Blueprint





 











Exhibit 10.28



 



STOCK PURCHASE AGREEMENT

 


STOCK PURCHASE AGREEMENT, dated as of
October 1, 2018 (the “Agreement”), by and
between HF Enterprises Inc., a Delaware (USA) corporation
(“HF
Enterprises”), and Heng Fai Chan, the sole shareholder
(the “Shareholder”) of Hengfai
International Pte. Ltd., a limited corporation formed in Singapore
(the “Company”).

 



W I T N E S E T H:

 


WHEREAS, the Shareholder is the owner of
an aggregate of One Million (1,000,000) shares of the ordinary
shares of the Company (the “Company Shares”),
constituting One Hundred Percent (100%) of the issued and
outstanding shares of capital stock of the Company;

 


WHEREAS, the Shareholder desires to
transfer the Company Shares to HF Enterprises in exchange for Eight
Million Five Hundred Thousand (8,500,000) shares of HF
Enterprises’ common stock (the “HF Enterprises
Shares”);

 


WHEREAS, the Shareholder intends that
the HF Enterprises Shares be issued to HFE Holdings Limited, an
entity controlled by the Shareholder; and

 


WHEREAS, in order to accomplish said
transactions, the Shareholder desires to sell, and HF Enterprises
desires to purchase, the Company Shares in exchange for the HF
Enterprises Shares on the terms and conditions set forth
herein;

 


NOW, THEREFORE, in consideration of the
mutual representations warranties, agreements and indemnities
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged,
the parties agree as follows:

 

1. Company
Shares




 



Subject
to the terms and conditions stated herein, the Shareholder hereby
agrees to sell, assign, transfer and deliver to HF Enterprises on
the Closing Date, as defined in Section 3 hereof, and HF
Enterprises hereby agrees to purchase from the Shareholder on the
Closing Date, all right, title and interest of the Shareholder in
and to the Company Shares for a total purchase price consisting of
the HF Enterprises Shares.

 



2. Payment
of Consideration

 


In
furtherance of the consummation of the transactions contemplated
hereby, HF Enterprises shall deliver to HFE Holdings Limited, an
entity controlled by the Shareholder, a stock certificate
representing the HF Enterprises Shares, and the Shareholder shall
deliver to HF Enterprises a certificate representing the Company
Shares, properly endorsed and/or accompanied by instruments of
transfer duly executed in blank.

 

3. Closing
Date

 


The
closing of the transactions contemplated by this Agreement (the
“Closing”) shall occur on
October 1, 2018 (the “Closing Date”) at the
offices of the Company.

 



 

1







 





 

4. Representations
and Warranties

 

4.1 
By the Shareholder. The
Shareholder represents and warrants as follows and acknowledges
that HF Enterprises is relying upon such representations and
warranties in connection with the purchase by HF Enterprises of the
Company Shares.

 




(a)

The Company is a
limited company duly formed, validly existing and in good standing
under the laws of Singapore;





 




(b)

The total issued
and outstanding capital stock of the Company consists of One
Million (1,000,000) ordinary shares;





 




(c)

All of the Company
Shares are owned by the Shareholder as the registered and
beneficial owner of record, with good and marketable title thereto,
free and clear of all mortgages, liens, charges, security
interests, adverse claims, pledges, encumbrances, restrictions and
demands whatsoever (other than restrictions imposed by applicable
securities laws);





 




(d)

The Shareholder is
purchasing the HF Enterprises Shares for its own account for
investment purposes, and not with a view to the distribution
thereof in violation of any applicable securities
laws;





 




(e)

The Shareholder is
aware that the HF Enterprise Shares shall be subject to U.S.
securities laws, and may only be sold or transferred in accordance
with applicable law;





 




(f)

No person,
corporation or other entity (other than HF Enterprises, pursuant to
this Agreement) has any agreement, option or warrant, or any right
or privilege (whether by law, pre-emptive or contractual, or
whether by means of any exercise, conversion or other right or
action) which has the effect of or is capable of becoming an
agreement, option or warrant, for the purchase of any of the
Company Shares from the relevant Shareholder;





 




(g)

Neither the
Shareholder nor the Company is party to, bound or affected by or
subject to any indenture, mortgage, lease, agreement, instrument,
charter or by-law provision, statute, regulation, order, judgment,
decree or law which would be violated, contravened or breached by,
or under which any default would occur as a result of, the
consummation of the transactions provided for herein;





 




(h)

The Shareholder has
all requisite power and authority to execute, deliver and perform
its obligations under this Agreement; the execution, delivery and
performance of this Agreement by the Shareholder has been duly
authorized by all necessary action on the part of the Shareholder;
and this Agreement constitutes the legal, valid and binding
obligations of the Shareholder, enforceable against the Shareholder
in accordance with its terms;





 




(i)

The Company has no
material liabilities;





 



 

2







 





 




(j)

The Company is the
sole stockholder of Hengfai Business Development Pte. Ltd.;
and





 




(k)

The Company’s
wholly-owned subsidiary Hengfai Business Development Pte. Ltd., as
of the date hereof, is the owner of 761,185,294 ordinary shares of
Singapore eDevelopment Limited and warrants to purchase 359,834,471
ordinary shares of Singapore eDevelopment Limited.





 

4.2 
By HF Enterprises. HF
Enterprises represents and warrants as follows and acknowledges
that the Shareholder is relying upon such representations and
warranties in connection with the sale by the Shareholder of the
Company Shares:

 




(a)

HF Enterprises is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware;





 




(b)

HF Enterprises has
all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement; the execution,
delivery and performance of this Agreement by HF Enterprises has
been duly authorized by all necessary corporate action on the part
of HF Enterprises; and this Agreement constitutes the legal, valid
and binding obligation of HF Enterprises, enforceable against HF
Enterprises in accordance with its terms;





 




(c)

HF Enterprises is
not a party to, bound or affected by or subject to any indenture,
mortgage, lease, agreement, instrument, charter or by-law,
provision, statute, regulation, order, judgment, decree or law
which would be violated, contravened or breached by, or under which
any default would occur as a result of, the consummation of the
transactions provided for herein; and





 




(d)

HF Enterprises is
purchasing the Company Shares for its own account for investment
purposes, and not with a view to the distribution thereof in
violation of any applicable securities laws.





 

5. Survival
of Representations and Warranties

 

5.1 The Shareholder. The
representations and warranties of the Shareholder contained in this
Agreement shall survive the consummation of the transactions
contemplated by this Agreement and, notwithstanding such completion
or any investigation made by or on behalf of HF Enterprises, shall
continue in full force and effect for the benefit of HF Enterprises
for a period of one year after the Closing Date.

 

5.2 HF Enterprises. The
representations and warranties of HF Enterprises contained in this
Agreement shall survive the completion of the transactions
contemplated by this Agreement and, notwithstanding such completion
or any investigation made by or on behalf of the Shareholder, shall
continue in full force and effect for the benefit of the
Shareholder for a period of one year after the Closing
Date.

 



 

3







 





 

6. Transfer

 


This
Agreement shall operate as an immediate and effective transfer and
assignment of the Company Shares by the Shareholder to HF
Enterprises as at the Closing Date. The parties agree to do all
such other acts and things as may be necessary to give effect to
the provisions hereof, and without limiting the generality of the
foregoing, to validly and effectively transfer the Company Shares
from the Shareholder to HF Enterprises as at the Closing Date, and
to validly and effectively issue the HF Enterprises Shares to the
Shareholder as at the date hereof.

 

7. Additional
Covenants; Assignment

 

7.1 Each of the
Shareholder and HF Enterprises covenants and agrees to take all
such actions as are within such party’s power to control, and
to use all reasonable efforts to cause other actions to be taken
which are not within such party’s power to control, so as to
ensure compliance with any conditions of Closing as set forth in
this Agreement which are for the benefit of the other
party.

 

7.2 Each of the
Shareholder and HF Enterprises shall take or cause to be taken all
necessary or desirable actions, steps and corporate proceedings to
approve or authorize the transactions contemplated by this
Agreement and the execution and delivery of this Agreement and
other agreements and documents contemplated hereby, and shall cause
all necessary meetings of directors and Shareholder of the Company
to be held for such purpose.

 

7.3 Each of the Shareholder and HF
Enterprises covenants and agrees that the transfer of the Company
Shares shall not include the transfer of the following securities
presently held by the Company’s wholly-owned subsidiary
Hengfai Business Development Pte. Ltd.: (i) 683,000 shares of the
common stock of Document Security Systems, Inc., a New York
corporation (the “Document
Security Shares”); and (ii) those warrants to
purchase 1,864,275,000 shares of Singapore eDevelopment Limited, a
limited company formed in Singapore, at a purchase price of S$.048
that were issued in 2017 (the “2017
Warrants”).  The Company’s
wholly-owned subsidiary Hengfai Business Development Pte. Ltd. will
assign both the Document Security Shares and the 2017 Warrants,
using the Assignment attached as Exhibit
A hereto, to such
entity or entities as shall be designated by the Shareholder. 
Both the Shareholder and HF Enterprises shall take such actions as
shall be necessary and proper to promptly transfer the Document
Security Shares and the 2017 Warrants out of the Company’s
wholly-owned subsidiary Hengfai Business Development Pte.
Ltd.

 

8. Conditions

 

8.1 
Conditions to the Obligation of HF
Enterprises. The obligation of HF Enterprises to complete
the transactions contemplated herein is subject to the satisfaction
of, or compliance with, on or before the Closing Date, each of the
following conditions (each of which is acknowledged to be for the
exclusive benefit of HF Enterprises and may be waived by it in
whole or in part):

 




(a)

the representations
and warranties of the Shareholder contained herein shall be true
and correct as at the Closing Date;





 




(b)

the Shareholder
shall have performed all of his obligations under this Agreement to
be performed on or prior to the Closing Date and the Shareholder
shall not be in breach of any agreement contained in this
Agreement; and





 



 

4







 





 




(c)

all documents
relating to the due authorization and completion of the
transactions contemplated hereby and all actions and proceedings
taken on or prior to the Closing Date in connection with the
performance by the Shareholder of his obligations under this
Agreement shall be satisfactory to HF Enterprises and its counsel
and HF Enterprises shall have received copies of all such documents
or other evidence as it may reasonably request in form and
substance satisfactory to Enterprises and its counsel.





 

8.2 
Conditions to the Obligations of the
Shareholder. The obligations of the Shareholder to complete
the transactions contemplated hereunder are subject to the
satisfaction of, or compliance with, on or before the Closing Date,
each of the following conditions each of which is acknowledged to
be for the exclusive benefit of the Shareholder):

 




(a)

the representations
and warranties of HF Enterprises contained herein shall be true and
correct as at the Closing Date;





 




(b)

HF Enterprises
shall have performed all of its obligations under this Agreement to
be performed by it on or prior to the Closing Date and HF
Enterprises shall not be in breach of any agreement on its part
contained in this Agreement; and





 




(c)

all documents
relating to the due authorization and completion of the
transactions contemplated hereby and all actions and proceedings
taken on or prior to the Closing Date in connection with the
performance by HF Enterprises of its obligations under this
Agreement shall be satisfactory to the Shareholder and his counsel
and the Shareholder shall have received copies of all such
documents or other evidence as they may reasonably request in form
and substance satisfactory to the Shareholder and his
counsel.





 

9. Indemnification

 

9.1 Each party hereto
agrees to indemnify and hold harmless the other party from and in
respect of any cost, claim, loss, damage, liability or expense
which such other party may suffer or incur, whether at law or in
equity, arising out, resulting from or in connection with the
inaccuracy of any representation or warranty contained herein, for
the time periods provided in Section 5 hereof.

 

9.2 No claim for
indemnification will arise until written notice thereof is given to
the party from whom indemnification is sought or claimed (the
“Indemnitor”). Such notice
shall be sent within a reasonable time following the determination
by the party seeking indemnification (the “Indemnitee”) that a claim
for indemnity may exist. In the event that any legal proceedings
shall be instituted or any claim or demand is asserted by any third
person in respect of which either party may seek any
indemnification from the other party, the Indemnitee shall give or
cause to be given to the Indemnitor written notice thereof and the
Indemnitor shall have the right, at its option and expense, to be
present at the defense of such proceedings, claim or demand, but
not to control the defense, negotiation or settlement thereof,
which control shall at all times remain with the Indemnitee, unless
the Indemnitor irrevocably acknowledges full and complete
responsibility for indemnification of the Indemnitee in respect of
the subject claim, in which case the Indemnitor may assume such
control through counsel of its choice; provided however, that no settlement
shall be entered into without the Indemnitee’s prior written
consent (which shall not be unreasonably withheld). The parties
agree to cooperate fully with each other in connection with the
defense, negotiation or settlement of any such third party legal
proceeding, claim or demand.

 



 

5







 





 

9.3 Notwithstanding
anything in this Agreement to the contrary, the indemnity provided
for in this Section 9 shall apply to any loss, claim, cost, damage,
expense or liability, whether or not the actual amount thereof
shall have been ascertained prior to the final day upon which a
claim for indemnity with respect thereto may be made hereunder in
accordance with Section 5 hereof, so long as written notice thereof
shall have been given to the party from whom indemnification is
sought prior to said date, setting forth specifically and in
reasonable detail, so far as is known, the matter as to which
indemnification is being sought, but nothing herein shall be
construed to require payment of any claim for indemnity until the
actual amount payable shall have been finally
ascertained.

 

10. Tax
Treatment




 




It is
the intention of the parties hereto for the transaction
contemplated by this Agreement to qualify as a tax-free transaction
pursuant to Section 351 of the Internal Revenue Code of 1986, as
amended, thereby resulting in no gain or loss to either the
Shareholder or HF Enterprises.

 

11. Notices

 


Notices
required or permitted to be given under this Agreement shall be in
writing and shall be deemed to be sufficiently given when sent by
certified or registered mail or by hand, addressed to the following
addresses or to such other address furnished by notice in
accordance with this section:

 


If to
the Shareholder:


 


7
Temasek Boulevard #29-01B


Suntec
Tower One


Singapore
038987


 


If to
HF Enterprises:


 


HF
Enterprises Inc.


4800
Montgomery Lane, Suite 210


Bethesda,
MD 20814


 


A copy
of any notice sent to HF Enterprises shall also be sent to Olshan
Frome Wolosky LLP, 1325 Avenue of the Americas, 15th Floor, New York,
New York 10019, Attention: Spencer G. Feldman, Esq.

 



 

6







 





 

12. Interpretation




 



The
headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include”,
“includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words
“without limitation”.



 

13. Severability

 


Whenever possible,
each provision or portion of any provision of this Agreement will
be interpreted in such manner as to be effective and valid under
applicable law but if any provision or portion of any provision of
this Agreement is held to be invalid, illegal or unenforceable in
any respect underany applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any
other provision or portion of any provision in such jurisdiction,
and this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision
or portion of any provision had never been contained
herein.

 

14. Applicable
Law; Disputes

 


This
Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to principles of
conflicts of laws. Any action brought by either party hereto
against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Delaware or
in the federal courts located in the state of Delaware. The parties
to this Agreement hereby irrevocably waive any objection to
jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. The parties hereto agree to submit
to the in person am jurisdiction of such courts and hereby
irrevocably waive trial by jury. The prevailing party shall be
entitled to recover from the other party its reasonable
attorney’s fees and costs.

 

15. Entire
Agreement

 


This
Agreement constitutes the entire agreement, and supersede all prior
agreements and understandings, both written and oral, among the
parties with respect to the subject matter of this
Agreement.

 

16. Assignment

 


Neither
this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written consent of the
other party, which consent may be withheld in either party’s
sole and absolute discretion.

 

17. Binding
Effect; Counterparts

 


This
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns. This Agreement may be executed in one or more identical
counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more such
counterparts shall have been executed by each of the parties and
delivered to the other parties.

 


[Remainder of page
intentionally left blank]

 


 




 

7








 






IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above
written.

 


	

 

 


THE
SHAREHOLDER


 


 



/s/ Chan Heng
Fai                                                         


Name: Chan
Heng Fai


 

 


 

	
 


	


HF ENTERPRISES INC.


 


 


By:
/s/ Chan Heng
Fai                                           
 
           




Name: Chan
Heng Fai


Title: Chief
Executive Officer


 

 


 

	
 







 

 


 




 

8








 






EXHIBIT
A

 


ASSIGNMENT

 


 

 




 

9