EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
BY AND AMONG
GOLDEN DRAGON HOLDING CO., a Delaware corporation,
DAVID J. CUTLER
and
CANNAPHARMARX, INC., a Colorado corporation
dated May 9, 2014
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of May 9, 2014, among
Golden Dragon Holding Co., ("GDHC") a Delaware corporation, David J. Cutler (the
"Seller"), and CannaPharmaRX, Inc., a Colorado corporation (the "Buyer").
W I T N E S S E T H:
A. WHEREAS, the Seller owns 1,421,120 restricted shares of common stock of
Golden Dragon Holding Co. ("GDHC") in the aggregate.
B. WHEREAS, Buyer wish to purchase an aggregate of 1,421,120 restricted
shares of common stock (the "Purchase Shares"), and the Seller desires to sell
the Purchase Shares to Buyer.
C. WHEREAS, the Buyer wishes to purchase additional shares from GDHC, in
consideration of a capital contribution to pay the outstanding payables as shown
at Day of Closing in the amount of $296,000 for 9,000,000 restricted common
shares (new shares).
D. GDHC is joining this Agreement to provide certain covenants, agreements,
warranties, and representations.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
THE CONSIDERATION
1.1 Subject to the conditions set forth herein, Seller shall sell to Buyer
and Buyer shall purchase an aggregate of 1,421,120 restricted shares of common
stock of GDHC from Seller ("Purchase Shares"). The purchase price for the
Purchase Shares to be paid by Buyer to Seller is $54,000 (the "Consideration"),
paid herewith subject to the conditions hereof, and the new share purchase price
of $296,000 shall be paid in the form of cash herewith for the purchase of
9,000,000 restricted common shares of GDHC, the proceeds of which shall be used
to pay the outstanding payables of the company, through a designated bank
account.
ARTICLE II
CLOSING AND CONVEYANCE OF SHARES
2.1 The Purchase Shares shall be conveyed by Seller to Buyer with duly
executed stock powers by depositing all of the Purchase shares with Escrow Agent
for delivery to Buyer, upon receipt of the Consideration by Seller, and
satisfaction of: (a) the conditions precedent in Article VI; and (b) procedures
in Article V.
Initials GDHC:
Seller:
Buyer:
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2.2 Closing hereunder shall be completed by delivery to escrow to Michael
A. Littman, Esq. ("Escrow Account") of the requisite closing documents, cash
consideration and share certificates on or before May 9, 2014 at 5:00 p.m. MST
("Closing Date") subject to satisfaction of the terms and conditions set forth
herein. Consideration may be delivered by Federal Express or wire transfers, and
any closing documents may be delivered by facsimile, Federal Express or other
appropriate means.
2.3 All parties agree that time is of the essence and agree that Closing
Date shall occur upon the earlier of (a) May 9, 2014 or that (b) the
satisfaction of (i) the conditions precedent in Article VI; and (ii) procedures
in Article V have been met and delivery of the Purchase Shares have been
delivered to the Escrow Agent.
ARTICLE III
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER AS TO GDHC
Seller and GDHC each hereby represent, warrant and covenant to Buyer as
follows:
3.1 GDHC is a corporation duly organized and validly existing under the
laws of the State of Delaware. The Articles of Incorporation and the minute
books of GDHC, copies of which have been made available to Buyer, contain a
record, which is complete and accurate in all material respects, of all
meetings, and all corporate actions of the shareholders and Board of Directors
of GDHC, from the date of inception in Delaware.
3.2 (a) The authorized capital stock of GDHC consists of 100,000,000
shares of common stock, of which 2,384,407 shares of common stock are issued and
outstanding, and 10,000,000 shares of preferred stock, no shares of which are
issued and outstanding. During period from inception, Seller has issued no
options, warrants, or other rights to purchase, or subscribe to, or other
securities convertible into or exchangeable for any shares of capital stock of
GDHC, or contracts or arrangements of any kind relating to the issuance, sale or
transfer of any capital stock or other equity securities of GDHC. Seller
warrants that there are no options, warrants, rights, securities, convertible or
exchangeable for any shares of capital stock of GDHC or contracts or
arrangements of any kind relating to the issuance sale or transfer of any
capital stock or other equity securities of GDHC.
(b) The Seller owns the Purchase Shares that the Seller is conveying
pursuant to this Agreement beneficially and of record, free and clear of any
lien, pledge, security interest or other encumbrance, and, upon payment for the
Purchase Shares as provided in this Agreement, the Buyer will acquire good and
valid title to the Purchase Shares, free and clear of any lien, pledge, security
interest or other encumbrance. None of the Purchase Shares are the subject of
any voting trust agreement or other agreement relating to the voting thereof or
restricting in any way the sale or transfer thereof except for this Agreement.
The Seller has full right and authority to transfer such Purchase Shares
pursuant to the terms of this Agreement.
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3.3 Except for the divestiture of CCAPS Co, a prior subsidiary which merged
with CCVG, Inc. a subsidiary in 2010, GDHC does not now own, nor has it owned,
during the term of Seller's ownership of GDHC shares, any outstanding shares of
capital stock or other equity interests of any partnership, joint venture,
trust, corporation, limited liability company or other entity and, to the best
of Seller's knowledge, there are no obligations of GDHC to repurchase, redeem or
otherwise acquire any capital stock or equity interest of another entity, which
have arisen or been contractually agreed upon during the term of inception, to
present date.
3.4 This Agreement has been duly authorized, validly executed and delivered
on behalf of the Seller and GDHC and is a valid and binding agreement and
obligation of GDHC and Seller enforceable against the parties in accordance with
its terms, subject to limitations on enforcement by general principles of equity
and by bankruptcy or other laws affecting the enforcement of creditors' rights
generally, and Seller and GDHC have complete and unrestricted power to enter
into and, upon the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
3.5 Neither the making of nor the compliance with the terms and provisions
of this Agreement and consummation of the transactions contemplated herein by
Seller or GDHC will conflict with or result in a breach or violation of any law,
statute, rule, regulation, or any existing applicable decree, judgment or order
by any court, federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over GDHC or Seller.
3.6 The representations and warranties of GDHC shall be true and correct as
of the date hereof. Other than as contained in this Agreement, Seller makes no
representations or warranties whatsoever to Buyer as to any matter relating to
GDHC finances, stock, debts, or any other obligations.
3.7 No representation or warranty by GDHC or the Seller in this Agreement,
or any certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading.
3.8 The Buyer have not received any general solicitation or general
advertising regarding the shares of Seller's common stock.
ARTICLE IV
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE BUYER
4.1 The Buyer understand that the Purchase Shares comprise restricted
stock, which has not been registered with the Securities and Exchange
Commission, any state securities agency or any foreign securities agency, and
further, which has not been approved or disapproved by the Securities and
Exchange Commission, any state securities agency or any foreign securities
agency.
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4.2 The Buyer are acquiring the Purchase Shares solely for investment for
his or her own account and not with a view to, or for, resale in connection with
any distribution within the meaning of any federal securities act, state
securities act or any other applicable federal or state laws.
4.3 The Buyer understand the speculative nature and risks of investments
associated with the Purchase Shares, and confirms that the Purchase Shares are
suitable for and consistent with Buyer's investment program; that Buyer's
financial position enables Buyer to bear the risks of this investment; and that
there is no guarantee Buyer will be able to sell the Purchase Shares to another
subsequent buyer.
4.4 Buyer affirm that Buyer will not transfer, encumber, sell, hypothecate,
or otherwise dispose of the Purchase Shares in any way that will violate any
federal and/or state securities laws. 4.5 Buyer have sufficient knowledge and
experience in financial matters to evaluate the risks associated with Buyer's
willing purchase of the Purchase Shares.
4.6 Buyer are not a member of, or an associate or affiliate of a member of
the Financial Industry Regulatory Authority.
ARTICLE V
PROCEDURE FOR CLOSING
5.1 At the Closing Date, the purchase and sale shall be consummated after
satisfaction of all conditions precedent set forth in Article VI, by Seller's
restricted common stock certificates for the Purchase Shares being delivered,
duly executed, for 1,421,120 restricted shares of common stock, and the newly
issued 9,000,000 restricted common shares of GDHC, upon the delivery of the Cash
Consideration for Share Purchase to Escrow Agent from the Buyer, together with
delivery of all other items, agreements, stock powers, warranties, and
representations set forth in this Agreement.
5.2 Escrow Agent is Michael A. Littman, Esq.
ARTICLE VI
CONDITIONS PRECEDENT TO THE
CONSUMMATION OF THE PURCHASE
The following are conditions precedent to the consummation of the Agreement
on execution hereof or before the Closing Date, as may be applicable:
6.1 Seller and GDHC shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.
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6.2 GDHC's Board of Directors shall have adopted and approved this
Agreement and the actions herein required.
6.3 No action, suit or proceeding shall have been instituted or shall have
been threatened before any court or other governmental body or by any public
authority to restrain, enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their directors or officers
to any material liability, fine, forfeiture or penalty on the grounds that the
transactions contemplated hereby, the parties hereto or their directors or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection with the transactions contemplated hereby, and the
parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
6.4 The representations and warranties made by Seller and GDHC in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of changes caused by transactions suggested or approved in writing by
the Buyer.
6.5 GDHC shall file a Current Report on Form 8K referencing this Agreement
on or before 4 days after the execution hereof.
6.6 GDHC shall maintain its OTCQB listing in good standing during all times
prior to the Closing Date.
6.7 GDHC has remained approved for electronic transfer of shares by DTC.
ARTICLE VII
TERMINATION AND ABANDONMENT
7.1 Anything contained in this Agreement to the contrary notwithstanding,
the Agreement may be terminated at any time prior to or on the Closing Date:
(a) By mutual consent of parties;
(b) If within ten days hereafter, Buyer determines, in its sole
discretion, that Due Diligence is unsatisfactory;
(c) By Buyer, if any condition set forth in Article VI relating to
the Seller or GDHC has not been met, however Buyer reserve the
right to recover their payments from Seller and GDHC hereunder;
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(c) By Seller or Buyer, if any suit, action, or other proceeding
shall be pending or threatened by the federal or a state
government before any court or governmental agency, in which it
is sought to restrain, prohibit, or otherwise affect the
consummation of the transactions contemplated hereby; however
Buyer reserve the right to recover its payments from Seller and
GDHC hereunder.
(d) By Buyer, if there is discovered any material error, misstatement
or omission in the representations and warranties of Seller;
however Buyer reserve the right to recover its payments from
Seller and GDHC hereunder.
(e) By the Seller, if the Closing does not occur, through no failure
to perform or act by Seller, on May 9, 2014, unless extended in
writing.
ARTICLE VIII
CONTINUING REPRESENTATIONS AND
WARRANTIES AND COVENANTS
8.1 The respective representations, warranties, and covenants of the
parties hereto and the covenants and agreements of the parties hereto shall
survive after the closing under this Agreement in accordance with the terms
thereof.
8.2 There are no representations whatsoever about any matter relating to
GDHC, Seller or any item contained in this Agreement, except as is contained in
the express language of this Agreement.
8.3 Seller and its agents and attorneys shall have no liability whatsoever
for any matter, omission or representation not specifically disclosed herein,
and Buyer, as a specific inducement to Seller hereby releases Seller and his
agents and attorneys and covenants not to sue Seller, his agents and attorneys,
under any circumstances for any matter not specifically and expressly
represented within this document.
ARTICLE IX
MISCELLANEOUS
9.1 This Agreement embodies the entire agreement between the parties, and
there have been and are no agreements, representations or warranties among the
parties other than those set forth herein or those provided for herein.
9.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
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9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
9.4 This Agreement may not be amended except by written consent of both
parties.
9.5 Any notices, requests, or other communications required or permitted
hereunder shall be delivered personally or sent by overnight courier service,
prepaid, addressed as follows:
To Seller: David J. Cutler
2460 W. 26th Ave.
Suite 380-C
Denver, CO 80211
To Buyer: CannaPharmaRX, Inc.
c/o 7609 Ralston Road
Arvada, CO 80211
With a copy to: Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
Fax: 303-431-1567
e-mail: malattyco@aol.com
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the Buyer
and Seller. However, GDHC may issue at any time any press release or other
public statement it believes on the advice of its counsel it is obligated to
issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
9.7 This Agreement shall be governed by and construed in accordance with
and enforced under the laws of the state of Colorado applicable to all
agreements made hereunder. Venue and jurisdiction for any legal actions
hereunder shall be District Court in and for Jefferson County, Colorado.
9.8 In connection with this Agreement the parties have appointed the Escrow
Agent, Michael A. Littman, Esq., who shall be authorized by this agreement to do
the following:
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1) Accept the $54,205 (total balance of Purchase Price for the
Purchase Shares) from Buyer pursuant to the contract.
2) Accept the common stock certificates of GDHC being sold by Seller
with duly signed and guaranteed signatures on stock powers, and
accept the newly issued certificate of GDHC for the 9,000,000
restricted common shares in the name of Buyer, duly authorized,
fully paid and nonassessable. Upon receipt of the payment as set
forth in 1) above, deliver the cashier's checks at closing from
the escrow in accordance with separate written instructions from
Seller, to pay all of the payables for $296,000, according to a
separate list, with $54,000 to Seller.
3) Upon final payment hereunder, transmit by Federal Express the
stock certificates to Buyer.
4) In the event of default in delivery of cash or certificates by a
party under this agreement, any cash or certificates received
from the other party shall be returned to the remitting party
three (3) business days after default, and the transaction shall
terminate with Seller retaining the deposit, if Seller is the
non-defaulting party. If Seller defaults in delivery of
certificates, then the initial deposit shall be returned to
Buyer.
5) Escrow Agent is specifically indemnified and held harmless hereby
for his actions or inactions in following these instructions. In
the event of a dispute involving the escrow instructions or the
consideration to be delivered in escrow, the Escrow Agent is
authorized to implead the consideration received into the
District Court of Jefferson County, Colorado upon ten days
written notice, and be relieved of any further escrow duties
thereupon. Any and all costs of attorney's fees and legal actions
of Escrow Agent for any dispute resolution or impleader action
shall be paid in equal shares by the parties to this agreement.
9.9 At Closing, the officers shall resign, and the directors shall appoint
two new directors and officers of Buyer's choice, with such prior directors
resigning effective ten (10) days after compliance with the written notice to
shareholders by Section 14f of the Securities and Exchange Act of 1934.
9.10 GDHC has certain payables to its selling shareholder, transfer agent,
and attorney from the new share purchase proceeds herein at Closing as of the
execution hereof, which amounts are shown on Exhibit A and shall be paid from
and satisfied upon payment of the disbursement.
9.11 Legal fees to Michael A. Littman for past services and relating to the
closing under this Agreement shall be included in the payables paid at Closing.
9.12 Buyer shall pay for all of the costs and legal fees required to keep
the company current in its SEC filings until closing, upon invoice.
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9.13 Except as set forth in 9.10 above, Seller shall pay all other payables
of GDHC incurred to closing, at or prior to closing, and shall waive and
release, at closing, any payable to Seller.
9.14 Buyer shall reimburse Seller for advances paid for the 10-Q.
IN WITNESS WHEREOF, the parties have executed this Agreement this 9th day
of May, 2014.
BUYER
GOLDEN DRAGON HOLDING CO., CANNAPHARMARX, INC.,
A Delaware Corporation a Colorado Corporation
By:/s/ David J. Cutler By: /s/ Gary Herick
____________________________ _____________________________
David J. Cutler, President Gary Herick, CEO
SELLER
/s/ David J. Cutler
________________________________
David J. Cutler, Individually
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