Exhibit
10.1
REDEMPTION
AGREEMENT
This Agreement (the
“Agreement”) is made as of the 11th day of January,
2010 by and between Winrock International, Inc., a Delaware
corporation having its offices at 2000 Hamilton Street #943,
Philadelphia, PA 19130 (the “Issuer”) and William Tay,
with an address at P.O. Box 42198, Philadelphia, PA 19101 (the
“Seller”).
WITNESSETH:
WHEREAS
, the Seller is the
owner of 31,340,000 shares of the Issuer’s common stock, par
value $.0001 per share (“Common Stock”); and
WHEREAS
, the Seller desires to
sell to the Issuer, and the Issuer desires to purchase from the
Seller, 31,026,600 shares (the “Shares”) owned by the
Seller, on and subject to the terms of this Agreement;
WHEREFORE
, the parties hereto
hereby agree as follows:
1. Sale
of the Shares . Subject to the terms and conditions of this
Agreement, and in reliance upon the representations, warranties,
covenants and agreements contained in this Agreement, the Seller
shall sell the Shares to the Issuer, and the Issuer shall purchase
the Shares from the Seller for an aggregate purchase price (the
“Purchase Price”) equal to fifty-nine thousand nine
hundred ninety dollars ($59,990), to be paid in cash upon the
execution and delivery of this Agreement.
2.
Closing . The purchase and sale of the Shares shall take
place upon execution and delivery of this Agreement (the
“Closing”), to be held at such time and place as shall
be determined by the parties. At the Closing, the Seller shall
deliver to the Issuer certificates for the Shares, duly endorsed in
form for transfer to the Issuer, and accompanied by appropriate
stock powers, and the Issuer shall pay the cash to an account to be
designated by the Seller.
3.
Representations of Seller .
(a) Seller
has all necessary power and authority to enter into and to perform
his obligations hereunder. This Agreement constitutes the valid and
binding obligation of Seller, enforceable against him in accordance
with its terms, subject to: (
