EXHIBIT
10.1
RESTRICTED
STOCK PURCHASE AGREEMENT
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Name of
Purchaser:
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_________________________
(the “ Purchaser ”)
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Number of
Shares:
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_________________________
(the “ Shares ”)
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This
RESTRICTED STOCK PURCHASE AGREEMENT (“
Agreement ”), is made as of the date set forth
below by and between HONG KONG WINALITE GROUP, INC., a Nevada
corporation (the “ Company ”), and the
purchaser named below (the “ Purchaser
”).
WHEREAS, The
Hong Kong Winalite Group, Ltd., a Hong Kong subsidiary of the
Company (“ Winalite ”), and the Purchaser
entered into this Restricted Stock Purchase Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
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The Price Per
Share designated in the Stock Purchase Agreement is Two United
States Dollars (US$2.00).
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Any
assignment by the Company of the Stock Purchase Agreement will
automatically assign to the same assignee all the Company’s
rights (including, without limitation, the rights of repurchase)
hereunder and Purchaser consents thereto. The Purchaser hereby
undertakes and covenants with the Company that the Purchaser will
on demand of the Company , immediately return to it such number of
shares of the Company equivalent to the number of the Unvested
Shares. The Purchaser further undertakes that he or she will sign
and/or execute any document, deed, agreement, instrument or act
which the Company may request for enabling the Company to exercise
all or any of the rights, powers, authorities and discretions
conferred by the Stock Purchase Agreement or by law on the
Company.
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The Purchaser
hereby irrevocably agrees that he or she will not, without the
prior written consent of the Company, from the date of execution of
the Stock Purchase Agreement and continuing to and including the
date five and one half (5 ½) years after the date of
execution of the Stock Purchase Agreement (the “
Lock-Up Period ”), offer for sale, sell,
contract to sell, pledge, grant any option for the sale of, enter
into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash
settlement or otherwise) or otherwise dispose of, directly or
indirectly, any Shares or any securities convertible into or
exchangeable for, or any options or rights to purchase or acquire
the Shares.
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At the end of
the Lock-Up Period, the Company will assess the status of all
Shares, and the Company has right and sole discretion to perform
any of the following actions:
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Cancel all
unvested and unpaid Shares.
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Cancel all
vested and unpaid Shares.
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Repurchase
all or any portion of the unvested and paid Shares at the price
equal to the price paid by
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