Published on June 8, 2006
Exhibit
10.1
COMMON
STOCK PURCHASE AGREEMENT
AGREEMENT
entered
into as of the 17th
day of
May, 2006, by and between SRKP
7,
Inc., a Delaware corporation with an address at 1900 Avenue of the Stars, Suite
310, Los Angeles, CA 90067 (the “Company”) and TMC Ulster Holdings Inc., a New
York corporation with an address at 86 Ponche Terrace, Showkan, New York 12481
(the “Purchaser”).
WHEREAS,
the Purchaser desires to purchase, and the Company desires to sell, an aggregate
of 905,000 shares (the “Shares”) of the Company’s Common Stock, par value $.0001
per share (the “Common Stock”) upon the terms and conditions
hereof.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Purchaser and the Company hereby agree as follows:
SECTION
1: SALE OF THE SHARES
1.1
Sale
of the Shares.
Subject
to the terms and conditions hereof, the Company will sell and deliver to the
Purchaser and the Purchaser will purchase from the Company, upon the execution
and delivery hereof, the Shares for a purchase price equal to $100,000.
SECTION
2: CLOSING DATE; DELIVERY
2.1
Closing
Date.
The
closing of the purchase and sale of the Shares hereunder (the “Closing”) shall
be held immediately following the execution and delivery of this
Agreement.
2.2
Delivery
at Closing.
At the
Closing, the Company will deliver to the Purchaser a stock certificate
registered in the Purchaser’s name, representing the number of Shares to be
purchased by Purchaser hereunder, against payment of the purchase price therefor
as indicated above.
SECTION
3: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The
undersigned Purchaser hereby represents and warrants to the Company as
follows:
3.1
Transfer
of Shares.
The
Shares have not been registered under the Securities Act and cannot be sold
or
otherwise transferred without an effective registration or an exemption
therefrom, but may not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
with the letter from Richard K. Wulff, Chief
of
the Office of Small Business Policy of the Securities and Exchange Commission’s
Division of Corporation Finance,
to Ken
Worm of NASD Regulation, Inc., dated January 21, 2000.
3.2
Experience.
The
undersigned has such knowledge and experience in financial and business matters
that the undersigned is capable of evaluating the merits and risks of investment
in the Company and of making an informed investment decision. The undersigned
has adequate means of providing for the undersigned's current needs and possible
future contingencies and the undersigned has no need, and anticipates no need
in
the foreseeable future, to sell the Shares for which the undersigned subscribes.
The undersigned is able to bear the economic risks of this investment and,
consequently, without limiting the generality of the foregoing, the undersigned
is able to hold the Shares for an indefinite period of time and has sufficient
net worth to sustain a loss of the undersigned's entire investment in the
Company in the event such loss should occur. Except as otherwise indicated
herein, the undersigned is the sole party in interest as to its investment
in
the Company, and it is acquiring the Shares solely for investment for the
undersigned's own account and has no present agreement, understanding or
arrangement to subdivide, sell, assign, transfer or otherwise dispose of all
or
any part of the Shares subscribed for to any other person.
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3.3
Investment;
Access to Data.
The
undersigned has carefully reviewed and understands the risks of, and other
considerations relating to, a purchase of the Common Stock and an investment
in
the Company. The undersigned has been furnished materials relating to the
Company, the private placement of the Common Stock or anything else that it
has
requested and has been afforded the opportunity to ask questions and receive
answers concerning the terms and conditions of the offering and obtain any
additional information which the Company possesses or can acquire without
unreasonable effort or expense. Representatives of the Company have answered
all
inquiries that the undersigned has made of them concerning the Company, or
any
other matters relating to the formation and operation of the Company and the
offering and sale of the Common Stock. The
undersigned has not been furnished any offering literature other than the
materials that the Company may have provided at the request of the undersigned;
and the undersigned has relied only on such information furnished or made
available to the undersigned by the Company as described in this Section. The
undersigned is acquiring the Shares for investment for the undersigned's own
account, not as a nominee or agent and not with the view to, or for resale
in
connection with, any distribution thereof. The undersigned acknowledges that
the
Company is a start-up company with no current operations, assets or operating
history, which may possibly cause a loss of Purchaser’s entire investment in the
Company.
3.4
Authorization.
(a)
This Agreement, upon execution and delivery thereof, will be a valid and binding
obligation of Purchaser, enforceable in accordance with its terms, subject
to
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws of general application affecting enforcement of creditors' rights
generally.
(b)
The
execution, delivery and performance by Purchaser of this Agreement and
compliance therewith and the purchase and sale of the Shares will not result
in
a violation of and will not conflict with, or result in a breach of, any of
the
terms of, or constitute a default under, any provision of state or Federal
law
to which Purchaser is subject, or any mortgage, indenture, agreement,
instrument, judgment, decree, order, rule or regulation or other restriction
to
which the Purchaser is a party or by which the undersigned Purchaser is bound,
or result in the creation of any mortgage, pledge, lien, encumbrance or charge
upon any of the properties or assets of Purchaser pursuant to any such
term.
3.5
Accredited
Investor.
Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
D
under the Securities Act of 1933, as amended.
SECTION
4: MISCELLANEOUS
4.1
Governing
Law.
This
Agreement shall be governed in all respects by the laws of the State of New
York, without regard to conflicts of laws principles thereof.
4.2
Survival.
The
terms, conditions and agreements made herein shall survive the Closing.
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4.3
Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and
administrators of the parties hereto.
4.4
Entire
Agreement; Amendment; Waiver.
This
Agreement constitutes the entire and full understanding and agreement between
the parties with regard to the subject matter hereof. Neither this Agreement
nor
any term hereof may be amended, waived, discharged or terminated, except by
a
written instrument signed by all the parties hereto.
4.5
Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together, shall constitute one
instrument.
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands as of the day and year first above
written.
| SRKP 7, INC. | |
| By: /s/ Anthony Pintsopoulos | |
| Name: Anthony Pintsopoulos | |
| Title: Secretary | |
| TMC ULSTER HOLDINGS INC. | |
| By: /s/ Guido DaLessio | |
| Name: Guido DaLessio | |
| Title: President |
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