OT--Here is the form MerryMan:
STOCK SALE AGREEMENT
This agreement was made and entered on ___ September 2004, by and between:
Dr. Alan V. Phan, an individual, with official address at 710 Changping Road 3rd Floor, Shanghai, China, hereinafter referred to as “ Seller” and
________________, an individual, resides at ________________________________, ____________________, hereinafter referred to as “Buyer”
WHEREAS:
Seller agrees to sell and Buyer agrees to buy a total of _________ restricted common shares of The Hartcourt Companies, Inc. (OTC: HRCT) under the following term and conditions:
1. Seller desires to sell and Buyer desires to purchase ____________ (______) restricted shares of HRCT at the agreed price of US$ 0.001 per share or a total price of US$________.
2. Buyer promises that he will remit the full and complete purchase price in good funds in amount of US $________ upon receipt of the share certificate totaling __________ shares.
3. In connection with this transaction, and as an inducement for Buyer to enter into this Agreement, Seller hereby represents, and hereby re-confirm, that:
a. The shares are restricted from trading for a period of one year under Rule 144 of the SEC regulations.
b. Seller does not know of any claims against the Shares, and can acknowledge to Buyer that there is no reason or cause for any party to block the sale.
c. Seller has no knowledge of any restrictions by contract, operation of law or otherwise prohibiting this sale or the transfer of these shares into the name of Buyer, subject only to the Securities Laws governing the sale of securities.
d. Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Buyer could be obligated or liable.
4. In connection with this transaction, and as an inducement, for the undersigned to enter into this Agreement, Buyer represents and warrants, and by our signing hereby re-confirms that:
a. Buyer is an accredited investor as the meaning is set forth under Regulation D of the Securities Act of 1933.
b. Buyer was not solicited by the undersigned or any of the undersigned’s representatives for the purchase of these shares.
c. Buyer has received all of the information from its independent professional, legal and/or tax advisors, as it considers necessary or appropriate for determining whether to purchase the Shares. Buyer is familiar with the business, affairs, risks, liabilities and properties of the company (HRCT).
d. Buyer has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and substantial risks of an investment in the Shares and is able to bear the economic risks relevant to the purchase of the Shares hereunder.
e. Buyer understands that there may be no market for the Shares.
f. Notwithstanding applicable Federal and State corporate and securities law disclosure requirements in any jurisdiction, Buyer agrees not to disclose any terms of this Agreement to any other parties except to parties specifically involved in the transaction contemplated herein.
g. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Seller could become liable or obligated.
h. Buyer acknowledges that the Seller makes no representation or warranties as to the past, present or future operations of the company (HRCT), or the price or activity of the HRCT stock.
5. Seller and Buyer agree to indemnify and hold each other harmless for two (2) years following the date below against and in respect of any liability, damage or deficiency, all actions, suits, proceeding, demands, assessment, judgments, costs and expenses resulting from any misrepresentation made in this Agreement.
6. The parties agree to execute such additional documents and take action as may reasonably be requested to effect this transaction or otherwise carry out the intent and purpose of this Agreement, or subsequently transfer the subject Shares.
7. This Agreement shall be governed by the laws of Hong Kong, notwithstanding any conflict-of-law provisions to the contrary.
8. This Agreement sets forth the entire understanding between the parties and no other prior written or oral statement or agreement shall be recognized or enforced. Any amendments or modifications to this Agreement must be in writing executed by both parties.
9. If a court of competent jurisdiction determines that any clause or provision of this Agreement is invalid, illegal or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal or unenforceable shall be limited so that they may remain in effect to the extent permissible by law.
10. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party in the performance of any obligation by the other shall be construed as a waiver of the same or other default then, theretofore, or thereafter occurring or existing.
11. This agreement may be executed by one or more parties in counterparts, and such copy may be delivered by facsimile, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of either of us, we agree to execute an original of this instrument as well as any facsimile, telecopy or other reproduction hereof.
Dated: ____ September 2004 “SELLER”
DR. ALAN V. PHAN
Signature:____________________
“BUYER”
_________________
Signature:____________________
AI
