ContractCommon Stock Purchase • August 8th, 2008 • Sogua Bvi LTD
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOGUA (BVI) LIMITED, THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2008 • Sogua Bvi LTD • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May __, 2008, by and between SOGUA (BVI) LIMITED (the “Company”) and PRIVATE CAPITAL GROUP (BVI) LIMITED (the “Lender”).
