STOCK PURCHASE
AGREEMENT
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This Agreement, dated as of July 17, 2009, is entered into by
and between Oakridge International Corporation , a Nevada
corporation with an address at 1609 Jie Yang Building, 271 Lockhart
Road, Wanchai, Hong Kong (the "Company"), and Michael Burney
, a USA resident with an address at 3001 Bridgeway Blvd., K291,
Sausalito, CA 94965, USA (the "Purchaser").
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In consideration of the mutual promises and covenants contained
in this Agreement, the parties hereto agree as follows:
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1.
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AUTHORIZATION AND SALE OF SHARES.
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1.1
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INITIAL PURCHASE AND SALE. Subject to the terms and conditions
set forth in this Agreement, on the Initial Closing Date (as
hereinafter defined) the Company shall sell and issue to the
Purchaser, and the Purchaser shall purchase from the Company
1,250,000 shares (the "Sale Shares") of the Company's common stock
("Common Stock" or "Shares"), at a purchase price per Share of
US$0.02 ("Purchase Share Price"), or US$25,000 in the aggregate
(the "Purchase Price"). Such purchase and sale is referred to
herein as the "Share Purchase".
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(a)
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The closing of the Share Purchase (the "Closing") shall take
place at the Company's offices at 1609 Jie Yang Building, 271
Lockhart Road, Wanchai, Hong Kong on or before July 20, 2009, or at
such other location, date and time as may be agreed upon between
the Purchaser and the Company (such date, the "Closing Date").
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(b)
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At the Closing, the Company shall deliver to the Purchaser a
stock certificate, registered in the name of the Purchaser,
representing the Sale Shares purchased by the Purchaser, against
payment of the Purchase Price which has been acknowledged receipt
thereof.
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2
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THE CLOSING. Concurrently with the execution and delivery of
this Agreement, the Company is delivering to the Purchaser a
certificate for the number of Shares being purchased by such
Purchaser, registered in the name of the Purchaser, against payment
to the Company of the purchase price thereof, by offsetting against
invoices totaling US$25,000 owed by the Company to Mr. Burney as of
the date hereof.
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3
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REPRESENTATIONS OF THE COMPANY. The Company hereby represents
and warrants to each of the Purchasers as follows:
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3.1
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CAPITALIZATION. The authorized capital stock of the Company
(immediately prior to the sale of the Shares) consists of
75,000,000 shares of Common Stock with USD.0001 par value per share
(the "Common Stock"), of which 5,260,000 shares are issued and
outstanding. All of the issued and outstanding shares of Common
Stock have been duly authorized and validly issued and are fully
paid and nonassessable. Except as provided in this Agreement and
announced by the Company, no subscription, warrant, option,
convertible security or other right (contingent or otherwise) to
purchase or acquire any shares of capital stock of the Company is
authorized or outstanding.
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3.2
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ISSUANCE OF SHARES. The issuance, sale and delivery of the
Shares in accordance with this Agreement have been duly authorized
by all necessary corporate action on the part of the Company, and
all such shares have been duly reserved for issuance. The Shares,
when issued, sold and delivered against payment thereof in
accordance with the provisions of this Agreement will be duly and
validly issued, fully paid and non-assessable.
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3.3
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AUTHORITY FOR AGREEMENT. The execution, delivery and performance
by the Company of this Agreement and the consummation by the
Company of the transactions contemp
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