Phoenix Energy Resource Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

SECURITIES PURCHASE AGREEMENT 

This Securities Purchase
Agreement (this “Agreement”) is dated as of September 23, 2010, by and
among PHOENIX ENERGY RESOURCE CORPORATION, a Nevada corporation (collectively
with its predecessors, the “Company”), HELVETIC CAPITAL VENTURES AG, a
Swiss company (the “Controlling Stockholder”) and VIOLET PHOENIX LIMITED,
a British Virgin Islands limited company (the “Investor”). Each of the
Company, the Controlling Stockholder and the Investor is referred to herein as a
“Party” and collectively, as the “Parties.” 

WHEREAS, subject to the terms and
conditions set forth in a stock purchase agreement (the “Stock Purchase
Agreement”), dated as of the date hereof, by and among the Controlling
Stockholder, certain stockholders of the Company signatory thereto (the
“Stockholders”), and the purchasers signatory thereto (the
“Purchasers”), the Purchasers intend to purchase from the Stockholders
certain unrestricted shares of the Company’s common stock, as more fully
described in the Stock Purchase Agreement;

WHEREAS, subject to the terms and
conditions set forth in this Agreement and pursuant to Section 4(2) of the
Securities Act (as defined below) and Rule 506 promulgated thereunder, the
Company desires to issue and sell to the Investor, and the Investor desires to
purchase from the Company certain securities of the Company, as more fully
described in this Agreement, and 

WHEREAS, to induce the Investor
to purchase the securities hereunder and the Purchasers to purchase the shares
under the Stock Purchase Agreement, the Controlling Stockholder has agreed sell
and transfer an aggregate of 1,333,336 shares of common stock (the
“Shares”) held by it to the Company, pursuant to a certain repurchase
agreement, to be dated as of the date hereof (the “Repurchase
Agreement”); and to make certain representations and warranties with respect
to the Company, as more fully set forth therein. 

NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows: 

ARTICLE 1. 

DEFINITIONS 

1.1. 

Definitions. In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1: 

“Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are
used in and construed under Rule 144. 

“Business Day” means any
day except Saturday, Sunday and any day which is a federal legal holiday or a
day on which banking institutions in the State of New York are authorized or
required by law or other governmental action to close. 

“Closing” means the closing of the purchase and sale of
the Shares pursuant to Article II. 

“Closing Date” means the
Business Day on which all of the conditions set forth in Sections 5.1 and 5.2
hereof are satisfied, or such other date as the parties may agree. 

“Commission” means the Securities and Exchange
Commission. 




“Common Stock” means the
common stock of the Company, par value $0.001 per share, and any securities into
which such common stock may hereafter be reclassified. 

“Common Stock Equivalents”
means any securities of the Company or any Subsidiary which entitle the holder
thereof to acquire Common Stock at any time, including without limitation, any
debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock or other securities that entitle the holder to
receive, directly or indirectly, Common Stock. 

“Company Counsel” means JPF Securities Law, LLC. 

“Company Deliverables” has the meaning set forth in
Section 2.2(a) . 

“Disclosure Materials” has the meaning set forth in
Section 3.1(a) . 

“Exchange Act” means the Securities Exchange Act of
1934, as amended. 

“Investment Amount” means,
with respect to the Investor, the Investment Amount indicated on Schedule
1 to this Agreement. 

“Investor Deliverables” has the meaning set forth in
Section 2.2(b) . 

“Indemnitee” has the meaning set forth in Section 4.4.


“Lien” means any lien,
charge, encumbrance, security interest, right of first refusal or other
restrictions of any kind. 

“Losses” has the meaning set forth in Section 4.4. 

“Material Adverse Effect”
means any of (i) a material and adverse effect on the legality, validity or
enforceability of this Agreement or any other Transaction Document, (ii) a
material and adverse effect on the results of operations, assets, prospects,
business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company’s
ability to perform on a timely basis its obligations under this Agreement or any
other Transaction Document. 

“Outside Date” means the
thirtieth (30th) calendar day following the date of this Agreement;
provided, that if such day should fall on a day that is not a Business
Day, the Outside Date shall be deemed the next day that is a Business Day. 

“Per Share Purchase Price” equals $0.075. 

“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.


“Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened. 

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“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


“SEC Reports” has the meaning set forth in Section
3.1(h) . 

“Securities Act” means the Securities Act of 1933, as
amended. 

“Shares” means the shares
of Common Stock issued or issuable to the Investor pursuant to this Agreement,
as set forth on Schedule 1 hereto. 

“Short Sales” include,
without limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act and all types of direct and indirect stock
pledges, forward sale contracts, options, puts, calls, swaps and similar
arrangements (including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated brokers. 

“Subsidiary” means, as to
the Company, any “subsidiary” as defined in Rule 1-02(x) of the Regulation S-X
promulgated by the Commission under the Exchange Act. 

“Transaction Documents”
means this Agreement, the Repurchase Agreement, the Share Purchase Agreement,
dated of even date herewith, among certain stockholders of the Company and the
purchasers signatory thereto, the Note Cancellation and Release Agreement, dated
of even date herewith, among the Company and certain note holders signatory
thereto, and any other documents or agreements executed in connection with the
transactions contemplated hereunder. 

ARTICLE 2. 
PURCHASE AND SALE 

2.1. 

 Closing. Subject to
the terms and conditions set forth in this Agreement, at the Closing the Company
shall issue and sell to the Investor, and the Investor shall, severally and not
jointly, purchase from the Company, the Shares representing the Investor’s
Investment Amount, calculated as the quotient of the Investor’s Investment
Amount divided by the Per Share Purchase Price. The Closing shall take place at
the offices of Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, NW,
Washington, DC 20037 on the Closing Date or at such other location or time as
the parties may agree. 

2.2. 

 Closing Deliveries.
(a) At the Closing, the Company shall deliver or cause to be delivered to the
Investor the following (the “Company Deliverables”): 

(i) 

a stock
certificate evidencing a number of Shares equal to the Investor’s Investment
Amount divided by the Per Share Purchase Price, registered in the name of the
Investor; 

(ii) 

an officer’s
certificate to the effect that (A) each of the conditions specified in this
Section 2.2(a) and in Section 5.1 hereof is satisfied in all respects, and (B)
as of the Closing, the Company has no Liabilities;

(iii) 

a certificate by
the Secretary of Company attaching and certifying as to the accuracy of (A) its
current Certificate of Incorporation and Bylaws, both as amended to the Closing
Date, (B) resolutions adopted by the Board of Directors of the Company
authorizing this Agreement and the transactions contemplated hereby, and (C) a
Good Standing Certificate from the Secretary of State for the State of Nevada;
and the Company shall have delivered to the Investor the Company’s original
minute book and corporate seal and all other original corporate documents and
agreements; 

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(iv) 

the resignation
and release of the sole officer and director of the Company, such resignation to
be automatically effective on the tenth day following the mailing of an
information statement on Schedule 14f-1 to the Company’s stockholders announcing
a change of control in connection with the Company’s planned reverse acquisition
of an offshore operating company, and the designees, if any, specified by the
Investor will have been appointed as officers and directors of the Company; 

(v) 

the Transaction
Documents;

(vi) 

the legal opinion
of Company Counsel addressed to the Investor, relating to the matters set forth
in this Agreement and such opinion will be in form and substance reasonably
satisfactory to the Investor, 

(vii) 

correct and
complete copies of all federal and state income returns, from fiscal year 2005
through fiscal year 2010; and 

(viii) 

pay-off letters
and releases relating to all of the Company’s outstanding indebtedness and
liabilities as it will have reasonably requested and such pay-off letters and
releases will be in form and substance reasonably satisfactory to the Investor.
and 

(b) 

At the Closing,
the Investor shall cause to be delivered its Investment Amount, in United States
dollars and in immediately available funds, by wire transfer to an account
designated in writing by the Company for such purpose. 

ARTICLE 3. 
REPRESENTATIONS AND WARRANTIES 

3.1. 

 Representations and
Warranties of the Company and the Controlling Stockholder. Each of the
Company and the Controlling Stockholder jointly and severally represents and
warrants to the Investor that the statements contained in this Section 3.1 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section
3.1): 

(a) 

 SEC Reports. The
Company has filed all reports, registration statements, definitive proxy
statements and other documents and all amendments thereto and supplements
thereof required to be filed by it with the U.S. Securities and Exchange
Commission since October 30, 2006, the effective date of the Company’s
registration statement on Form SB-2 (the “SEC Reports” and, together with the
due diligence materials provided to the Investor in connection with its purchase
of the Shares, the “Disclosure Materials”), all of which have complied in all
material respects with the applicable requirements of the Securities Act, the
Exchange Act and the rules and regulations promulgated thereunder. As of the
respective dates of filing in final or definitive form (or, if amended or
superseded by a subsequent filing, then on the date of such subsequent filing),
none of the Company’s SEC Reports contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
in which they were made, not misleading. 

(b) 

 Organization of
Company. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Nevada. The Company is duly
authorized to conduct business and is in good standing under the laws in every
jurisdiction in which the ownership or use of property or the nature of the
business conducted by it makes such qualification necessary except where the
failure to be so qualified or in good standing would not have a Material Adverse
Effect. “Material Adverse Effect” means any material adverse effect on
the business, operations, assets, financial condition or prospects of the
Company or its Subsidiaries, if any, taken as a whole or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in
connection herewith. The Company has full corporate power and authority and all
licenses, permits, and authorizations necessary to carry on its business. The
Company has no subsidiaries and does not control any entity, directly or
indirectly, or have any direct or indirect equity participation in any other
entity. The Sellers have delivered to the Investor true, correct and complete
copies of the Articles of Incorporation and Bylaws of the Company, as amended
through the date hereof. 

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(c) 

 Capitalization; No Restrictive Agreements.

(i) 

The Company’s
authorized capital stock, as of the date of this Agreement, consists of
100,000,000 shares of Common Stock, $0.001 par value per share, of which
2,090,044 shares are issued and outstanding, and 5,000,000 shares of Preferred
Stock, $0.001 par value per share, of which no shares are issued and
outstanding. 

(ii) 

The Company has not reserved
any shares of its Common Stock for issuance upon the exercise of options,
warrants or any other securities that are exercisable or exchangeable for, or
convertible into, Common Stock. All of the issued and outstanding shares of
Common Stock are validly issued, fully paid and non-assessable and have been
issued in compliance with applicable laws, including, without limitation,
applicable federal and state securities laws. There are no outstanding options,
warrants or other rights of any kind to acquire any additional shares of capital
stock of the Company or securities exercisable or exchangeable for, or
convertible into, capital stock of the Company, nor is the Company committed to
issue any such option, warrant, right or security. There are no agreements
relating to the voting, purchase or sale of capital stock (i) between or among
the Company and any of its stockholders, (ii) between or among the Sellers and
any third party, or (iii) between or among any of the Company’s stockholders.
The Company is not a party to any agreement granting any stockholder of the
Company the right to cause the Company to register shares of the capital stock
of the Company held by such stockholder under the Securities Act. 

(d) 

 Financial Statements.
The Company has provided the Investor with audited balance sheets and statements
of operations, changes in stockholders' deficit and cash flows for the years
ended June 30, 2009 and 2008 (collectively, the “Financial Statements”). The
Financial Statements have been prepared in accordance with United States
generally accepted accounting principles applied on a consistent basis, fairly
present the financial condition, results of operations and cash flows of the
Company as of the respective dates thereof and for the periods referred to
therein and are consistent with the books and records of the Company. The
Company does not have any liability (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for taxes, except for liabilities expressly specified in the
Financial Statements (none of which results from, arises out of, relates to, is
in the nature of, or was caused by any breach of contract, breach of warranty,
tort, infringement, or violation of law). 

(e)


 Absence of Certain
Changes. Since June 30, 2009, there has not been any event or condition of
any character which has materially adversely affected, or may be expected to
materially adversely affect, the Company’s business or prospects, including, but
not limited to any material adverse change in the condition, assets, Liabilities
(existing or contingent) or business of the Company from that shown in the
Financial Statements, and the Company has not declared or paid any dividends or
sold any assets. The Company has not taken any steps to seek protection pursuant
to any bankruptcy law nor does the Company have any knowledge or reason to
believe that its creditors intend to initiate involuntary bankruptcy proceedings
or any actual knowledge of any fact that would reasonably lead a creditor to do so. The Company is not as of the date hereof, and after giving
effect to the transactions contemplated hereby to occur at the Closing, will not
be Insolvent (as defined below). For purposes of this Section 3.1(e),
“Insolvent” means, with respect to the Company, (i) the present fair saleable
value of Company’s assets is less than the amount required to pay the Company’s
total Liabilities (existing or contingent), (ii) Company is unable to pay its
debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured, (iii) the Company intends to incur or
believes that it will incur debts that would be beyond its ability to pay as
such debts mature or (iv) the Company has unreasonably small capital with which
to conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted.


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(f) 

 Legal Proceedings. As
of the date of this Agreement, there is no legal, administrative, investigatory,
regulatory or similar action, suit, claim or proceeding which is pending or
threatened against the Company which, if determined adversely to the Company,
could have, individually or in the aggregate, a Material Adverse Effect. 

(g) 

 Legal Compliance. The
Company has complied in all material respects with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of all applicable governmental
authorities, and no action, suit, proceeding, hearing, investigation, charge,
complaint, claim, demand, or notice has been filed or commenced against the
Company alleging any failure so to comply. Neither the Company, nor any officer,
director, employee, consultant or agent of the Company has made, directly or
indirectly, any payment or promise to pay, or gift or promise to give or
authorized such a promise or gift, of any money or anything of value, directly
or indirectly, to any governmental official, customer or supplier for the
purpose of influencing any official act or decision of such official, customer
or supplier or inducing him, her or it to use his, her or its influence to
affect any act or decision of an applicable governmental authority or customer,
under circumstances which could subject the Company or any officers, directors,
employees or consultants of the Company to administrative or criminal penalties
or sanctions.

(h) 

 Filings, Consents and
Approvals. Neither the Company nor the Controlling Stockholder are required
to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other person or entity in connection with the
execution, delivery and performance by the Company of this Agreement, as
applicable, including the issuance, sale and/or reservation of the Shares other
than: (i) disclosure filings required by the Commission and (ii) those that have
been made or obtained prior to the date of this Agreement. 

(i)


 No Conflicts. The
execution, delivery and performance of each of the Transaction Documents by the
Company or the Controlling Stockholder, as applicable, to which it is party and
the consummation by the Company or the Controlling Stockholder, as applicable,
of the transactions contemplated thereby, including the issuance, sale of the
Shares to the Investor, do not and will not (i) conflict with or violate any
provision of the Company’s certificate of incorporation, bylaws or other
organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument or other understanding
to which the Company is a party or by which any property or asset of the Company
is bound or affected, or (iii) result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected; except in the case of clauses (ii)
and (iii), such as could not, individually or in the aggregate, have or
reasonably be expected to result in a material adverse effect on the Company.


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(j) 

 Tax Matters.

(i) 

The Company has
filed all state and federal tax returns that it was required to file. All such
tax returns were correct and complete in all material respects. All taxes owed
by the Company have been paid. The Company is not currently the beneficiary of
any extension of time within which to file any tax return. No claim has ever
been made by an authority in a jurisdiction where the Company does not file tax
returns that it is or may be subject to taxation by that jurisdiction. There are
no security interests or Liens on any of the assets of the Company that arose in
connection with any failure (or alleged failure) to pay any tax. 

(ii) 

The Company has
withheld and paid all taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor,
creditor, stockholder, or other third party. The Company has delivered to the
Investor correct and complete copies of all federal and state income and other
material tax returns, examination reports, and statements of deficiencies
assessed against or agreed to by the Company since inception. 

(iii) 

The Sellers do
not expect any authority to assess any additional taxes for any period for which
tax returns have been filed. There is no dispute or claim concerning any
Liability with respect to any taxes (a “Tax Liability”) of the Company either
(A) claimed or raised by any authority in writing or (B) as to which the Company
and the Sellers have knowledge based upon personal contact with any agent of
such authority. No tax returns of the Company have ever been audited or are
currently the subject of an audit.

(k) 

 Liabilities of the
Company. As of the date hereof, the Company has total liabilities of
$322,045, which liabilities shall be paid off at or prior to the Closing (as
evidenced by executed pay-off letters delivered to the Investor at the Closing)
and will in no event become the liability of the Purchasers or remain the
liabilities of the Company following the Closing. 

(l) 

 Shell Company. The
Company is a Shell Company as defined in Rule 12(b)(2) promulgated under the
Exchange Act. The Company maintains limited operations and does not employ any
employees and does not maintain any employee benefit or stock option or similar
equity incentive plans. 

(m) 

 Disclosure. No
representation or warranty by the Company contained in this Agreement, and no
statement contained in the any document, certificate or other instrument
delivered or to be delivered by or on behalf of the Company pursuant to this
Agreement, contains or will contain any untrue statement of a material fact or
omit or will omit to state any material fact necessary, in light of the
circumstances under which it was or will be made, in order to make the
statements herein or therein not misleading. 

3.2. 

 Representations and
Warranties of the Investor. The Investor hereby represents and warrants to
the Company as follows: 

(a) 

 Organization;
Authority. The Investor is an entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization with the
requisite corporate or partnership power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder. The execution, delivery and performance by
the Investor of the transactions contemplated by this Agreement has been duly
authorized by all necessary corporate or, if the Investor is not a corporation,
such partnership, limited liability company or other applicable like action, on
the part of the Investor. This Agreement has been duly executed by the Investor,
and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of the
Investor, enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. 

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(b) 

 Investment Intent. The
Investor is acquiring the Shares as principal for its own account for investment
purposes only and not with a view to or for distributing or reselling such
Shares or any part thereof, without prejudice, however, to the Investor’s right
at all times to sell or otherwise dispose of all or any part of such Shares in
compliance with applicable federal and state securities laws. Subject to the
immediately preceding sentence, nothing contained herein shall be deemed a
representation or warranty by the Investor to hold the Shares for any period of
time. The Investor is acquiring the Shares hereunder in the ordinary course of
its business. The Investor does not have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the Shares. 

(c) 

 Investor Status. At
the time the Investor was offered the Shares, it was, and at the date hereof it
is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.
The Investor is not a registered broker-dealer under Section 15 of the Exchange
Act. 

(d) 

 General Solicitation.
The Investor is not purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any
newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or general
advertisement. 

(e) 

 Access to Information.
The Investor acknowledges that it has reviewed the Disclosure Materials and has
been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Shares and the merits
and risks of investing in the Shares; (ii) access to information about the
Company and the Subsidiaries and their respective financial condition, results
of operations, business, properties, management and prospects sufficient to
enable it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Neither such inquiries nor any other
investigation conducted by or on behalf of the Investor or its representatives
or counsel shall modify, amend or affect the Investor’s right to rely on the
truth, accuracy and completeness of the Disclosure Materials and the Company’s
representations and warranties contained in this Agreement. 

(f) 

 Certain Trading
Activities. The Investor has not directly or indirectly, nor has any Person
acting on behalf of or pursuant to any understanding with the Investor, engaged
in any transactions in the securities of the Company (including, without
limitations, any Short Sales involving the Company’s securities) since the
earlier to occur of (1) the time that the Investor was first contacted by the
Company regarding an investment in the Company and (2) the 30th day
prior to the date of this Agreement. The Investor covenants that neither it nor
any Person acting on its behalf or pursuant to any understanding with it will
engage in any transactions in the securities of the Company (including Short
Sales) prior to the time that the transactions contemplated by this Agreement
are publicly disclosed. 

The Company acknowledges and agrees that no Investor has made
or makes any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.


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ARTICLE 4. 
OTHER AGREEMENTS OF THE PARTIES 

4.1. 

 Transfer of Shares;
Legend. (a) Shares may only be disposed of in compliance with state and
federal securities laws. In connection with any transfer of the Shares other
than pursuant to an effective registration statement, to the Company, to an
Affiliate of the Investor or in connection with a pledge as contemplated in
Section 4.1(b), the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred Shares
under the Securities Act.

(b) 

Certificates
evidencing Shares will contain a legend that is substantially similar to the
following legend, until such time as they are not required: 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. 

The Company acknowledges and agrees that the Investor may from
time to time pledge, and/or grant a security interest in some or all of the
Shares pursuant to a bona fide margin agreement in connection with a bona fide
margin account and, if required under the terms of such agreement or account,
the Investor may transfer pledged or secured Shares to the pledgees or secured
parties. Such a pledge or transfer would not be subject to approval or consent
of the Company and no legal opinion of legal counsel to the pledgee, secured
party or pledgor shall be required in connection with the pledge, but such legal
opinion may be required in connection with a subsequent transfer following
default by the Investor transferee of the pledge. No notice shall be required of
such pledge. At the appropriate Investor’s expense, the Company will execute and
deliver such reasonable documentation as a pledgee or secured party of Shares
may reasonably request in connection with a pledge or transfer thereof including
the preparation and filing of any required prospectus supplement under Rule
424(b)(3) of the Securities Act or other applicable provision of the Securities
Act to appropriately amend the list of selling stockholders thereunder. Any
Shares subject to a pledge or security interest as contemplated by this Section
4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be
subject to the restrictions on transfer set forth in Section 4.1(a) . 

4.2. 

 Furnishing of
Information. As long as the Investor owns any Shares, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the Exchange Act. As long as the Investor owns Shares, if the Company is not
required to file reports pursuant to such laws, it will prepare and furnish to
the Investor and make publicly available in accordance with Rule 144(c) such
information as is required for the Investor to sell the Shares under Rule 144.
The Company further covenants that it will take such further action as any
holder of Shares may reasonably request, all to the extent required from time to
time to enable such Person to sell the Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144. 

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4.3. 

 Securities Laws
Disclosure; Publicity. On the Business Day following the execution of this
Agreement the Company will file a Current Report on Form 8-K disclosing the
material terms of this Agreement and on the Business Day following the Closing
Date the Company will file an additional Current Report on Form 8-K to disclose
the Closing. In addition, the Company will make such other filings and notices
in the manner and time required by the Commission. 

4.4. 

 Indemnification. The
Controlling Stockholder (the “Indemnitor”) agrees to defend, protect,
indemnify and hold the Company and the Investor and each of their directors,
officers, shareholders, partners, employees and agents (each, an
“Indemnitee”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation (collectively, “Losses”) that any the Indemnitee
may suffer or incur as a result of or relating to (a) any misrepresentation,
breach or inaccuracy of any representation, warranty, covenant or agreement made
by the Company and the Indemnitor in this Agreement or (b) any cause of action,
suit or claim brought or made against such Indemnitee by a third party and
arising out of or resulting from the execution, delivery, performance or
enforcement of this Agreement or any other certificate, instrument or document
contemplated hereby or thereby. In addition to the indemnity contained herein,
the Indemnitor will reimburse the Indemnitee for its reasonable legal and other
expenses (including the cost of any investigation, preparation and travel in
connection therewith) incurred in connection therewith, as such expenses are
incurred. The mechanics and procedures with respect to the rights and
obligations under this Section 4.4 shall be as follows: 

(a) 

Promptly after receipt by an Indemnitee of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Loss, such Indemnitee shall,
if a claim in respect thereof is to be made against the Indemnitor under this
Agreement, deliver to the Indemnitor a written notice of the commencement
thereof, and the Indemnitor shall have the right to participate in the defense
thereof with its own counsel; provided, however, that an Indemnitee shall have
the right to retain its own counsel with the fees and expenses of not more than
one counsel for such Indemnitee to be paid by the Indemnitor, if the named
parties to such proceeding include both the Indemnitor and the Indemnitee and,
in the reasonable opinion of the Indemnitee, the representation by such counsel
of the Indemnitee and the Indemnitor would be inappropriate due to actual or
potential differing interests between such Indemnitee and any other party
represented by i counsel in such proceeding. The Indemnitee shall cooperate
fully with the Indemnitor in connection with any negotiation or defense of any
such action or claim by the Indemnitor and shall furnish to the Indemnitor all
information reasonably available to the Indemnitee which relates to such action
or claim. The Indemnitor shall keep the Indemnitee fully apprised at all times
as to the status of the defense or any settlement negotiations with respect
thereto. The Indemnitor shall not be liable for any settlement of any action,
claim or proceeding effected without its prior written consent; provided,
however, that the Indemnitor shall not unreasonably withhold, delay or condition
its consent. The Indemnitor shall not, without the prior written consent of the
Indemnitee, consent to entry of any judgment or enter into any settlement or
other compromise which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnitee of a release from all
liability in respect to such claim or litigation and such settlement shall not
include any admission as to fault on the part of the Indemnitee. Following
indemnification as provided for hereunder, the Indemnitor shall be subrogated to
all rights of the Indemnitee with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the Indemnitor within a reasonable time of
the commencement of any such action shall not relieve the Indemnitor of any
liability to the Indemnitee, except to the extent that the Indemnitor is
prejudiced in its ability to defend such action. 

10




(b) 

The indemnification required
by this Agreement shall be made by periodic payments of the amount thereof
during the course of the defense against any of the Losses, reasonably promptly
upon the receipt by such Indemnitee of written bills (with such appropriate
supporting information as is reasonably requested by the Indemnitor that a Loss
has been incurred and the amount thereof (together with such appropriate
supporting information as is reasonably requested by the Indemnitor); provided
that the Indemnitee, as applicable, shall reimburse all such payments to the
extent it is finally judicially determined that such Indemnitee is not entitled
to indemnification hereunder. 

(c)  

To the extent that the
undertaking by the Indemnitor hereunder may be unenforceable for any reason, the
Indemnitor shall make the maximum contribution to the payment and satisfaction
of each of the Losses which is permissible under applicable law.

4.5. 

 Non-Public
Information. The Company covenants and agrees that neither it nor any other
Person acting on its behalf will provide the Investor or its agents or counsel
with any information that the Company believes constitutes material non-public
information, unless prior thereto the Investor shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands and confirms that the Investor shall be relying on the foregoing
representations in effecting transactions in securities of the Company. 

4.6. 

 Filing of Form 10-K..
The Controlling Stockholder acknowledges that the Company’s Annual Report on
Form 10-K for the fiscal year ended June 30, 2010 (the “Form 10-K”) is due to be
filed with the SEC on or before September 30, 2010, which date is after the
Closing, but that the Investor will not be in a position to report on or to
certify as to the condition of the Company as at June 30, 2010. Accordingly, the
Controlling Stockholder hereby agree to cause the preparation and audit of the
Form 10-K and related financial statements at its own expense, and to cause the
filing of such Form 10-K as soon as possible after the Closing Date, but by no
later than the mandated filing date.

4.7. 

 Further Action.. The
Parties agree that if at any time after the Closing any further action is
necessary or desirable to carry out the purposes of this Agreement, each of the
Parties will take such further action (including the execution and delivery of
such further instruments and documents) as any other Party may reasonably
request, all at the sole cost and expense of the requesting Party.

ARTICLE 5. 
CONDITIONS PRECEDENT TO CLOSING 

5.1. 

 Conditions Precedent to
the Obligations of the Investor to Purchase Shares. The obligation of the
Investor to acquire Shares at the Closing is subject to the satisfaction or
waiver by the Investor, at or before the Closing, of each of the following
conditions: 

(a) 

 Company Deliverables.
The Company shall have delivered the Company Deliverables in accordance with
Section 2.2(a);

11




(b) 

 Representations and
Warranties. The representations and warranties of the Company contained
herein shall be true and correct in all material respects as of the date when
made and as of the Closing as though made on and as of such date;

(c) 

 Performance. The
Company shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by it at or prior to the Closing; 

(d) 

 No Injunction. No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by this Agreement; 

(e) 

 Adverse Changes. Since
the date of execution of this Agreement, no event or series of events shall have
occurred that reasonably could have or result in a Material Adverse Effect; 

(f)


 No Suspensions of Trading
in Common Stock. Trading in the Common Stock shall not have been suspended
by the Commission (except for any suspensions of trading of not more than one
Business Day solely to permit dissemination of material information regarding
the Company) at any time since the date of execution of this Agreement, and the
Common Stock shall have been at all times since such date listed for trading on
a trading market or quoted on an over-the-counter electronic quotation system;


(g) 

 Due Diligence Review.
The Investor shall have completed its business, accounting and legal due
diligence review of the Company, and the results thereof shall be satisfactory
to the Investor; and 

(h) 

 Termination. This
Agreement shall not have been terminated as to the Investor in accordance with
Section 6.5. 

5.2. 

 Conditions Precedent to
the Obligations of the Company to Sell Shares. The obligation of the Company
to sell Shares at the Closing is subject to the satisfaction or waiver by the
Company, at or before the Closing, of each of the following conditions: 

(a) 

 Representations and
Warranties. The representations and warranties of the Investor contained
herein shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though made on and as of such date; 

(b) 

 Performance. The
Investor shall have performed, satisfied and complied in all material respects
with all covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Investor at or prior to the
Closing; 

(c) 

 No Injunction. No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction that prohibits the consummation of any of
the transactions contemplated by this Agreement; 

(d) 

 Termination. This
Agreement shall not have been terminated as to the Investor in accordance with
Section 6.5. 

12




ARTICLE 6. 
MISCELLANEOUS 

6.1. 

 Fees and Expenses.
Each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all stamp and other taxes and duties
levied in connection with the issuance of the Shares. 

6.2. 

 Entire Agreement.
This Agreement and any other documents or agreements executed in connection with
the transactions contemplated hereunder, constitutes the entire agreement of the
parties, superseding and terminating any and all prior or contemporaneous oral
and written agreements, understandings or letters of intent between or among the
parties with respect to the subject matter of this Agreement.

6.3. 

 Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via facsimile (provided the sender receives a machine-generated
confirmation of successful transmission) at the facsimile number specified in
this Section prior to 5:30 p.m. (New York City time) on a Business Day, (b) the
next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Business Day or later than 5:30 p.m. (New
York City time) on any Business Day, (c) the Business Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as follows: 

If to the Company or the Controlling Stockholder, to: 

JPF Securities Law, LLC 
19720 Jetton Road, 3rd floor

Cornelius, NC 28031 
Attention: Jared P. Febbroriello, Esq. 
Facsimile
No.: 980) 422-0334 
Telephone No.: (704) 897-8334 

If to the Investor, to: 

Violet Phoenix Limited 
c/o Room 4002, RongChao Landmark

4028 Jintian Rd, Futian District 
Shenzhen, People’s Republic of China

Telephone No.: +86 755 8323 2722 

With a copy to:

Pillsbury Winthrop Shaw Pittman LLP 
2300 N Street,
N.W.
Washington, DC 20037 
Attention: Joseph R. Tiano, Jr., Esq.

Facsimile No.: 202.663.8007 
Telephone No.: 202.663.8233 

or such other address as may be designated in writing
hereafter, in the same manner, by such Person. 

13




6.4. 

 Amendments; Waivers; No
Additional Consideration. No provision of this Agreement may be waived or
amended except in a written instrument signed by the Company and the Investor
holding a majority of the Shares. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. 

6.5. 

 Termination. This Agreement may be terminated prior
to Closing: 

(a)


by written
agreement of the Investor and the Company; and


(b) 

by the Company or the
Investor upon written notice to the other, if the Closing shall not have taken
place by 6:30 p.m. Eastern time on the Outside Date; provided, that the
right to terminate this Agreement under this Section 6.5(b) shall not be
available to any Person whose failure to comply with its obligations under this
Agreement has been the cause of or resulted in the failure of the Closing to
occur on or before such time. 

In the event of a termination pursuant to this Section, the
Company shall promptly notify all nonterminating Investor. Upon a termination in
accordance with this Section 6.5, the Company and the terminating Investor(s)
shall not have any further obligation or liability (including as arising from
such termination) to the other and no Investor will have any liability to any
other Investor under this Agreement as a result therefrom. 

6.6. 

 Construction. The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party. This Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement. 

6.7. 

 Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Investor. The Investor may assign any or all of its
rights under this Agreement to any Person to whom the Investor assigns or
transfers any Shares, provided such transferee agrees in writing to be bound,
with respect to the transferred Shares, by the provisions hereof that apply to
the “Investor.” 

6.8. 

 No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 4.4 (as to the Indemnitees). 

6.9. 

 Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Nevada, without regard to the principles
of conflicts of law thereof. Each party agrees that all Proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively
in the Nevada Courts. Each of the Parties submits to the jurisdiction of any
state or federal court sitting in Clark County, Nevada, in any Proceeding
arising out of or relating to this Agreement and agrees that all claims in
respect of the action or proceeding may be heard and determined in any such
court. Each of the Parties waives any defense of inconvenient forum to the
maintenance of any Proceeding so brought and waives any bond, surety, or other
security that might be required of any other Party with respect thereto. Any
Party may make service on any other Party by sending or delivering a copy of the
process to the Party to be served at the address and in the manner provided for
the giving of notices in Section 6.3 above. Nothing in this Section 6.9,
however, shall affect the right of any Party to bring any Proceeding arising out
of or relating to this Agreement in any other court or to serve legal process in
any other manner permitted by law or at equity. Each Party agrees that a final
judgment in any Proceeding so brought shall be conclusive and may be enforced by
suit on the judgment or in any other manner provided by law or at equity. If
either party shall commence a Proceeding to enforce any provisions of this
Agreement, then the prevailing party in such Proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such Proceeding. 

14




6.10. 

 Survival. The
representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Shares for a period of 24 months,
provided, however, that the representations contained in Sections 3.1(c) and (g)
shall survive for a period equal to the applicable statute of limitations. 

6.11.


 Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


6.12. 

 Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement. 

6.13.


 Rescission and
Withdrawal Right. Notwithstanding anything to the contrary contained in (and
without limiting any similar provisions of) this Agreement, whenever the
Investor exercises a right, election, demand or option hereunder and the Company
does not timely perform its related obligations within the periods therein
provided, then the Investor may rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or
election in whole or in part without prejudice to its future actions and rights.


6.14. 

 Replacement of
Shares. If any certificate or instrument evidencing any Shares is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation thereof, or in lieu of and
substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and customary and reasonable indemnity, if requested. The applicants
for a new certificate or instrument under such circumstances shall also pay any
reasonable third-party costs associated with the issuance of such replacement
Shares. If a replacement certificate or instrument evidencing any Shares is
requested due to a mutilation thereof, the Company may require delivery of such
mutilated certificate or instrument as a condition precedent to any issuance of
a replacement. 

15




6.15. 

 Remedies. In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, the Investor and the Company will be
entitled to specific performance under this Agreement. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by
reason of any breach of obligations described in the foregoing sentence and
hereby agrees to waive in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate. 

6.16. 

 Payment Set Aside.
To the extent that the Company makes a payment or payments to the Investor under
this Agreement or the Investor enforces or exercises its rights hereunder, and
such payment or payments or the proceeds of such enforcement or exercise or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, recovered from, disgorged by or are required to be
refunded, repaid or otherwise restored to the Company, a trustee, receiver or
any other person under any law (including, without limitation, any bankruptcy
law, state or federal law, common law or equitable cause of action), then to the
extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not
occurred. 

6.17. 

 Independent Nature of
Investor’s Obligations and Rights. The obligations of the Investor hereunder
are the sole obligations of the Investor. The decision of the Investor to
purchase Shares pursuant to this Agreement has been made by the Investor
independently of any other Investor. The Investor acknowledges that no other
Investor has acted as agent for the Investor in connection with making its
investment hereunder and that no Investor will be acting as agent of the
Investor in connection with monitoring its investment in the Shares or enforcing
its rights under this Agreement. The Investor shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Investor to
be joined as an additional party in any proceeding for such purpose. 

6.18. 

 Limitation of
Liability. Notwithstanding anything herein to the contrary, the Company
acknowledges and agrees that the liability of the Investor arising directly or
indirectly hereunder, of any and every nature whatsoever shall be satisfied
solely out of the assets of the Investor, and that no trustee, officer, other
investment vehicle or any other Affiliate of the Investor or the Investor,
shareholder or holder of shares of beneficial interest of such a Investor shall
be personally liable for any liabilities of the Investor. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
FOLLOW] 

16




IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated above.



	PHOENIX ENERGY RESOURCE CORPORATION 
	  
	  
	  
	By: /s/ Rene
      Soullier 
	       Name: Rene
      Soullier 
	       Title: Chief
      Executive Officer 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
FOR CONTROLLING STOCKHOLDER AND INVESTOR FOLLOWS] 

Signature Page to PNXE Stock Purchase Agreement (Original
Issuance) 




IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated above.



	HELVETIC CAPITAL VENTURES AG 
	  
	  
	  
	By: /s/ Ilona
      Klausgaard 
	        Name: Ilona
      Klausgaard 
	        Title:
      Verwaltungsrat 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
SIGNATURE PAGES
FOR INVESTOR FOLLOWS] 

Signature Page to PNXE Stock Purchase Agreement (Original
Issuance) 




IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by
their respective authorized signatories as of the date first indicated above.



	VIOLET PHOENIX LIMITED 
	  
	  
	  
	By: /s/ Liang Xiao
      Lei 
	       Name: Liang Xiao
      Lei 
	       Title: Chairman
    



Signature Page to PNXE Stock Purchase Agreement (Original
Issuance) 




SCHEDULE 1 

	Investor Name 	 	Shares 	 	 	Percentage of 	 	 	Aggregate 	 
	  	 	  	 	 	Outstanding 	 	 	Purchase Price 	 
	  	 	  	 	 	Shares 	 	 	  	 
	VIOLET PHOENIX LIMITED 
	
	1,333,336 
	
	
	63.79% 
	
	$
	100,103.00 
	

	  	 	1,333,336 	 	 	63.79% 	 	$	 100,103.00