uri_nlp_ner_workshop/data/test_txt/12958.txt

converted by edgarwiz 
stock purchase agreement , by and between tennrich international corp . ( " tennrich " ) , the seller , and xpal technology , inc . ( " xti " ) , as purchaser . 
recitals 
whereas , seller owns all of the issued and outstanding shares of the capital stock of xpal power , inc . ( the company ) , a corporation organized and existing under the laws of the state of california ; and , 
whereas , seller desires to sell to purchaser and purchaser desires to purchase from seller shares representing eighty percent ( {num}% ) of the issued and outstanding shares of capital stock of the company upon the terms and subject to the conditions set forth herein ; and , 
whereas , concurrently with the execution of this agreement , and as a condition and inducement to purchaser ' s willingness to enter into this agreement , seller and purchaser are entering into a stockholder ' s agreement , in respect of the purchaser shares , dated as of the date hereof , and attached as exhibit a ( the " stockholder ' s agreement " ) . 
now therefore , in consideration of ten dollars ( ${num} ) and for other good and valuable consideration , including the consideration set forth herein , the parties agree as follows : 
{enum} 
transfer of {num}% of the common stock of the company . seller hereby sells to purchaser {num}% of the common stock of the company in accordance with the original stock certificate attached hereto as exhibit a-{num} in this regard , seller represents and warrants to purchaser as follows : 
{enum} 
that said shares represent exactly {num}% of the issued and outstanding shares of the company , and that there are no other shares issued or outstanding of any class whatsoever , and that there are no corporate obligations or potential obligations which would require the company to issue any other or additional shares of any class ; 
{enum} 
that all of said shares are freely tradeable unrestricted stock , to the extent that a market may exist for said shares , and that such shares are not hypothecated , pledged or otherwise subject to a prior agreement of shareholders or otherwise ; 
{enum} 
that the board of directors , and the shareholders ( if required ) have authorized the sale to purchaser . 
{enum} 
waiver of all warranties . seller hereby waives any and all warranties to purchaser ( except as to good title ) , and whether such warranties are express and implied , including any implied warranties of the existence and / or noninfringement of intellectual property , such as trademarks and / or patents under any jurisdiction . purchaser acknowledges that purchaser has had adequate time to conduct due diligence and review all books and records and accounts of the company , expressly covenants that it has not relied on such financial statements relating to this agreement , acknowledges the de minimus purchase price set forth herein , and is therefore accepting the shares of the company expressly " as is " . 
( signatures next page ) 
xpal technology , inc . 
/ s / robert leng 
april {num} {num} 
robert leng , chairman 
date 
xpal power , inc . 
/ s / shelly yeh 
april {num} {num} 
shelly yeh , chairman 
date 
tennrich international corp . 
/ s / shelly yeh 
april {num} {num} 
shelly yeh , chairman 
date 
universal power industry corp . 
/ s / robert leng 
april {num} {num} 
robert leng , chairman 
date 
amendment #1 to that certain stock and asset acquisition agreement , dated april {num} {num} by and amongst xpal technology , inc . ( " xti " ) , as transferee , xpal power , inc . ( " xpi " ) , and tennrich international corp . ( " tennrich " ) , ( xpi and tennrich , collectively the transferors ) , and universal power industry corp . ( " upic " ) , as the guarantor . 
whereas , the parties have duly executed the stock and asset acquisition agreement ( the " agreement " ) effective april {num} {num} which set forth the terms and conditions of an agreement between them , and ; 
whereas , the parties have found it desirable to enter into an amendment changing certain provisions of the said agreement , 
now therefore , in consideration of ten dollars ( ${num} ) and for other good and valuable consideration , including the consideration set forth herein , the parties agree as follows : 
amended payment schedule in {num} a ) of the agreement . transferee shall pay to transferors ${num} usd in cash in accordance with the following schedule : 
{enum} 
on or before august {num} {num} transferee shall pay to transferors ${num} usd . 
{enum} 
on or before august {num} {num} transferee shall pay to transferors ${num} usd . 
{enum} 
on or before september {num} {num} transferee shall pay to transferors ${num} usd . 
{enum} 
on or before october {num} {num} transferee shall pay to transferors ${num} usd . 
{enum} 
on or before november {num} {num} transferee shall pay to transferors ${num} usd . 
{enum} 
on or before april {num} {num} transferee shall pay to transferors ${num} usd , and this final sum accruing interest at the annual rate of {num}% from april {num} {num} to the date of payment . 
{enum} 
payment shall be remitted by wire transfer as follows : 
beneficiary : tennrich international corp . 
address : 1-{num} lane {num} alley {num} sec . 1 shin nan rd . , 
lu chu hsiang , taoyuan , taiwan r . o . c . 
beneficiary tel : {num}-3-{num} 
bank name