COMMON STOCK PURCHASE
AGREEMENT
AGREEMENT entered into as of the 14
th day of May, 2009, by and between Plastron
Acquisition Corp. II , a Delaware corporation with an address
at 712 Fifth Avenue, New York, NY 10019 (the
“Company”) and Charles Allen , an individual
with an address at 244 East 32 nd Street, New York, New York 10016 (the
“Purchaser”).
WHEREAS, the Purchaser desires to purchase, and
the Company desires to sell, an aggregate of 61,856 shares (the
“Shares”) of the Company’s common stock, par
value $.0001 per share (the “Common Stock”) upon the
terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein contained, the Purchaser and the
Company hereby agree as follows:
SECTION 1: SALE OF THE
SHARES
1.1 Sale of the Shares
. Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchaser
will purchase from the Company, upon the execution and delivery
hereof, the Shares for a purchase price equal to
$927.84.
SECTION 2: CLOSING DATE;
DELIVERY
2.1 Closing Date
. The closing of the purchase and sale of the Shares
hereunder (the “Closing”) shall be held immediately
following the execution and delivery of this Agreement.
2.2 Delivery at Closing . At
the Closing, the Company will deliver to the Purchaser a stock
certificate registered in the Purchaser’s name, representing
the number of Shares to be purchased by Purchaser hereunder,
against payment of the purchase price therefor as indicated
above.
SECTION 3: REPRESENTATIONS AND
WARRANTIES OF PURCHASER
The undersigned Purchaser hereby represents and
warrants to the Company as follows:
3.1 Transfer of Shares
. The Shares have not been registered under the
Securities Act and cannot be sold or otherwise transferred without
an effective registration or an exemption therefrom, but may not be
sold pursuant to the exemptions provided by Section 4(1) of the
Securities Act, in accordance with the letter from Richard K.
Wulff, Chief of the Office of Small Business Policy of the
Securities and Exchange Commission’s Division of Corporation
Finance, to Ken Worm of NASD Regulation, Inc., dated January 21,
2000.
3.2 Experience . The
undersigned has such knowledge and experience in financial and
business matters that the undersigned is capable of evaluating the
merits and risks of investment in the Company and of making an
informed investment decision. The undersigned has
adequate means of providing for the undersigned's current needs and
possible future contingencies and the undersigned has no need, and
anticipates no need in the foreseeable future, to sell the Shares
for which the undersigned subscribes. The undersigned is
able to bear the economic risks of this investment and,
consequently, without limiting the generality of the foregoing, the
undersigned is able to hold the Shares for an indefinite period of
time and has sufficient net worth to sustain a loss of the
undersigned's entire investment in the
