q no later than March
17, 2009. Seller and the Company agree to cooperate fully with Buyer
and to cause their representatives to cooperate fully with Buyer in connection
with the preparation of the financial statements and other disclosures and
materials and, generally, the entire report, so that the same is filed timely
with the SEC, and that, if requested by Buyer, the Company’s current Principal
Executive Officer and Principal Financial Officer shall provide the Section 302
and Section 906 Certifications required in connection therewith.
10. Term /
Survival. The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 7, 8, 9 and 20 hereof
shall survive the termination of this Agreement.
11. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.
12. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement. A telefaxed copy of this Agreement shall be deemed an
original.
13. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
14.
Costs,
Expenses. Each party hereto shall bear its own costs in connection with
the preparation, execution and delivery of this Agreement.
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15. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy. All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.
16. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
17.
Entire
Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.
18. Further
Assurances. From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
19. Notices. All notices
or other communications required or permitted by this Agreement shall be in
writing and shall be deemed to have been duly received:
a) if given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following
transmission,
b) if given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mail, and
c) if given
by courier or other means, when received or personally delivered, and, in any
such case, addressed notices given in the manner provided above shall be
effective upon delivery to a party or upon a party’s refusal of delivery at the
party’s address as indicated herein for the delivery of notices, or to such
other addresses as may be specified by any such Person/Party to the other
Person/Parties pursuant to notice given by such Person/Party or its counsel in
accordance with the provisions of this Section 19.
20. Xxxxxxx
Xxxxxxx. Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company. Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any xxxxxxx xxxxxxx of Company shares.
12
In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.
SELLER BUYER
GRAND DESTINY INVESTMENTS LIMITED | |||
/s/ Xxxx X. Xxxxx
III
|
|
By: Liu Xxxx Xxxxx | |
By: Xxxx X. Xxxxx III | Liu Xxxx Xxxxx | ||
Director | |||
Date: March 9, 2009 | Date: March 9, 2009 |
COMPANY
ROHAT RESOURCES, INC. | |||
/s/ Xxxx X. Xxxxx
III
|
|
||
By: Xxxx X. Xxxxx III | |||
Date: March 9, 2009 | |||
President and Chief Executive Officer |
Date:
March 9, 2009
13
Exhibit
A
[Form
of Legal Opinion]
Synergy
LAW GROUP, L.L.C.
Xxxxxx
X. Xxxxxxx
Direct:
312.454.0312
xxxx@xxxxxxxxxxxxxxxx.xxxx
March 9,
2009
Grand
Destiny Investments Limited
Ladies
and Gentlemen:
We have
acted as counsel to Rohat Resources, Inc., a Nevada corporation ("Company"), and
Xxxx X. Xxxxx HI in connection with the preparation, execution and delivery of a
Common Stock Purchase Agreement (the "Rohat Agreement") dated as of March 9,
2009 by and among the Company, Grand Destiny Investments Limited ("Buyer") and
Xxxx X. Xxxxx III ("Seller"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Rohat Agreement.
For
purposes of this opinion, we have examined such documents and records as we deem
appropriate, including the following:
1.
|
A
copy of the Certificate of Incorporation of the
Company.
|
2.
|
An
Officer's Certificate, signed by the President and Chief Executive Officer
of the Company, dated as of the date
hereof.
|
3.
|
A
certificate of recent date of the Secretary of State of the State of
Nevada certifying as to the good standing of the Company, as well as a
certificate of recent date of the Secretary of State of the State of
Minnesota certifying as to the good standing of Greenview Power, Inc.
("Subsidiary").
|
4.
|
A
copy of the Bylaws of the Company, certified by the Secretary of the
Company to be a true and correct copy of the Bylaws of the Company as in
effect on the date hereof, as well as a copy of the Bylaws of the
Subsidiary certified by the Secretary of the Subsidiary to be a true and
correct copy of the Bylaws of the Subsidiary as in effect on the date
hereof.
|
5.
|
Copies,
certified by the Secretary of the Company to be true copies, of
resolutions adopted by the Board of Directors of the Company, or
committees thereof relating to the
Agreement.
|
6.
|
Executed Rohat Agreement pursuant to which Buyer is acquiring 4,000,000 shares of the Company. |
7.
|
The
Common Stock Purchase Agreement by and among Xxxx X. Xxxxx III, the
Company and the Subsidiary
(the "Subsidiary Purchase
Agreement").
|
We also
have examined such statutes, regulations and such other corporate records and
documents and certificates and telegrams of corporate and public officials as we
have deemed necessary for the purposes of this opinion. In such examinations, we
have relied as to matters of fact upon certain of the documents to be delivered
at the Closing (as defined in the Agreement). In addition, we have assumed
without independent verification, (i) the Iegal capacity of all natural persons,
(ii) the genuineness of all signatures, (iii) the authority of all signatories
(other than those signing on behalf of the Company), (iv) the authenticity and
completeness of all documents, records and instruments submitted to us as
originals, and (v) with respect to copies of documents, records and instruments
submitted to us, we have assumed the conformity of such copies with the
originals of such documents, records and instruments.
Grand
Destiny Investments Limited
March 9,
2009
Page
2
We have
assumed, without investigation or independent verification, the accuracy and
completeness of the representations and warranties regarding factual matters of
the parties thereto contained in the Agreement. As to any other facts material
to the opinions expressed herein that have not been independently established or
verified by us, we have relied upon statements or representations of officers or
other representatives of the Company and upon certificates of government
officials.
Based
upon and subject to the foregoing and the other qualifications and limitations
stated in this opinion letter, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion
that:
1.The
Company validly exists as a corporation in good standing under the laws of the
State ofNevada.
2, Xxxx
X. Xxxxx III, purchased 4,000,000 shares of the Company's common stock pursuant
to a Stock Purchase Agreement between Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx, dated
September 13, 2008 and such shares were validly and legally acquired by Xxxx X.
Xxxxx III on September 13, 2008.
3. The
Company is duly authorized to enter into the Rohat Agreement. All corporate acts
and other proceedings required to be taken by the Company, and its respective
stockholders to authorize the Company to execute and deliver the Rohat Agreement
and to consummate the transactions contemplated thereby have been duly and
properly taken. The Company and the Subsidiary are each duly authorized to enter
into the Subsidiary Purchase Agreement. All corporate acts and other proceedings
required to be taken by the Company, and their respective stockholders to
authorize the Company and the Subsidiary to execute and deliver the Subsidiary
Purchase Agreement and deliver the Subsidiary Purchase Agreement and to
consummate the transactions contemplated thereby have been duly and properly
taken. Without limiting the generality of the foregoing, the Company does not
need to obtain approval of its shareholders to enter into the Subsidiary
Purchase Agreement and consummate the transactions contemplated thereby
including the sale of all of the issued and outstanding shares of the Subsidiary
to Xxxx X. Xxxxx III, and no other approval or notice is required.
4. The Rohat
Agreement has been duly executed and delivered by the Company and constitutes
the valid and legally binding obligation of the Company, enforceable against it
in accordance with its terms, subject to bankruptcy, receivership, insolvency,
fraudulent transfer or conveyance, reorganization, moratorium or similar laws
affecting or relating to creditors rights generally and subject to general
principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief and other equitable remedies),
regardless of whether such enforceability is considered in a proceeding in
equity or at law. The Subsidiary Purchase Agreement has been duly executed and
delivered by the Company and the Subsidiary and constitutes the valid and
legally binding obligation of the Company and the Subsidiary, enforceable
against them in accordance with its terms, subject to bankruptcy, receivership,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or
similar laws affecting or relating to creditors rights generally and subject to
general principles of equity (including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief and other equitable
remedies), regardless of whether such enforceability is considered in a
proceeding in equity or at law.
5. The
Rohat Agreement has been duly executed and delivered by the Seller and
constitutes the valid and legally binding obligation of the Seller, enforceable
against him in accordance with its terms, subject to bankruptcy, receivership,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or
similar laws affecting or relating to creditors rights generally and subject to
general principles of equity (including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief and other equitable
remedies), regardless of whether such enforceability is considered in a
proceeding in equity or at law.
Grand
Destiny Investments Limited
March 9,
2009
Page
3
6. The
execution, delivery and performance of the Rohat Agreement by the Company and
the Seller and the consummation by the Company and the Seller of the
transactions contemplated thereby, do not and will not result in a violation of
the Company's Certificate of Incorporation, or Bylaws. The execution, delivery
and performance of the Subsidiary Purchase Agreement by the Company and the
Subsidiary and the consummation by the Company and the Subsidiary of the
transactions contemplated thereby, do not and will not result in a violation of
the (i) Company's Certificate of Incorporation, or Bylaws and/or the (ii)
Subsidiary's Certificate of Incorporation or Bylaws.
7. The
execution, delivery and performance of the Rohat Agreement by the Company and
the consummation of the transactions completed thereby, (i) do not and will not
result in a violation of any federal, state, local or foreign law, rule or
regulation, or any order, judgment or decree and (ii) will not require the any
approval, consent, authorization, waiver, exemption or order of, or make any
filing, or registration with, any court or government or regulatory agency in
order for it to execute, deliver or perform any of its obligation under the
Rohat Agreement.
8. The
execution, delivery and performance of the Subsidiary Purchase Agreement by the
Company and the Subsidiary and the consummation of the transactions completed
thereby, (i) do not and will not result in a violation of any federal, state,
local or foreign law, rule or regulation, or any order, judgment or decree and
(ii) will not require the any approval, consent, authorization, waiver,
exemption or order of, or make any filing, or registration with, any court or
government or regulatory agency in order for it to execute, deliver or perform
any of its obligation under the Subsidiary Purchase Agreement.
9. We
have not been engaged to devote substantive attention to any claims, actions,
suits, proceedings or investigations that are pending against the Company or the
Subsidiary or any of their respective properties or against any officer or
director of the Company or the Subsidiary in his capacity as such.
The
execution, delivery and performance of the Rohat Agreement by the Company and
the consummation by the Company of the transactions contemplated thereby do not
and will not conflict with, or constitute a material default (or an event that
with notice or lapse of time or both would become a material default) under,
require a consent under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement to which the Company is a party,
except as would not reasonably be expected to have a material adverse
effect.
11. The
issuance and delivery of the Stock as contemplated by the Rohat Agreement is
exempt from the registration requirements of the Securities Act of 1933, as
amended. The issuance and delivery of the Stock (as defined in the Subsidiary
Purchase Agreement) is exempt from the registration requirements of the
Securities Act of 1933, as amended.
12. The
Company is not, and as a result of and immediately upon Closing will not be, an
"investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as
amended.
13. To
the best of our knowledge, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body or any governmental
agency or self-regulatory organization pending or threatened against or
affecting the Company or the Subsidiary.
(Signature Page Follows)
Very truly yours, | |||
|
|
/s/ Xxxxx Law Group, LLC | |
Xxxxx Law Group, LLC | |||
14
EXHIBIT
B
None
15
EXIBIT
C
AUDITORS
NOTE
(An
Exploration Stage Company)
Balance
Sheets
|
US$
October
31,
|
|||||||
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$ | - | $ | 1,984 | ||||
Cash
in escrow
|
68 | - | ||||||
Total
current assets
|
68 | $ | 1,984 | |||||
Liabilities
and Stockholders' Deficiency
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 26,414 | $ | 4,000 | ||||
Due
to related parties
|
9,809 | 2,410 | ||||||
Total
current liabilities
|
36,223 | 6,410 | ||||||
Stockholders'
Deficiency
|
||||||||
Preferred
stock $0.001 par value 10,000,000 shares authorized; none
issued
|
||||||||
Common
stock $0.001 par value; 100,000,000 shares authorized; 6,487,500 shares
issued and outstanding
|
6,488 | 6,488 | ||||||
Additional
paid-in-capital
|
32,562 | 32,562 | ||||||
Deficit
accumulated during exploration stage
|
(75,205 | ) | (43,479 | |||||
(39,014 | ) | (4,426 | ) | |||||
Total
stockholders' deficiency
|
68 | $ | 1,984 |
BS
balance as is $68. However, total deficit of 39,014 should be 36,155 as
follows:
|
|
6,488 | ||||||
32,562 | ||||||||
-75,205 | ||||||||
total
|
36,155 | |||||||
the
difference is the final adjustment to AP per Synergy confirmation that
confirm amount $2,859 less of what Rohat's books
presented.
|
See
notes to financial statements.
16