STOCK PURCHASE AGREEMENT as of June 18, 2009
Exhibit 10.1
as
of June 18, 2009
This
STOCK PURCHASE AGREEMENT
(the “Agreement”) is made as of the date above first written by WorldVest Equity, Inc. located
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (shall be referred
to as “WVE” or “Seller”) on the one hand, and Catalyst Ventures Incorporated
(shall be referred to as “Catalyst” or the “Purchaser”) on the other
hand.
W
I T N E S S E T H
WHEREAS, WVE desires to sell
to Purchaser 1000
membership units (the “Membership Units”), representing 100% of the equity
ownership WorldVest, LLC (“WVUSA”) a Nevada Limited Liability Company and 100,000
shares of common stock representing 100% equity ownership in FutureVest
Manaagement (Shenyang) Co. Ltd. (“FutureVest”) (collectively the Membership
Units in WVUSA and the common shares in FutureVest shall be referred to as the
“Common Stock”).
WHEREAS, Catalyst desires to
purchase from WVE the Membership Units in the WVUSA and the shares of FutureVest
subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in
consideration of the mutual promises made hereunder each to the other and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
I. THE
SHARES. Seller agrees to sell Purchaser 1,000 Membership Units
of WVUSA and 100,000 shares of FutureVest for a total purchase price of Six Million United States Dollars
(USD $6,000,000) (the “Purchase Price”) to be paid
upon execution of this Agreement in the following manner: Catalyst
Ventures shall issue a 9% Convertible Debenture with conversion rights into
shares of Catalyst Ventures common stock which are convertible at $1.50 per
share. In addition, to the Convertible Debenture, the
Seller will also receive a warrant to purchase 4,000,000 shares of common stock
exercisable at $3.00 per share. (See the form of Debenture and
Warrants attached a Exhibit A to this Share Purchase Agreement.
III. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER. Seller hereby represents,
warrants and covenants that:
1
(i) it
has full power, authority and capacity to sell the Common Stock to
Purchaser in accordance with the terms and provisions of this Agreement and to
execute and deliver this Agreement, and this Agreement is the valid and binding
obligation of WVE enforceable according to its terms.
(ii) the
Common Stock being sold by Seller are validly issued, fully paid and
non-assessable. Upon such transfer/sale, Purchaser shall acquire good and
marketable title to such shares of the Common Stock, free and clear of any
claim, lien, option, charge, restrictive legend or encumbrance of any nature
whatsoever.
(iii) that
WVUSA and FutureVest have ongoing business at the time of the transaction and
that Catalyst agrees to assume all operations and continue ongoing
operations.
(iv) that
both WVUSA and FutureVest prior to this transaction are wholly owned
subsidiaries of WVE which is also the majority shareholder of
Catalyst.
V. ASSIGNABILITY. Purchaser
may not assign its rights or obligations hereunder without the express written
consent of the Seller.
VI. NO
WAIVER. No
failure or delay on the part of any party hereto in exercising any right, power
or remedy hereunder shall be construed as a waiver of those rights, powers or
remedies. Any such waiver granted hereunder must be in writing and
shall be valid only in the specific instance in which given.
VII. GOVERNING
LAW AND CONSENT TO JURISDICTION. The terms of this Agreement
shall be interpreted in accordance with the laws of the State of
California. Both parties agree to submit to the jurisdiction of the
courts of the State of California.
VIII. AMENDMENT. This
Agreement may not be amended except by the written consent of all the parties to
this Agreement.
IX. ENFORCEMENT
OF THE AGREEMENT. In the event litigation is required to
enforce any provisions of this Agreement, the prevailing party will be entitled
to reasonable administrative or attorneys’ fees, including those associated with
appeals and any post judgment costs of collection.
X. SEVERABILITY. If
for any reason, any provision of this Agreement is found to be prohibited,
unenforceable or not authorized in any jurisdiction, only that provision shall
be stricken or modified so that it is in compliance with applicable
policy. The remainder of the Agreement shall remain in full force and
be binding upon all parties.
2
XI. TITLES
NOT TO AFFECT INTERPRETATION. The titles of sections or
subsections contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
constructions or interpretations hereof.
XII CLOSING.
This Stock Purchase Agreement is expected to close within 10 days of the date of
this agreement.
IN WITNESS WHEREOF, this
Agreement has been executed for and on behalf of the undersigned as of the date
first above written.
FOR
SELLER:
FOR
PURCHASER:
WorldVest
Equity,
Inc. Catalyst
Ventures Incorporated
__________________________________ __________________________________
▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇, CEO ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, CEO
pursuant
to a Board of Directors
and pursuant
to a Board of Directors and
shareholders
resolution
of shareholders
resolution of
WorldVest
Equity,
Inc. Catalyst
Ventures Incorporated
3
CATALYST
VENTURES INCORPORATED DBA WORLDVEST
EXHIBIT
A
FORM
OF DEBENTURE
AND
FORM
OF WARRANT
4
THIS
DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION
OF THIS DEBENTURE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS DEBENTURE UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO CATALYST VENTURES INCORPORATED DBA WORLDVEST, INC.
THAT SUCH REGISTRATION IS NOT REQUIRED.
9%
CONVERTIBLE DEBENTURE
FOR VALUE
RECEIVED, CATALYST VENTURES
INCORPORATED DBA WORLDVEST, a Florida corporation (the “Borrower”), hereby
promises to pay WorldVest
Equity, Inc. (the
“Holder”) or its registered assigns
or successors in interest, on order, the sum of Six
Million United States Dollars (USD$ 6,000,000), together with any accrued
and unpaid interest hereon, on December 31, 2013 (the “Maturity Date”) if
not sooner paid.
Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in that certain Subscription Agreement dated as of the date hereof issued
by Holder to the Borrower (the “Subscription
Agreement”).
The
following terms shall apply to this Debenture:
ARTICLE
1
INTEREST
1.1 Interest
Rate. Subject to Section 5.6 hereof, interest payable on this
Debenture shall accrue at the rate of nine percent (9%) per annum (the “Interest Rate”) from
the date of this Debenture. Interest shall be (i) calculated on the
basis of a 360-day year, and (ii) payable upon any conversion of this Debenture
or on the Maturity Date. Interest shall be (i) calculated on the basis of a
360-day year, and (ii) payable upon any conversion of this Debenture or on the
Maturity Date. Interest shall be paid in shares of the Borrower’s
common stock based on a price of $1.50 per share.
ARTICLE
2
CONVERSION
RIGHTS
2.1 Holder’s Conversion
Rights. The Holder shall have the right, but not the
obligation, to convert all or any portion of the then aggregate outstanding
principal amount of this Debenture, together with interest due thereon, into
shares of Borrower’s common stock subject to the terms and conditions set forth
in this Article 4. The Holder may exercise such right by delivery to the
Borrower of a written notice of conversion not less than one (1) day prior to
the date upon which such conversion shall occur.
5
2.2 Conversion
Limitation. Notwithstanding anything contained herein to the
contrary, the Holder shall not be entitled to convert pursuant to the terms of
this Debenture an amount that would be convertible into that number of shares of
common stock which would exceed the difference between the number of shares of
common stock beneficially owned by such Holder and 4.99% of the outstanding
shares of common stock of the Borrower. For the purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934 and Regulation 13d-3
thereunder. The Holder may void the Conversion Share limitation described in
this Section 3.2 upon seventy-five (75) days’ prior notice to the Borrower or
without any notice requirement upon an Event of Default.
2.3 Mechanics of Holder’s
Conversion.
(a) In the
event that the Holder elects to convert this Debenture into common stock, the
Holder shall give notice of such election by delivering an executed and
completed notice of conversion (“Notice of
Conversion”) to the Borrower and such Notice of Conversion shall provide
a breakdown in reasonable detail of the principal amount and accrued interest
being converted. On each Conversion Date (as hereinafter defined) and in
accordance with its Notice of Conversion, the Holder shall make the appropriate
reduction to the principal amount and accrued interest as entered in its records
and shall provide written notice thereof to the Borrower within two (2) business
days after the Conversion Date. Each date on which a Notice of Conversion is
delivered or telecopied to the Borrower in accordance with the provisions hereof
shall be deemed a Conversion Date (the “Conversion Date”). A
form of Notice of Conversion to be employed by the Holder is annexed hereto as
Exhibit 1.
(b) Pursuant
to the terms of the Notice of Conversion, the Borrower will issue instructions
to the transfer agent accompanied by an opinion of counsel within three (3)
business days of the date of the delivery to Borrower of the Notice of
Conversion and shall cause the transfer agent to transmit the certificates
representing the shares of common stock to the Holder within three (3) business
days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”). In
the case of the exercise of the conversion rights set forth herein the
conversion privilege shall be deemed to have been exercised and the shares of
common stock issuable upon such conversion shall be deemed to have been issued
upon the date of receipt by the Borrower of the Notice of Conversion. The Holder
shall be treated for all purposes as the record holder of such common stock,
unless the Holder provides the Borrower written instructions to the
contrary.
2.4 Conversion
Mechanics.
(a) The
number of shares of common stock to be issued upon each conversion of this
Debenture shall be determined by dividing that portion of the principal amount
and interest to be converted at $1.50 per share (the “Conversion
Price”).
(b) The
Conversion Price and number and kind of shares or other securities to be issued
upon conversion is subject to adjustment from time to time upon the occurrence
of certain events, as follows:
A. Stock Splits, Combinations
and Dividends. If the shares of common stock are subdivided or
combined into a greater or smaller number of shares of common stock, or if a
dividend is paid on the common stock in shares of common stock, the Conversion
Price shall be proportionately reduced in case of subdivision of shares or stock
dividend or proportionately increased in the case of combination of shares, in
each such case by the ratio which the total number of shares of common stock
outstanding immediately after such event bears to the total number of shares of
common stock outstanding immediately prior to such event.
6
B. Reservation for
Issuance. During the period the conversion right exists, the
Borrower will reserve from its authorized and unissued common stock a sufficient
number of shares to provide for the issuance of Conversion Shares upon the full
conversion of this Debenture. The Borrower represents that upon issuance, such
Conversion Shares will be duly and validly issued, fully paid and
non-assessable. The Borrower agrees that its issuance of this Debenture shall
constitute full authority to its officers, agents, and transfer agents who are
charged with the duty of executing and issuing stock certificates to execute and
issue the necessary certificates for the Conversion Shares upon the conversion
of this Debenture.
C. Share
Issuances. Subject to the provisions of this Section 3.4, if
the Borrower shall at any time prior to the conversion or repayment in full of
the principal amount issue any shares of common stock or securities convertible
into common stock to a person other than the Holder (except (i) pursuant to
Subsections A or B above; (ii) pursuant to options, warrants, or other
obligations to issue shares outstanding on the date hereof as disclosed to
Holder in writing; or (iii) pursuant to options that may be issued under any
employee incentive stock option and/or any qualified stock option plan adopted
by the Borrower) for a consideration per share (the “Offer Price”) less
than the Conversion Price in effect at the time of such issuance, then the
Conversion Price shall be immediately reset to such lower Offer Price at the
time of issuance of such securities.
D. Reclassification,
etc. If the Borrower at any time shall, by reclassification or
otherwise, change the common stock into the same or a different number of
securities of any class or classes, this Debenture, as to the unpaid principal
amount and accrued interest thereon, shall thereafter be deemed to evidence the
right to purchase an adjusted number of such securities and kind of securities
as would have been issuable as the result of such change with respect to the
common stock immediately prior to such reclassification or other
change.
2.5 Issuance of New
Debenture. Upon any partial conversion of this Debenture, a
new Debenture containing the same date and provisions of this Debenture shall,
at the request of the Holder, be issued by the Borrower to the Holder for the
principal balance of this Debenture and interest which shall not have been
converted or paid. The Borrower will pay no costs, fees or any other
consideration to the Holder for the production and issuance of a new
Debenture.
ARTICLE
3
EVENTS
OF DEFAULT
Upon the
occurrence and continuance of an Event of Default beyond any applicable grace
period, the Holder may make all sums of principal and interest then remaining
unpaid thereon and all other amounts payable hereunder immediately due and
payable (the “Default
Payment”). If, with respect to any Event of Default, the Borrower cures
the Event of Default, the Event of Default will be deemed to no longer exist and
any rights and remedies of Holder pertaining to such Event of Default will be of
no further force or effect. The Default Payment shall be applied first to any
accrued and unpaid interest due on the Debenture and then to outstanding
principal balance of the Debenture.
The
occurrence of any of the following events set forth in Sections 5.1 through 5.8,
inclusive, is an “Event of
Default”:
3.1 Failure to Pay Principal or
Interest. The Borrower fails to pay when due any installment
of principal or interest thereon in accordance herewith and such failure shall
continue for a period of twenty (20) days following the date upon which any such
payment was due.
7
3.2 Breach of
Covenant. The Borrower breaches any covenant or any other term
or condition of this Debenture or the Subscription Agreement in any material
respect and such breach, if subject to cure, continues for a period of twenty
(20) days after the occurrence thereof.
3.3 Breach of Representations
and Warranties. Any representation or warranty made by the
Borrower in this Debenture or the Subscription Agreement shall be false or
misleading in any material respect on the date that such representation or
warranty was made or deemed made.
3.4 Receiver or
Trustee. The Borrower or any of its subsidiaries shall make an
assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for it or for a substantial part of its
property or business; or such a receiver or trustee shall otherwise be
appointed.
3.5 Judgments. Any
money judgment, writ or similar final process shall be entered or filed against
the Borrower or any of its subsidiaries or any of their respective property or
other assets for more than $500,000, and shall remain unvacated, unbonded or
unstayed for a period of twenty (20) business days.
3.6 Bankruptcy. Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Borrower or any of its subsidiaries, which
proceedings remain undismissed for thirty (30) days.
3.7 Stop
Trade. An SEC stop trade order or Principal Market trading
suspension of the common stock shall be in effect for five (5) consecutive
trading days or five (5) trading days during a period of ten (10) consecutive
trading days, excluding in all cases a suspension of all trading on a Principal
Market, provided that the Borrower shall not have been able to cure such trading
suspension within thirty (30) days of the notice thereof or list the common
stock on another Principal Market within sixty (60) days of such notice. The
“Principal
Market” for the common stock shall include the Over the Counter Bulletin
Board (“OTCBB”), Pink OTC
Markets, the NYSE or NYSE Amex, or the NASDAQ, (whichever of the foregoing is at
the time the principal trading exchange or market for the common stock, or any
securities exchange or other securities market on which the common stock is then
listed or traded).
3.8 Failure to Deliver Common
Stock or Replacement Debenture. The Borrower shall fail (i) to
timely deliver common stock to the Holder pursuant to and in the form required
by this Debenture, if such failure to timely deliver common stock shall not be
cured within five (5) business days or (ii) to deliver a replacement Debenture
to Holder within seven (7) business days following the required date of such
issuance pursuant to this Debenture.
ARTICLE
4
DEFAULT
RELATED PROVISIONS
4.1 Payment Grace
Period. Following the occurrence and continuance of an Event
of Default beyond any applicable cure period hereunder, the Borrower shall pay
the Holder a default interest rate of one and one half percent (1.5%) per month
on all amounts due and owing under the Debenture, which default interest shall
be payable upon demand.
4.2 Conversion
Privileges. The conversion privileges set forth in Article 3
shall remain in full force and effect immediately from the date hereof and until
this Debenture is paid in full.
4.3 Cumulative
Remedies. The remedies under this Debenture shall be
cumulative.
8
ARTICLE
5
MISCELLANEOUS
5.1 Failure or Indulgence Not
Waiver. No failure or delay on the part of the Holder hereof
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.
5.2 Notices. Any
notice herein required or permitted to be given shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the Borrower and the Holder at
their respective addresses provided in the Subscription Agreement or at such
other address as the Borrower or the Holder may designate by ten (10) days
advance written notice to the other parties hereto.
5.3 Amendment
Provision. The term “Debenture” and all
reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented, and any successor instrument issued pursuant to
Section 3.5 hereof, as it may be amended or supplemented.
5.4 Assignability. This
Debenture shall be binding upon the Borrower and its successors and assigns, and
shall inure to the benefit of the Holder and its successors and assigns, and may
be assigned by the Holder. This Debenture shall not be assigned by the Borrower
without the consent of the Holder.
5.5 Governing
Law. This Debenture shall be governed by and construed in
accordance with the laws of the State of California, without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of California or in the federal courts located
in the State of California. Both parties and the individual signing this
Debenture on behalf of the Borrower agree to submit to the jurisdiction of such
courts. The prevailing party shall be entitled to recover from the other party
its reasonable attorney’s fees and costs. In the event that any provision of
this Debenture is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform to such statute
or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or unenforceability of any other
provision of this Debenture. Nothing contained herein shall be deemed or operate
to preclude the Holder from bringing suit or taking other legal action against
the Borrower in any other jurisdiction to collect on the Borrower’s obligations
to Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court in favor of the
Holder
5.6 Maximum
Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.
9
5.7 Construction. Each
party acknowledges that its legal counsel participated in the preparation of
this Debenture and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied
in the interpretation of this Debenture to favor any party against the
other.
5.8 Cost of
Collection. If default is made in the payment of this
Debenture, the Borrower shall pay to Holder reasonable costs of collection,
including reasonable attorney’s fees.
5.9 Currency. All
references in this Debenture to dollars, unless otherwise specifically
indicated, are expressed in currency of the United States of
America.
IN WITNESS WHEREOF, the
Borrower has caused this Debenture to be signed in its name effective as of this
22nd day of June, 2009.
CATALYST VENTURES
INCORPORATED
DBA
WORLDVEST
SEAL
______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Chairman
/ CEO
10
EXHIBIT
1
NOTICE
OF CONVERSION
(To be
executed by the Holder in order to convert all or part of the Debenture into
shares of CATALYST VENTURES
INCORPORATED DBA WORLDVEST Common Stock)
[Name and
Address of Holder]
The
Undersigned hereby converts $___________________ of the principal and interest
due under the 9% Convertible Debenture issued by CATALYST VENTURES INCORPORATED DBA
WORLDVEST dated June 18th, 2009, into shares of Common Stock of CATALYST VENTURES INCORPORATED DBA
WORLDVEST on and subject to the conditions set forth in Article 3 of such
Debenture.
1. Date
of Conversion:
2. Shares
to be delivered:
By:
____________________________________
Name:
Title:
11
|
Warrant
No. WV- 100
|
*4,000,000 *
Warrants to Purchase Common Stock
|
CATALYST
VENTURES INCORPORATED DBA WORLDVEST
(incorporated
under the laws of the State of Florida)
CERTIFICATE
FOR WARRANTS TO PURCHASE COMMON STOCK
This
Warrant and any shares of Common Stock issuable upon exercise hereof have not
been registered under the United States Securities Act of 1933, as amended (the
“Act”), and are “restricted securities” as that term is defined in Rule 144
under the Act. This Warrant and any shares of Common Stock issuable
upon exercise hereof may not be offered for sale, sold, or otherwise transferred
except pursuant to an exemption from the registration requirements under the
Act, the availability of which is to be established to the satisfaction of the
Company.
THIS
CERTIFIES THAT, for value received WorldVest Equity, Inc. (the
“Holder”), as registered owner of the above indicated number of Warrants, is
entitled to at any time until 5:00 p.m., Eastern Time (United States of
America), two years from the date that the shares issuable upon exercise of this
Warrant are registered for resale with the Securities and Exchange Commission
(the “Exercise Period”), to subscribe for, purchase, and receive up to Four Million (4,000,000)
shares of Common Stock, US$0.001 par value per share, fully paid and
nonassessable (the “Common Stock”), of CATALYST VENTURES INCORPORATED DBA
WORLDVEST, a Florida corporation (the “Company”), at the price of US $3.00 per share (the
“Exercise Price”), upon presentation and surrender of this Warrant and upon
payment of the Exercise Price for such shares of the Common Stock to the Company
at the principal office of the Company; provided, however, that if the Company
shall change the number of shares of its Common Stock issued and outstanding
during the term of this Warrant by dividend, split, reverse split, or
recapitalization, a proportionate adjustment shall be made to the number of
shares of Common Stock to be issued upon the exercise of this Warrant, and to
the Exercise Price herein stated. In lieu of issuing fractional
shares, fractional amounts shall be rounded to the nearest whole
share.
Upon
exercise of the Warrant, the form of election hereinafter provided for must be
duly executed and the instructions for registration of the Common Stock acquired
by such exercise must be completed. If the subscription rights
represented hereby shall not have been exercised by the expiration of the
Exercise Period, this Warrant shall become void and without further force or
effect, and all rights represented hereby shall cease and expire.
12
In the
event of the exercise or assignment hereof in part only, the Company shall cause
to be delivered to the Holder a new warrant of like tenor to this Warrant in the
name of the Holder evidencing the right of the Holder to purchase the number of
shares of the Common Stock purchasable hereunder as to which this Warrant has
not been exercised or assigned.
In no
event shall this Warrant (or the shares of the Common Stock issuable upon full
or partial exercise hereof) be offered or sold except in conformity with the
United States Securities Act of 1933, as amended.
The
Company may deem and treat the registered Holder of this Warrant at any time as
the absolute owner hereof for all purposes, and the Company shall not be
affected by any notice to the contrary.
By
acceptance of this Warrant, Holder represents that this Warrant and all shares
of Common Stock acquired upon exercise hereof are acquired and will be acquired
for the Holder’s own account for investment and with no intention at the time of
such purchase or acquisition of distributing or reselling the same or any part
thereof to the public and, in furtherance of this representation, agrees to
execute and deliver to the Company a subscription agreement containing customary
investment intent representations and agrees that this Warrant and any Common
Stock issued upon exercise hereof may be legended to prohibit transfer, sale, or
other disposition except in the compliance with such investment
letter.
IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its duly authorized
officer and to be sealed with the seal of the Company this 22nd day of June,
2009.
CATALYST
VENTURES INCORPORATED
DBA
WORLDVEST
S E A
L
______________________________________
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Executive Chairman / CEO
13
EXERCISE
FORM
(To
be executed by the Holder to exercise the right to purchase common stock
evidenced by the within Warrant)
The
undersigned hereby elects irrevocably to exercise the within Warrant and to
purchase _______________ shares of the Common Stock of the Company called for
thereby, and hereby makes payment of $______________ (at the rate of US$3.00 per
share of the Common Stock) in payment of the Exercise Price pursuant
thereto. Please issue the shares of the Common Stock as to which this
Warrant is exercised in accordance with the instructions given
below.
|
Dated:
|
Name
(Printed):
Signature:
Signature:
Signature Guaranteed:
|
INSTRUCTIONS
FOR REGISTRATION OF STOCK
Name:
Address:
Social
Security or Tax Identification Number:
ASSIGNMENT
FORM
(To
be executed by the registered Holder to effect a transfer of the within
Warrants)
FOR VALUE
RECEIVED, ______________________________________________, does hereby sell,
assign and transfer unto ____________________________________________ the right
to purchase _________________shares of Common Stock of the Company evidenced by
the within Warrant, and does hereby irrevocably constitute and appoint
_________________________ ______________________________ attorney to transfer
such right on the books of the Company with full power of substitution in the
premises.
|
Dated:
|
Name
(Printed):
Signature:
Signature:
Signature Guaranteed:
|
********************
NOTICE: The
signature(s) to the Exercise Form or Assignment Form must correspond with the
name as written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company, or by a firm having
membership on a registered national securities
exchange
14