Exhibit
10.2
AFFILIATE STOCK PURCHASE
AGREEMENT
THIS AFFILIATE
STOCK PURCHASE AGREEMENT (“Agreement”) is made as of
the 31st day of December, 2008, by and between Chi Ming Yu
(“Seller”), an individual, Titan Technology Development
Limited a limited liability company organized under the laws of
Hong Kong, whose address is Room 1903, Hing Yip Commercial Centre,
272 Dev Voeux Road Central, Hong Kong
(“Titan”), WANG Hui, an individual, whose
address is Block A, Long Cheng Te Fa Industrial park, Long Gang,
Shenzhen, China (Titan and WANG Hui collectively
the“Control Block Purchaser(s)”) and such other
Purchasers as listed in Exhibit A hereto (the Purchasers listed on
Exhibit A together with the Control Block Purchasers hereinafter
the “PURCHASER(S)”) (the PURCHASERS and the Seller each
a “Party” and collectively the
“Parties”).
WHEREAS, the
Seller is the owner of 5,001,000 (Five Million One Thousand)
restricted shares of common stock of Geostar Mineral Corporation, a
Nevada corporation (the "Company"); and
WHEREAS, the
Seller proposes to sell to the PURCHASERS the 5,001,000 (Five
Million One Thousand) restricted shares of common stock of the
Company currently owned by the Seller (the “Purchased
Shares”), on the terms set forth herein.
In
consideration of the premises, representations, warranties and
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
PURCHASE AND SALE AND CLOSING
1.1 The
Seller hereby agrees to sell, assign, transfer and deliver to the
PURCHASERS, and the PURCHASERS hereby agree to purchase from the
Seller, the Purchased Shares for the aggregate purchase price of
FIVE THOUSAND U.S. Dollars ($5,000) (the "Purchase
Price").
1.2
Closing . The closing (“Closing”) of
the transactions contemplated hereby will occur on, or, before the
31 st
day of December, 2008 (the
“Closing Date”).
1.3
Share Distribution : The Purchased Shares shall
be distributed among the PURCHASERS as set forth in Exhibit A
hereto.
1.4
Control Shares: The Control Block Purchasers have
collectively obtained, directly from the Company, fifty thousand
shares of the Company’s common stock (the “Exchange
Shares”). The Exchange Shares were obtained by the Control
Block Purchasers through the consummation of a certain Share
Exchange Agreement of even date herewith. The
consummation of this Agreement, together with the consummation of
the Share Exchange Agreement will transfer control of the Company
to the Control Block Purchasers whereby Titan will own 29.3 percent
of the Company, and WANG Hui will own 59.3 percent of the
Company.
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REPRESENTATIONS AND WARRANTIES OF THE
SELLER
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2.1 The
Seller warrants, covenants and represents to the PURCHASERS with
the intention of inducing the PURCHASERS to enter into this
Agreement that:
(a) immediately
prior to and at the Closing, the Seller shall be the legal and
beneficial owner of the Purchased Shares and on the Closing Date,
the Seller shall transfer to the Purchaser the Purchased Shares
free and clear of all liens, covenants or adverse claims of any
kind or character;
(b) the
Seller has the legal power and authority to execute and deliver
this Agreement and all other documents required to be executed and
delivered by the Seller hereunder and to consummate the
transactions contemplated hereby; and
(c) the
Seller is, or has been during the past ninety (90) days, an
officer, director, 10% or greater shareholder or "affiliate" of the
Company, as that term is defined in Rule 144 promulgated under the
United States Securities Act of 1933, as amended (the "Securities
Act");
(d) to
the best of the knowledge, information and belief of the Seller
there are no circumstances that may result in any material adverse
effect to the Company or the value of the Purchased Shares that are
now in existence or may hereafter arise;
(e) as
of the Closing Date the Seller shall not be indebted to the Company
and the Company shall not be indebted to the Seller;
(f) the
Seller does not now, nor will it prior to or on the Closing Date,
own, either directly or indirectly, or exercise direction or
control over any common shares of the Company other than the
Purchased Shares;
(g) the
authorized capital of the Company consists of 100,000,000 common
shares, of which a total of 5,511,400 common shares have been
validly issued, are outstanding and are fully paid and
non-assessable;
(h) no
person, firm or corporation has any right, agreement, warrant or
option, present or future, contingent or absolute, or any right
capable of becoming a right, agreement or option to require the
Company to issue any shares in its capital or to convert any
securities of the Company or of any other company into shares in
the capital of the Company;
(i) the
Company does not beneficially own, directly or indirectly, shares
in any other corporate entity;
(j) &nb
