EXHIBIT 10.2
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement") dated as of December 31,
2010 by and between GOLDEN DRAGON HOLDING CO. ("Seller") and the Purchaser,
James Clark ("Purchaser")
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller hereby sells to Purchaser 1,000 Shares of Common
Stock of CCaps Co., and Purchaser hereby purchases from Seller such
Shares of Common Stock (the "Purchased Securities"), for an aggregate
purchase price of $100 payable upon delivery to Purchaser of a Share
certificate registered in the name of Seller together with a duly
executed stock power.
2. Representations and Warranties of Seller. Seller hereby represents and
warrants to Purchaser that:
a. Seller is duly authorized to enter into this Agreement and to
perform their obligations hereunder.
b. Seller has the right to dispose of the Purchased Securities to
Purchaser without the consent of any other person or entity
whatsoever, and upon delivery of the certificates representing
the Purchased Securities to Purchaser, the Purchased Securities
shall be owned by Purchaser free of any liens, charges,
encumbrances, rights of first refusal or other adverse claims
whatsoever.
c. Concurrent with the Sale, Seller shall issue 25,000 shares of its
common stock to CCaps Co. which CCaps Co. may use as capital.
3. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that:
a. Purchaser is duly authorized to enter into this Agreement and to
perform its obligations hereunder.
b. Purchaser has made its own investigation of the business of the
Issuer, and is not relying on any information about the Issuer
and its business provided by Seller in making Purchaser's
determination to purchase the Purchased Securities, and Purchaser
understands that there is significant debt on the books of CCaps
Co.
c. Purchaser hereby represents that he/she will not resell the
Shares in any transaction for which an exemption is not available
without first registering the shares for resale.
d. Purchaser hereby acknowledges that the Shares are "Restricted,"
will bear a restrictive legend, and further, a legend stating the
securities are not registered with the Securities and Exchange
Commission.
e. Purchaser represents that he/she has received all currently
available financial information for the Company for which the
Shares are issued and have received any other information
requested about the Company or its securities.
f. Purchaser represents that either a) he/she is an "accredited
investor" as defined in Regulation D, or b) he/she is a
sophisticated investor having such knowledge and experience in
investing and having received such information about the Company
and its securities that he/she deems the investment appropriate
and suitable for him or her.
g. Purchaser represents he/she is purchasing the Shares for
investment purposes only and not with a view to distribution to
the public.
h. Purchaser represents that no public solicitation of him/her was
made.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Colorado with
respect to agreements entered into within Colorado by residents
thereof.
5. Counterparts, Facsimile Signatures. This Agreement may be executed in
one or more counterparts, each of which shall be considered an
original document. This Agreement may be delivered by facsimile, which
shall be deemed an original counterpart for all purposes.
Seller: GOLDEN DRAGON HOLDING CO. Purchaser: JAMES CLARK
By: _____________________________ _____________________________
Name: David J. Cutler James Clark
Title: CEO Address:
SS #: ________________________