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Common Stock Purchase Agreement

Purchase and Sale Agreement

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 This Purchase and Sale Agreement involves

NETWORK CN INC | Wong Chun Chun Charles

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Date: 11/1/2006
Industry: Advertising    

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THIS COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of October 28, 2006 (the “Closing”), by and between Network CN Inc., a Delaware corporation (the “Company”), and Wong Chun Chun Charles (the “Investor”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”) and Regulation S promulgated thereunder (“Regulation S”), the Company desires to issue and sell to the Investor, and Investor desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Investor agree as follows:


Purchase and Sale of Stock .




Sale and Issuance of Common Stock .    Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing One Million and Two Hundred Thousand (1,200,000) shares (“Shares”) of the Company's common stock (the “Common Stock”).




Purchase Price.     The aggregate purchase price to be paid by Investor for the Shares (the “Purchase Price”) shall be US$0.85 per Shares for an aggregate sum of One Million and Twenty Thousand U.S. Dollars (US$1,020,000.00) to be delivered within three (3) business days of the execution of this Agreement in cash or by cashier's or certified check or checks in immediately available funds or by wire transfer per the Company's instructions provided on Exhibit A hereto.




Delivery .    Within ten (10) business days of the Closing, the Company will deliver to the Investor a certificate or certificates, registered in Investor's name, representing the Shares purchased by Investor hereunder, against payment of the purchase price therefor.




Representations and Warranties of the Company .    The Company hereby represents and warrants to the Investor as follows:




Organization and Standing; Articles and By-Laws ;    The Company is a corporation duly organized and existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted.




Capitalization     The authorized capital stock of the Company consists of 105,000,000 shares of Capital Stock, of which 100,000,000 are common stock and 5,000,000 are preferred stock. As of October 26, 2006 (the most recent record date of the Company), 62,542,718 shares of Common Stock are issued and outstanding and zero (0) shares of preferred are issued and outstanding. No capital stock of the Company has been authorized or issued since the most recent record date. The outstanding shares have been duly authorized and validly issued, and are fully paid and nonassessable. All outstanding securities were issued in compliance with applicable federal or state securities laws.




Authorization .    All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company, the authorization, sale, issuance and delivery of the Shares and the performance of all of the Company's obligations hereunder has been taken or will be taken on or before October 31, 2006. If board approval for the financing is not received on or before October 31, 2006, this Agreement shall forthwith terminate and cease to have any further force and effect and neither party shall have any further obligation to the other. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company, enforceable in accordance with its terms. The Shares, when issued by the Company in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable, and free of any liens or encumbrances, other than any liens and encumbrances created by or imposed upon the holders thereof through no action of the Company; provided however, the Shares are subject to certain restrictions on transfer under this Agreement and under applicable state and federal securities laws.






Private Sale .    Subject in part to the truth and accuracy of the Investor’s representations and warranties set forth in Section 3 below, the offer and sale of the Shares are exempt from the registration requirements of Section 5 of the Securities Act, and neither the Company nor any authorized agent acting on its behalf will take any action hereinafter that would cause the loss of such exemption.




Delivery of SEC Filings .    The Company has made available to the Investor through the EDGAR system, true and complete copies of the Company’s most recent Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 (the “10-KSB”) and all other reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the filing of the 10-KSB and prior to the date hereof (collectively, the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to the Exchange Act for such period. The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.






When issued pursuant to the terms of this Agreement, and subject to the accuracy of the Investors’ representations and warranties herein, the issuance of the Shares by the Company will not require registration or qualification with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.





Representations and Warranties of the Investor .    The Investor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing of this Agreement) that:




Binding Obligation .    This Agreement, when executed and delivered by the Investor, shall constitute a valid and binding obligation of the Investor, enforceable in accordance with its terms. The entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Investor or of any agreement, written or oral, to which the Investor may be a party or by which the Investor is or may be bound. The sale of the Share to the Investor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Investor.




No Registration .    The Investor acknowledges and agrees that the Shares will be offered and sold to the Investor without such offer and sale being registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the U.S., and will be issued to the Investor in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Regulation S. As such, the Investor further acknowledges and agrees that the Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act. The Investor understands that the Shares may not be offered or sold in the U.S. or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state and federal securities laws.. Neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares.




The statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any applicable state and federal securities laws




Investor Not a U.S. Person .    The Investor is not a U.S. Person (as defined in Regulation S under the Securities Act). The Investor is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person.




Purchase Entirely for Own Account .    The Investor understands that the Company is making this Agreement with the Investor in reliance upon the Investor's representation to the Company, which by the Investor's execution of this Agreement the Investor hereby confirms, that the Investor is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for the Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.




Investment Experience .    The Investor acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.




No Directed Selling Efforts .    The Investor acknowledges that the Investor has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S u

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