Attached files
| file | filename |
|---|---|
| EX-10.1 - STOCK PURCHASE AGREEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex10i_soko.htm |
| EX-23.1 - ACOUNTANTS CONSENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex23i_soko.htm |
| EX-21.1 - LIST OF SUBSIDIARIES - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex21i_soko.htm |
| EX-10.4 - SECURITY PURCHASE AGREEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex10iv_soko.htm |
| EX-10.39 - FORM OF STOCK OPTION AGREEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex10xxxix_soko.htm |
| EX-10.37 - LETTER AGREEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex10xxxvii_soko.htm |
| EX-10.38 - LETTER AGREEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5ex10xxxviii_soko.htm |
| S-1/A - AMENDED REGISTRATION STATEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a5_soko.htm |
Exhibit
10.3
SECURITIES
PURCHASE AGREEMENT
This
Agreement (the "Agreement") is made as of the 11th day of April 2008 by and between Samar
Khan (hereinafter referred to as "Seller's Representative"), both on behalf of
himself and as a duly authorized representative of each of certain persons
listed on Exhibit A (collectively, the "Sellers") who are the record or
beneficial owners of shares of capital stock of American Business Holdings,
Inc., a Delaware corporation (the "Company"), and Liu Tong (the
"Purchaser").
W
I T N E S S E T H:
WHEREAS,
the Sellers are the owners of 1,575,000 shares of common stock, par value $.001
per share ("Common Stock"), of American Business Holdings, Inc. (the "Company");
and
WHEREAS,
the Sellers desire to sell to the Purchaser, and the Purchaser desires to
purchase from the Sellers, such shares of Common Stock (the "Shares"), on and
subject to the terms of this Agreement;
WHEREFORE,
the parties hereto hereby agree as follows:
1. Sale of the Shares.
Subject to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained in this
Agreement, the Sellers shall sell the Shares to the Purchaser, and the Purchaser
shall purchase the Shares from the Sellers for a purchase price (the "Purchase
Price") equal to One Hundred Thousand Dollars ($100,000).
2. Closing.
(a) The
purchase and sale of the Shares shall take place at a closing (the "Closing"),
to be
held at such date, time and place within the City of New York as shall be
determined by the Purchaser
on notice to the Sellers.
(b) At
the Closing:
(i) The
Sellers shall deliver to the Purchaser a certificate for the Shares, duly
endorsed
in form for transfer to the Purchaser.
(ii) The
Purchaser shall pay the Purchase Price for the Shares.
(c) At and at
any time after the Closing, the parties shall duly execute, acknowledge and
deliver all such further assignments, conveyances, instruments and documents,
and shall take such other action consistent with the terms of this Agreement to
carry out the transactions contemplated by this Agreement.
(d) All
representations, covenants and warranties of the Purchaser and Sellers contained
in this Agreement shall be true and correct on and as of the Closing Date with
the same effect as though the same had been made on and as of such
date.
3. Representations and
Warranties of the Purchaser. The Purchaser hereby represents and warrants
to the
Sellers that Purchaser 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. No
consent, approval or agreement of any individual or entity is required to be
obtained by the
1
Purchaser
in connection with the execution and performance by the Purchaser of this
Agreement or the execution and performance by the Purchaser of any agreements,
instruments or other obligations entered into in connection with this
Agreement.
4. Representations and
Warranties of the Sellers and the Seller's Representative. Sellers hereby
make the following representations and warranties to the Purchaser, which may be
relied on by any subsequent purchasers of the Purchaser's capital stock and
their counsel if such purchases take place as part of the next direct or
indirect merger or similar transaction with an operating business that results
in a change of control of the Company:
(a) Sellers
initially acquired the Shares in private stock sales exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) of the Commission thereunder, pursuant to Stock Purchase
Agreements by and between the Seller and the Company.
(b) Sellers
own the Shares free and clear of all any and all liens, claims, encumbrances,
preemptive rights, right of first refusal and adverse interests of any
kind.
(c) Sellers
have the requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby and otherwise to carry out
Sellers* obligations hereunder. No consent, approval or agreement of any
individual or entity is required to be obtained by the Sellers in connection
with the execution and performance by the Sellers of this Agreement or the
execution and performance by the Sellers of any agreements, instruments or other
obligations entered into in connection with this Agreement.
(e) There is
no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Sellers' knowledge, threatened against the Sellers or any of Sellers'
properties. There is no judgment, decree or order against the Sellers that could
prevent, enjoin, alter or delay any of the transactions contemplated by this
Agreement.
(f) There are
no material claims, actions, suits, proceedings, inquiries, labor disputes or
investigations pending or, to the Seller's knowledge, threatened against the
Sellers or any of its assets, at law or in equity or by or before any
governmental entity or in arbitration or mediation. No bankruptcy, receivership
or debtor relief proceedings are pending or, to the Sellers' knowledge,
threatened against the Sellers.
(g) The
Sellers have complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state, local or foreign Law,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its business. References in this
Agreement to "Laws" shall refer to any laws, rules or regulations of any
federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).
(h)
Seller's Representative has been duly authorized by each of the Sellers to
execute this
Agreement on their behalf and to consummate ihe transactions contemplated hereby
and otherwise to carry
out each Seller's obligations hereunder, including without limitation making the
representations and
warranties herein and delivering each such Seller's snares as set forth on
Exhibit A.
2
5. Finder's Fee, Sellers
represent and warrants that no person is entitled to receive a finder's fee from
Sellers in connection with this Agreement as a result of any action taken by the
Purchaser or Sellers pursuant to this Agreement, and agrees to indemnify and
hold harmless the other party, its officers, directors and affiliates, in the
event of a breach of the representation and warranty set forth in this Section
5. This representation and warranty shall survive the Closing.
6. Termination by Mutual
Agreement. This Agreement may be terminated at any time by mutual consent
of the parties hereto, provided that such consent to terminate is in writing and
is signed by all of the parties hereto.
7. Indemnification
Seller's
Representative hereby agrees to defend, protect, indemnify and hold harmless the
Purchaser and any of its agents or other representatives (collectively, the
"Indemnitees'^
from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and expenses in connection
therewith, and including reasonable attorneys' fees and disbursements incurred
by any Indemnitee as a result of, or arising out of, or relating to (a) any
misrepresentation or breach of any representation or warranty made by the
Seller's Representative herein or any other certificate, instrument or document
contemplated hereby, (b) any breach of any covenant, agreement or obligation of
the Seller's Representative contained herein or any other certificate,
instrument or document contemplated hereby, or (c) any cause of action, suit or
claim brought or made against such Indemnitee by a third party and arising out
of or resulting from the execution, delivery, performance or enforcement of this
Agreement or any other certificate, instrument or document contemplated
hereby.
8. Miscellaneous.
(a) Entire Agreement.
This Agreement constitutes the entire agreement of the parties, superseding and
terminating any and all prior or contemporaneous oral and written agreements,
understandings or letters of intent between or among the parties with respect to
the subject matter of this Agreement. No part of this Agreement may be modified
or amended, nor may any right be waived, except by a written instrument which
expressly refers to this Agreement, states that it is a modification or
amendment of this Agreement and is signed by the parties to this Agreement, or,
in the case of waiver, by the party granting the waiver. No course of conduct or
dealing or trade usage or custom and no course of performance shall be relied on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter. Any waiver shall be limited
to the express terms thereof and shall not be construed as a waiver of any other
provisions or the same provisions at any other time or under any other
circumstances.
(b) Severability. If any
section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.
(c) Notices. All notices
provided for in this Agreement shall be in writing signed by the party giving
such notice, and delivered personally or sent by overnight courier, mail or
messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile
3
transmission
or similar means of communication if receipt is confirmed or if transmission of
such notice is confirmed by mail as provided in this Section 7(c). Notices shall
be deemed to have been received on the date of personal delivery or telecopy or
attempted delivery. Notice shall be delivered to the parties at the following
addresses:
If to the
Purchaser:
Room C,
Rongyao Shiji Fuli Building 8/F, No.26
West
Shisan Dao Street, Daoli District
Harbin,
Heilongjiang Province
China
If to the
Sellers:
Attn:
Richard Carriga
1223
Wilshire
Boulevard
Suite
851
Santa
Monica, California 90403
Either
party may, by like notice, change the address, person or telecopier number to
which notice shall be sent.
(d) Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of New York applicable to agreements executed and to be performed wholly
within such State, without regard to any principles of conflicts of law. Each of
the parties hereby irrevocably consents and agrees that any legal or equitable
action or proceeding arising under or in connection with this Agreement shall be
brought in the federal or state courts located in the County of New York in the
State of New York, by execution and delivery of this Agreement, irrevocably
submits to and accepts the jurisdiction of said courts, (iii) waives any defense
that such court is not a convenient forum, and (iv) consent to any service of
process made either (x) in the manner set forth in Section 10(c) of this
Agreement (other than by telecopier), or (y) any other method of service
permitted by law.
(e) Waiver of Jury Trial.
EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN THE EVENT OF
ANY SUIT, ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT OR ANY OTHER ACTION OR
PROCEEDING WHICH MAY ARISE OUT OF OR IN ANY WAY BE CONNECTED WITH THIS AGREEMENT
OR ANY OF THE OTHER DOCUMENTS.
(f) Parties to Pay Own
Expenses. Each of the parties to this Agreement shall be responsible and
liable for its own expenses incurred in connection with the preparation of this
Agreement, the consummation of the transactions contemplated by this Agreement
and related expenses.
(g) Successors. This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that neither party may assign this Agreement or any of its
rights under this Agreement without the prior written consent of the other
party.
(h) Further Assurances.
Each party to this Agreement agrees, without cost or expense to any
other party, to deliver or cause to be delivered such other documents and
instruments as may be
4
reasonably
requested by any other party to this Agreement in order to carry out more fully
the provisions of, and to consummate the transaction contemplated by, this
Agreement.
(i) Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
(j) No Strict
Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties with the advice of counsel to express their
mutual intent, and no rules of strict construction will be applied against any
party.
(k) Headings. The
headings in the Sections of this Agreement are inserted for convenience only and
shall not constitute a part of this Agreement.
5
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above
written.
6
EXHIBIT
A
|
Selling
Shareholder
|
Number
of Shares
|
||
|
Dale
Moore
|
100,000
|
||
|
Neville
Anklesaria
|
60,000
|
||
|
Patrick
Carrigan
|
50,000
|
||
|
Mit
Ebeling
|
50,000
|
||
|
James
Ford
|
125,000
|
||
|
Dennis
Miller
|
25,000
|
||
|
David
Marhefka
|
100,000
|
||
|
Shireen
Ervine
|
70,000
|
||
|
Mark
Orslock
|
25,000
|
||
|
Amy
Otto
|
75,000
|
||
|
Carol
Schilcher
|
100,000
|
||
|
Melody
Seebeck
|
60,000
|
||
|
Bussaya
Srichai
|
30,000
|
||
|
Samar
Khan
|
30,000
|
||
|
Deepak
Mehta
|
85,000
|
||
|
Aaron
Scoby
|
75,000
|
||
|
Charles
Marquez
|
25,000
|
||
|
Aileen
Carrigan
|
25,000
|
||
|
Mark
Stidham
|
50,000
|
||
|
John
Vahosky
|
50,000
|
||
|
Yaron
Vidan-Peled
|
85,000
|
||
|
Gloria
Whelton
|
50,000
|
||
|
Anthony
Geisbauer
|
25,000
|
||
|
Jirawan
Staehr
|
25,000
|
||
|
Tida
Starut
|
50,000
|
||
|
Shane
Sterner
|
25,000
|
||
|
David
Turner
|
25,000
|
||
|
Nick
Allotta
|
55,000
|
||
|
Samar
Khan
|
25,000
|
||
|
TOTAL
|
1,575,000
|
7