7
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this
"Agreement") is made as of January 20, 2009,
by and among China Crescent Enterprises, Inc., a Nevada
corporation and Clipper
Technology, Inc., its Wholly Owned Foreign Entity
("WOFE"), (collectively the
"Purchaser") and Huali Group (the "Seller"), headquartered in
Ningbo, China.
WHEREAS, the Purchaser currently owns
fifty-one percent (51%) of
Clipper Huali Co., LTD (Clipper-Huali), and the Seller currently
owns forty-nine
percent (49%) of Clipper-Huali.
NOW, THEREFORE, in reliance upon the representations, warranties
and
agreements made herein and in consideration of the premises herein
and for other
good and valuable consideration, the receipt and sufficiency
of which is hereby
acknowledged, the parties hereto, intending to be legally bound and
hereby agree
as follows:
Purchase and Sale. On the terms and subject to the
conditions set
forth herein, the Seller will sell and deliver a fifty-one
(51%) portion of its
Stock representing 49% ownership of Clipper-Huali to
Purchaser, free and clear
of any liens, claims and encumbrances on the Stock,
whereby the Purchaser will
own seventy-six percent (76%) of
Clipper-Huali and the Seller will
own
twenty-four percent (24%) of Clipper-Huali.
Purchase Price. The purchase price (the "Purchase
Price") for the
Stock is $750,000. Purchaser shall issue to
Seller a number of shares of its
Series B Preferred Stock, $.001 par value and
$1,000 issue amount per share,
with an agreed value equal to $750,000 ("Purchaser Preferred
Shares").
Closing. The closing of the
purchase and sale of the Stock
("Closing"), will take place on March 15, 2009 at the offices
of China Crescent
Enterprises, Inc., 14860 Montfort Drive, Dallas, Texas or at such
other time and
place mutually agreed to by the parties.
Purchaser Closing Deliveries. At the
Closing, Purchaser shall
deliver to the Seller certificates representing the Purchaser
Preferred Shares.
The Purchaser Preferred Shares shall be deemed to
have been fully paid for at
the Closing.
Seller Closing Deliveries. At the Closing, Seller shall
deliver to
Purchaser a stock certificate evidencing
the Stock and all other documents,
agreements, opinions, instruments
and certificates contemplated by this
Agreement or as counsel for Purchaser
shall deem reasonably necessary or
appropriate to consummate the Closing.
<PAGE>
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to Purchaser that:
Securities Act Applications. Seller is
aware that the Purchaser
Preferred Shares may not be resold without registration under the
Securities Act
or some other exemption there from and such
Purchaser Preferred Shares are
subject to additional restrictions on transfer
as contained in Purchaser's
Stockholders' Agreement as may exist from
time to time (the "Stockholders'
Agreement") and the certificate(s) representing such
shares of Preferred Stock
(and the Common Stock into which the Preferred Stock is
convertible into) will
contain the legends required by the Stockholders' Agreement.
Authorization. Seller has the requisite
power and authority to
execute, deliver and perform its obligations
under this Agreement and each of
the other agreements required to be
delivered by Seller hereunder. This
Agreement and each of the other agreements
required to be delivered by the
Seller have been duly and validly executed
and delivered by the Seller and
constitute the valid and binding obligations of the Seller
enforceable against
them in accordance with their terms, except to the extent
such enforcement may
be limited by bankruptcy, insolvency,
reorganization, moratorium and other
similar laws in effect relating to creditors' rights
generally and except that
the availability of equitable remedies,
including specific performance, is
subject to the discretion of the court before which any procedure
may be brought
(whether at law or in
equity). The Seller has
obtained all consents,
authorizations and approvals of, and
has made or will timely make
all
declarations and filings with, all
judicial authorities and governmental
authorities required on the part of
the Sellers in connection with
the
consummation of the transactions contemplated by this
Agreement and each of the
other agreements required to be delivered by the Seller
hereunder.
Commissions and Fees. Except as set forth on Schedule
4.5, Seller
has not retained, and does not owe any fees to,
any finder, broker, agent,
financial advisor or other intermediary in
connection with the transactions
contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller and the Creditors
that:
Existence; Good Standing. Purchaser is duly
incorporated, validly
existing and in good standing under the laws of the state of
Nevada, and has all
requisite power and authority to
enter into, deliver and consummate
the
transactions contemplated by this Agreement.
<PAGE>
Authorization. Purchaser has the requisite
corporate power and
authority to execute and deliver
this Agreement and to
consummate the
transactions contemplated hereby. The execution and
delivery of this Agreement
and the consummation of the transactions contemplated hereby
have been duly and
validly approved by the Board of Directors of Purchaser. This
Agreement has been
duly and validly executed and delivered by Purchaser
and constitutes the valid
and binding obligation of Purchaser enforceable against
Purchaser in accordance
with its terms except to the
extent such enforcement may be
limited by
bankruptcy, insolvency, reorganization,
moratorium and other similar laws in
effect relating to creditors' rights generally and except
that the availability
of equitable remedies, including
specific performance, is subject to the
discretion of the court before which any procedure may
be brought (whether at
law or in equity).
Commissions and Fees. Purchaser has not retained, and
does not owe
fees to any finder, broker, agent, financial
advisor or other intermediary in
connection with the transactions contemplated by this
Agreement.
Purchaser Preferred Shares and Notes. The Purchaser Preferred
Shares
have been duly and validly authorized and
when issued will be fully paid and
nonassessable. The Notes have been duly and validly authorized for
issuance.
COVENANTS
Closing Efforts; Additional Agreements. Each of the parties will
use
its reasonable best efforts to take all action and to do all
things necessary,
proper or advisable in order to consummate and make effective
the transactions
contemplated by this Agreement. In case at any
time after the Closing any
further action is necessary (a) to carry out the
intents and purposes of this
Agreement or (b) to vest Purchaser with full title to the
Stock, free and clear
of all Liens, the Creditor Representative shall take all such
necessary actions.
Public Announcements. Neither Purchaser nor Seller shall make,
issue
or release any oral or written public announcement or
statement conce
