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SEC Filings

10-Q
SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document
 
 

Execution Version

 

Stock Purchase Agreement

 

This Stock Purchase Agreement (hereinafter referred to as this “Agreement”), dated as of October 23, 2017 (“Effective Date”), is made and entered into by and between Seven Stars Cloud Group, Inc. (hereinafter referred to as the “Company”) and Hong Kong Guoyuan Group Capital Holdings Limited (hereinafter referred to as the “Purchaser”). The parties are hereinafter individually referred to as a “Party”, and collectively as the “Parties”.

 

RECITALS

 

Whereas, the Company desires to issue and sell to the Purchaser an aggregate of 5,490,000 shares (hereinafter referred to as the “Purchased Shares”) of the authorized but unissued common shares, USD0.001 par value per share, of the Company, at the price of USD1.82 per share (hereinafter referred as the “Purchase Price”), representing an aggregate investment by the Purchaser in the Company of USD10,000,000;

 

Whereas, on the basis of the volume of the stock outstanding as of September 30, 2017, the Purchased Shares will represent 8.10% of the total number of common shares of the Company immediately after the Closing (refer to the definition made herein) contemplated under this Agreement;

 

Whereas, the Parties desire to maintain the Company’s continued compliance with the standards for listing on NASDAQ Stock Market (hereinafter referred as the “NASDAQ”) by making reasonable commercial efforts, and

 

Whereas, the Company intends to issue and sell, and the Purchaser intends to acquire the Purchased Shares, and the Parties intend to carry out the other parts of the strategic relationship between the Parties in accordance with the terms and conditions set forth in this Agreement.

 

NOW THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth herein, the Parties do hereby agree as follows:

  

Article 1
Definitions

 

Affiliate” of any Person refers to other person who directly or indirectly through one or more intermediates, controls, is controlled by this Person or is under common control with this Person. In this definition, “control”(including the correlative “controlling”, “controlled by” and “under common control with”) means the power and ability to direct or cause the direction of the business management and policy of a person directly or indirectly through ownership of voting securities, contracts or otherwise.

 

This Agreement” refer to the recitals hereof.

 

Acquisition Proposal” means any written offer, proposal, inquiry, or representation of intention proposed by other persons in good faith, contemplating or otherwise relating to any Acquisition Transaction (except those offer, proposal, inquiry, representation of intention made by the Purchaser and its Affiliates).

 

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