Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (this "Agreement"), entered into as of the 17th day of
October, 2005, is made by and between John D. Swain, Fred Holcapek, EH&P
Investments AG, Ph Holding Group, Ma Cheng Ji, Zhou Wei, Zeng Xiu Lan, Gu Xiao
Dong, Jacksonville Management Ltd., Colin Wilson, and Alliance Capital
Management, Inc. (collectively, the "Shareholders"), Sun Oil & Gas, Inc.
("SUNO"), China U.S. Bridge Capital, Ltd. ("China U.S.") and Hanzhong Fang
("Fang") (together, China U.S. and Fang are referred to herein as the "Buyer").
Whereas, The Shareholders desire to sell to the Buyer and the Buyer wishes
to purchase and acquire from the Shareholders all of the Shareholders' shares of
SUNO's shares of capital stock, representing 74.3% of the capital stock of SUNO,
pursuant to the terms and conditions of this Agreement.
Now, Therefore, in consideration of the representations, warranties and
agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1
Definitions. In this Agreement the following terms will have the following
meanings:
(a)
"Agreement" means this Stock Purchase Agreement;
(b)
"Closing"
means the completion, on the date hereof, of the transactions contemplated
hereby in accordance with Article 7 hereof;
(c)
"Place of Closing" means
the offices of Harter, Secrest & Emery LLP, or such other place as the Buyer and
SUNO may mutually agree upon;
(d)
"SUNO Accounts Payable and Liabilities"
means all accounts payable and liabilities of SUNO, on a consolidated basis, due
and owing or otherwise constituting a binding obligation of SUNO and its
subsidiaries (other than an SUNO Material Contract) as of October 17, 2005, as
set forth is Schedule "A" hereto;
(e)
"SUNO Accounts Receivable" means all
accounts receivable and other debts owing to SUNO, on a consolidated basis, as
of October 17, 2005, as set forth in Schedule "B" hereto;
(f)
"SUNO
Assets" means the undertaking and all the property and assets of the SUNO
Business of every kind and description wheresoever situated including, without
limitation, SUNO Equipment, SUNO Inventory, SUNO Material Contracts, SUNO
Accounts Receivable, SUNO Cash, SUNO Intangible Assets and SUNO Goodwill, and
all credit cards, charge cards and banking cards issued to SUNO;
(g)
"SUNO
Bank Accounts" means all of the bank accounts, lock boxes and safety deposit
boxes of SUNO and its subsidiaries or relating to the SUNO Business as set forth
in Schedule "C" hereto;
(h)
"SUNO Business" means all aspects of any
business conducted by SUNO and its
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subsidiaries;
(i)
"SUNO Cash" means all cash on hand or on deposit to the
credit of SUNO and its subsidiaries on the date hereof;
(j)
"SUNO Common
Shares" means the shares of common stock in the capital of SUNO;
(k)
"SUNO
Preferred Shares" means the shares of preferred stock in the capital of SUNO
(l)
"SUNO Debt to Related Parties" means the debts owed by SUNO and its
subsidiaries to any affiliate, director or officer of SUNO as described in
Schedule "D" hereto;
(m)
"SUNO