STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement”) is made and entered into as of this 13th day of November, 2009 between Deli Du (the "Purchaser") and Quercus Trust (the “Seller").
WITNESSETH:
WHEREAS, the Seller is the beneficial owner of 2,348,943 shares of common stock, $0.001 par value per share (the "Shares"), of China Solar & Clean Energy Solutions, Inc.(the "Company"); and
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser :desires to purchase from the Seller, upon and subject to the terms and conditions set forth herein, the Shares.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements of the parties herein contained, the Seller and the Purchaser hereby agree as follows;
1. Recitals. The foregoing recitals are hereby incorporated herein by reference and acknowledged as true and correct by the parties hereto.
2. Sale and Purchase of Shares.
2.1 Seller will sell to Purchaser and Purchaser agrees to purchase the shares from Seller in exchange for the payment of Four Hundred Sixty Nine Thousand Seven Hundred Eighty Eight US Dollars ($469,788,00) (the "Purchase Price"), to be paid to Seller on or before 5:00 PM EDT on November 23rd, 2009 (the "Closing"), which shall be deposited in the escrow account of the Escrow Agent (Escrow LLC) and shall be payable pursuant to the terms set forth below. A commission in the amount of Seventy Thousand Four Hundred Sixty Eight US Dollars ($70,468.00) will be paid to National Securities upon the closing minus Escrow Agent fees.
2.2 Closing. On or before the Closing the Parties shall perform, in order:
a. Purchaser shall deliver to Seller a copy of this Agreement executed by Purchaser;
b. Seller shall deliver a fully executed copy of this Agreement to Purchaser;
c. Seller shall deliver under reasonable time to the Escrow Agent (Escrow LLC) certificates representing the Shares in negotiable form with stock transfer powers (containing a signature guarantee acceptable to the Company's transfer agent) attached thereto (collectively, the "Certificates"). Escrow Agent (Escrow LLC) will have the certificates re cut into the names of the purchaser and then the transfer agent will issue to all respective parties the certificates underlying this Securities Purchase Agreement;
d. Purchaser shall wire to the Escrow Agent (Escrow LLC) and Escrow Agent (Escrow LLC) to Seiler, the Purchase Price minus commissions to the account information as set forth below:
Escrow Agent International Wiring Instructions
Correspondent Bank.. Wells Fargo Bank, San Francisco, CA
SWIFT#: WFB111S6S
Credit Account #: xxx-xx-xxxxx
Virginia Commerce Bank
FBO Account Narne.. Escrow, LLC
Account: xxxxxxxx
QUERCUS WIRING INSTRUCTIONS
Bank: CITIBANK N.A.
ABA #: 021000089
For Credit: COLUMN SACKS & CO
Account #: xxxx-xxxx
Phone #: 212-357-2298
For Benefit: The Quercus Trust 7/12/96
Acct #:
e. Upon receipt of the Purchase Price and the Certificates, the Seller shall notify the Purchaser of the receipt of the Purchase Price and the Certificates, at which time the Seiler will deliver all shares underlying this Securities Purchase Agreement. The Seller, and such authorizations shall be in writing delivered via facsimile to the Escrow Agent (Escrow LLC).
f. Escrow Agent (Escrow LLC) shall deliver to Purchaser the Certificates in accordance with this Securities Purchase Agreement.
3. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser as follows:
3.1 Ownership of Shares. The Shares are (a) owned solely by the Seller; (b) free and clear of any and all liens, encumbrances, claims, charges and assessments; and (c) subject to no options, agreements, or restrictions with respect to transferability. Please note that some of the shares represented in this transaction have not been registered under the Securities Act of 1933. All of the representations underlying the transaction of February 2008 will transfer with these shares (le: make good provision and liquidated damages).
3.2 Authorization. The Seller has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform its obligations hereunder. This Agreement, when duly executed and delivered by the Seller, will constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies.
3.3 Approvals and Consents. No action, approval, consent or authorization, including but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary or required as to the Seller in order to constitute this Agreement as a valid, binding and enforceable obligation of the Seiler in accordance with its terms.
4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows:
4.1 Authorization. The Purchaser has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform their obligations hereunder. This Agreement, when duly executed and delivered by the Purchaser, will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. The purchaser is buying these shares for their own account and not for a resale or distribution in the United States.
4.2 Approvals and Consents. No action, approval, consent or authorization, including, but not limited to, any action, approval, consent or authorization by any governmental or quasi-governmental agency, commission, board, bureau or instrumentality is necessary or required as to it in order to constitute this Agreement as a valid, binding and enforceable obligation of it in accordance with its terms.
4.3 Accredited Investor. The Purchaser is an "accredited investor," as such term is defined in Rule 501 of Regulation D promulgated under the Securities, and the Purchaser is able to bear the economic risk of an investment in the Shares.
4.4 Entire Agreement; Amendment and Waiver. Except as set forth herein, no representations or warranties have been made to the Purchaser by the Seller, and in purchasing the Shares, the Purchaser is not relying upon any representations other than those specifically Contained herein, This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained herein and supersedes all prior oral or written agreements, if any, between the parties hereto with respect to such subject matter and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder. Any amendments hereto or modifications hereof must be made in writing and executed by each of the parties hereto. Any failure by the Seller or the Purchaser to enforce any rights hereunder shall not be deemed a waiver of such rights.
4.5 Fairness of Purchase Price. The Purchaser and the Seller hereby acknowledge, as evidenced by their signatures hereto, that (a) the Purchase Price paid for the Shares is fair, equitable and valid; and (b) the Company's common stock is subject to market forces which will result in variances in the value thereof; which variances may be significant.
4.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to conflict of laws principles.
4.7 Binding Effect; Assignment. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and he binding upon the Seller and the Purchaser and their respective heirs, successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by any of the parties hereto without the prior written consent of the other party hereto. Any transfer or assignment of any of the rights, interests or obligations hereunder in violation of the terms hereof shall be void and of no force or effect.
4.8 Survival of Representations and Warranties. All representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement.
4.9 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument and shall bind all parties signing such counterpart.
4.10 Additional Documents. The Purchaser and the Seller agree to execute any additional documents reasonably required to affect a transfer of the Shares to the Purchaser.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
SELLER:
Quercus Trust
By: /s/ David Gelbaum
David Gelbaum: Trustee
PURCHASER:
Deli Du
By: /s/ Deli Du 09.11.13
Deli Du
