Exhibit 10.1
COMMON STOCK AND WARRANT PURCHASE
AGREEMENT
This COMMON STOCK AND WARRANT
PURCHASE AGREEMENT (this “ Agreement ”) is
dated as of August 3, 2009, among SINO GREEN LAND
CORPORATION , a Nevada corporation (the “ Company
”), and the investors identified on the signature pages
hereto (the “ Investors ”).
ARTICLE 1
DEFINITIONS
1.1.
Definitions . In addition to the terms
defined elsewhere in this Agreement, for all purposes of this
Agreement, the following terms shall have the meanings indicated in
this Section 1.1:
“ Affiliate ”
means any Person that, directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common
control with a Person.
“ Business Day ”
means any day except Saturday, Sunday and any day which is a legal
holiday or a day on which banking institutions in the State of New
York or in Guangzhou, China are authorized or required by law or
other governmental action to close.
“ Closing ” means
the closing of the purchase and sale of the Securities pursuant to
Article 2 .
“ Exchange Act ”
means the Securities Exchange Act of 1934, as amended.
“ Person ” means
an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
“ Rule 144 ”
means Rule 144 promulgated by the Securities and Exchange
Commission (the “ Commission ”) pursuant to the
U.S. Securities Act of 1933, as amended (the “ Securities
Act ”), as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule.
ARTICLE 2
PURCHASE AND SALE OF COMMON STOCK AND WARRANTS
2.1.
Purchase and Sale of Common Stock
and Warrants .
(a)
Upon the following terms and
conditions, the Company shall issue and sell to the Investors, and
the Investors shall purchase from the Company, shares (the “
Shares ”) of common stock, par value $0.001 per share
of the Company (“ Common Stock ”) at a price per
share of $[0.085/0.12] for an aggregate purchase price of
$1,636,000 (the “ Purchase Price ”). Each
Investor shall pay the portion of the Purchase Price set forth
opposite its name on Exhibit A hereto. The Company and
the Investors are executing and delivering this Agreement in
accordance with and in reliance upon the exemption from securities
registration afforded by Regulation S promulgated pursuant to the
Securities Act and/or upon such other exemption from the
registration requirements of the Securities Act as may be available
with respect to any or all of the investments to be made
hereunder.
(b)
Upon the following terms and
conditions and for no additional consideration, the Investors shall
be issued warrants in substantially the form attached hereto as
Exhibit B (the “ Warrants ” and
collectively with this Agreement, the “ Transaction
Documents ”) to purchase such number of shares of Common
Stock as is set forth opposite the name of each Investor on
Exhibit A attached hereto. Any shares of Common Stock
issuable upon the exercise of the Warrants (and such shares when
issued) are herein referred to as the “ Warrant Shares
.” The Stock, the Warrants and the Warrant Shares are
sometimes collectively referred to herein as the “
Securities .”
2.2.
Closing . In consideration of and in
express reliance upon the representations, warranties, covenants,
terms and conditions of this Agreement, the Company agrees to issue
and sell to the Investors and, in consideration of and in express
reliance upon the representations, warranties, covenants, terms and
conditions of this Agreement, each Investor agrees to purchase the
number of Shares and Warrants set forth opposite such
Investor’s name on Exhibit A . The closing under
this Agreement (the “ Closing ”) shall take
place on or about August 3, 2009 (the “ Closing Date
”). The Closing shall take place at the headquarters of
the Company, provided, that all of the conditions set forth herein
shall have been fulfilled or waived in accordance
herewith.
2.3.
Closing Deliveries
.
(a)
At the Closing and upon receipt by
the Company of the Purchase Price from the Investors, the Company
shall deliver or cause to be delivered to the Investors (x) a
certificate for the number of Shares set forth opposite the name of
each Investor on Exhibit A hereto, (y) a Warrant to purchase
such number of shares of Common Stock as is set forth opposite the
name of each Investor on Exhibit A attached hereto and (z)
any other documents required to be delivered pursuant to this
Agreement.
(b)
At the Closing, the Investors shall
deliver or cause to be delivered to the Company each of the
documents required to be delivered by it pursuant to this Agreement
as well as the Purchase Price in United States dollars and in
immediately available funds, by wire transfer to an account
designated by the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1.
Representations and Warranties of
the Company . The Company hereby
represents and warrants to the Investors as follows, as of the date
hereof and as of the Closing Date:
(a)
Organization, Good Standing and
Power .
The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada
and has the requisite corporate power to own, lease and operate its
properties and assets and to conduct its business as currently
conducted.
(b)
Authorization;
Enforcement .
The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by
the Transaction Documents and to carry out its obligations
hereunder and thereunder. The execution, delivery and
performance of the Transaction Documents and the consummation by
the Company of the transactions contemplated hereby and thereby
have been duly authorized by all necessary action on the part of
the Company and no further action is required by the Company in
connection therewith. When executed and delivered by the
Company, the Transaction Documents will constitute the valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.
(c)
Certain Fees . The Investors shall have no
obligation with respect to any fees or with respect to any claims
(other than such fees or commissions owed by the Investors pursuant
to written agreements executed by the Investors which fees or
commissions shall be the sole responsibility of the Investors) made
by or on behalf of other Persons for fees payable by the Company to
any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the
transactions contemplated by this Agreement.
3.2.
Representations and Warranties of
the Investors . Each of the Investors hereby
represents and warrants to the Company as follows, as of the date
hereof and as of the Closing Date:
(a)
Organization; Authority
. If such Investor
is a business entity, such Investor is an entity duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its organization
(b)
Authorization and Power
. Such Investor
has the requisite corporate or partnership power and authority to
enter into and to perform its obligations under the Transaction
Documents and to purchase the Securities being sold to it
hereunder. The execution, delivery and performance by such
Investor of the transactions contemplated by the Transaction
Documents and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary
action on the part of such Investor and no further consent or
authorization of such Investor is required. When executed and
delivered by the Investors, the Transaction Documents shall
constitute the valid and legally binding obligation of such
Investor, enforceable against it in accordance with its terms,
except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable
principles of general application.
(c)
Investment Intent
. Such Investor is
purchasing the Securities solely for its own account for the
purpose of investment and not with a view to or for sale in
connection with distribution. Such Investor does not have a
present intention to sell any of the Securities, nor a present
arrangement (whether or not legally binding) or intention to effect
any distribution of any of the Securities to or through any person
or entity; provided, however, that by making the representations
herein, such Investor does not agree to hold any of the Securities
for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with the terms
and provisions of the Transaction Documents and federal and state
securities laws applicable to such disposition. Such Investor
acknowledges that (i) it has such knowledge and experience in
financial and business matters such that Investor is capable of
evaluating the merits and risks of Investor’s investment in
the Company, (ii) it is able to bear the financial risks associated
with an investment in the Securities, (iii) it has been given full
access to such records of the Company and to the officers of the
Company as it has deemed necessary or appropriate to conduct its
due diligence investigation, (iv) it has reviewed or received
copies of all reports, schedules, forms, statements and other
documents required to be filed by the Company with the Commission
pursuant to the reporting requirements of the Exchange Act,
including pursuant to Sections 13, 14 or 15(d) thereof, (v) it and
has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with
respect to its acquisition of the Securities, (vi) except for this
Agreement and the transactions contemplated hereby, neither the
Company nor its employees have disclosed to such Investor any
material non-public information that, according to applicable law,
rule or regulation, should have been disclosed publicly by the
Company prior to the date hereof but which has not been so
disclosed, and (vii) it (and not the Company) shall be responsible
for its own tax liabilities that may arise as a result of this
investment or the transactions contemplated by this Agreement.
Investor has the financial capability to perform all of its
obligations under this Agreement, including the financial
capability to purchase the Securities.
(d)
Rule 144 . Such Investor understands
that the Securities must be held indefinitely unless such
Securities are registered under the Securities Act or an exemption
from registration is available. Such Investor acknowledges
that such person is familiar with Rule 144, and that such Investor
has been advised that Rule 144 permits resales only under certain
circumstances. Such Investor understands that to the extent
that Rule 144 is not available, such Investor will be unable to
sell any Securities without either registration under the
Securities Act or the existence of another exemption from such
registration requirement.
(e)
Regulation S Transaction
. Such Investor is
acquiring the Securities in an offshore transaction in accordance
with Rule 903 of Regulation S promulgated under the Securities Act
and the Investor is not a "U.S. Person" as that term is
d
