Exhibit
10.1
SHARE PURCHASE
AGREEMENT
THIS SHARE PURCHASE
AGREEMENT (hereinafter referred to as the
“Agreement” ), is entered into as of this June
17, 2009, by and between ONE Holdings, Corp. (formally known as
Contracted Services, Inc.), a Florida corporation (the “
InvestCo ”) and Min Zhao (the “
Shareholder ”).
W I T N E S S E T
H
WHEREAS the Shareholder
desires to sell 6,528,600 shares of common stock (“
Common Stock ”) Shareholder owns in Green
Planet Bioengineering Co., Ltd., a Delaware corporation (the
“ Company ”). The shares of Common
Stock and the number of shares of Common Stock issuable to the
Shareholder upon exercise of the Warrants are hereinafter
collectively referred to as the “ Shares
”.
NOW
THEREFORE ,
in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE
I
PURCHASE OF GP COMMON
STOCK
1.1
The
Purchase .
The Shareholder hereby agrees to sell to InvestCo and
InvestCo hereby agrees to purchase from the Shareholder the Common
Stock for shares of InvestCo common stock (the “ InvestCo
Stock ”) and cash (the “ InvestCo Cash
”) as follows:
(a)
At the Closing (as
hereinafter defined), InvestCo shall issue 7,120,138 InvestCo
Stock;
(b)
No later than Twelve
(12) months after the Closing, unless otherwise agreed in writing,
InvestCo shall pay $285,684.53 in cash to Shareholder;
(c)
No later than Twenty
Four (24) months after the Closing, unless otherwise agreed in
writing, InvestCo shall pay $342,821.44 in cash to
Shareholder.
(d)
Notwithstanding the
payment for the Shares in installments as set forth in (a), (b) and
(c) above, InvestCo shall be entitled to vote all of the Shares
effective as of the Closing.
1.2
The Shareholder hereby
agrees that: (i) thirty-five percent (35%) of the InvestCo Stock
issued to the Shareholder as set forth in Section 1.1 above shall
be deposited into an Escrow; and (ii) in the event the
Company’s EBITDA for fiscal year 2009 is less than the
Company’s EBITDA for fiscal 2008, the number of shares of
InvestCo Stock issuable to the Shareholder under Section 1.1 above
shall be reduced (the “ Adjustment ”)
by the number obtained in the following formula: (i) number
of shares of InvestCo Stock received by the Shareholder according
to Section 1.1 less (ii) the product of the 2009 EBITDA multiplied
by the number of shares of InvestCo Stock received by the
Shareholder divided by 2008 EBITDA (“Adjustment
Shares”); and (iii) in the event there are not sufficient
number of Adjustment Shares in the Escrow to satisfy such
Adjustment, the Shareholder shall deliver to InvestCo such number
of shares of InvestCo Stock shares as are needed to achieve the
correct number of Adjustment Shares within 5 days following
InvestCo’s written request.
Page 1 of 8
1.3
Subject to the
provisions of Section 1.2 and subject to the Shareholder’s
compliance with applicable securities laws, after the applicable
holding period, the Shareholder shall be entitled to sell the
shares of InvestCo Stock in the public market as set forth in this
Section 1.3. Except as otherwise expressly provided herein
and subject to the resale requirements of Rule 144 promulgated
under the Securities Act of 1933, as amended, or any other rule or
agreement that otherwise restricts the Shareholder from selling the
InvestCo Stock, the Shareholder agrees that he/she may only sell
the InvestCo Stock subject to the following conditions commencing
from the date of this Agreement until 3 years thereafter (the
“ Lock Up/Leak Out Period ”) as follows:
(i)
if on any day the
Shareholder desires to sell any of the InvestCo Stock, the
Shareholder will not sell more than 10% of the average daily volume of trading in the InvestCo Stock
for the ten (10) consecutive trading days immediately
preceding any
such trading day;
(ii)
the Shareholder will
only sell the InvestCo Stock at the "offer" or "ask" price stated
by the relevant market maker and the Shareholder agrees that he
will not sell InvestCo Stock at the "bid" price.
(iii)
the Shareholder agrees
that he will not engage in any short selling of the InvestCo Stock
during the Lock-Up/Leak Out Period.
(iv)
the Shareholder agrees
that he will comply with all obligations and requirements under
applicable “insider” trading rules;
(v)
Except as set forth in
this Section 1.3, the Shareholder agrees that he will not transfer,
pledge, or hypothecate the InvestCo Stock without the prior written
consent of InvestCo;
Notwithstanding anything
contained in this Agreement, the Shareholder may transfer any or
all of his InvestCo Stock as bona fide gifts or transfers to any
trust for the direct or indirect benefit of each person of the
Shareholder’s immediate family; provided that it shall be a
condition to any such gift or transfer that (i) the
transferee/donee agrees, in writing, to be bound by the terms of
this Agreement to the same extent as if the transferee/donee were a
party hereto; and (ii) the Shareholder provides written notice to
InvestCo prior to such gift or transfer. “Immediate
family” shall mean the Shareholder’s children,
stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, former spouses, siblings, nieces, nephews, mother-in-law,
father-in-law, sons-in-law, daughters-in-law, brother-in-law, or
sister-in-law, including adoptive relationships.
1.4
Piggy-Back
Registration .
(i)
If, at any time prior to
December 31, 2010, InvestCo proposes to file a registration
statement under the Securities Act with respect to an offering by
InvestCo or any other party of InvestCo Stock (other than a
registration statement on Form S-4 or S-8 or any successor form or
a registration statement filed solely in connection with an
exchange offer, a business combination transaction or an offering
of securities solely to the existing stockholders or employees of
InvestCo), then InvestCo, on each such occasion, shall give written
notice (each, a " Piggy-Back Notice ") of such
proposed filing to the Shareholder at least fifteen days before the
anticipated filing date of such registration statement, and such
Piggy-Back Notice also shall be required to offer to the
Shareholder the opportunity to register such aggregate number of
shares of InvestCo Stock as the Shareholder may request, subject to
the terms hereof. The Shareholder shall have the right,
exercisable for the five days immediately following the giving of
the Piggy-Back Notice, to request, by written notice (each,
a
Page 2 of 8
" Shareholder
Notice ") to InvestCo, the inclusion of all or any portion
of the shares of InvestCo Stock owned by the Shareholder in such
registration statement. InvestCo shall use reasonable efforts
to cause the managing underwriter(s) of a proposed underwritten
offering to permit the inclusion of the Shareholder’s
InvestCo shares which were the subject of the Shareholder Notice in
such underwritten offering on the same terms and conditions as any
similar securities of InvestCo included therein.
Notwithstanding anything to the contrary contained in this
Section 1.5, if the managing underwriter(s) of such underwritten
offering or any proposed underwritten offering delivers a written
opinion to the Shareholder that the total amount and kind of
securities which they, InvestCo and any other person intend to
include in such offering is such as to materially and adversely
affect the success of such offering, then the amount of securities
to be offered for the account of the Shareholder and persons other
than InvestCo shall be eliminated or reduced pro rata (based on the
amount of securities owned by the Shareholder and other persons
which carry registration rights) to the extent necessary to reduce
the total amount of securities to be included in such offering to
the amount recommended by such managing underwriter(s) in its
written opinion.
(ii)
Piggy-Back
Registration; Expenses . The obligations of InvestCo
under this Section 1.4 shall be one time only. Subject to the
provisions of Section 1.4 hereof, InvestCo will pay all
Registration Expenses in connection with any registration of the
shares of InvestCo Stock owned by the Shareholder pursuant to this
Section 1.5(ii), but InvestCo shall not be responsible for the
payment of any underwriter's discount, commission or selling
concession in connection therewith.
(iii)
Withdrawal or
Suspension of Registration Statement . Notwithstanding anything
contained to the contrary in this Section 1.4, InvestCo shall have
the absolute right, whether before or after the giving of a
Piggy-Back Notice or receiving the Shareholder Notice, to determine
not to file a registration statement in which the Shareholder shall
have the right to include their shares of InvestCo Stock pursuant
to this Section 1.4, to withdraw such registration statement or to
delay or suspend pursuing the effectiveness of such registration
statement.
(iv)
Obligations of Green
Planet .
In connection with any registration of InvestCo Stock owned
by the Shareholder, pursuant to this Section 1.4, InvestCo may
require the Shareholder provide to InvestCo such information
regarding the distribution of such shares as InvestCo may from time
to time reas
