ACQUISITION AGREEMENT
This
Acquisition Agreement (the "Agreement") is made and entered into as of the
10th
of June
2005, by and between Advanced ID Corporation, a South Dakota Corporation
(hereinafter referred to as "Buyer"), and Xxxxxxxxx Xxxx and Xxxxxxx Moonros
(hereinafter referred to as the "Sellers").
RECITALS
WHEREAS,
Sellers
agree to sell and Buyer agrees to purchase a controlling interest equal to
60%
of the outstanding shares of AFG ASIA Engineering Co., Ltd. (hereinafter
referred to as “AFG”). It is agreed that Xx. Xxxx and Ms. Moonros will sell 50%
and 10%, respectively, of the total outstanding shares of AFG equal to 13,000
shares to Buyer.
NOW
THEREFORE,
in
consideration of the Recitals and the mutual covenants, conditions,
representation and warranties hereinafter set forth, the parties agree as
follows:
1.
Purchase
and Sale.
On the
terms and subject to the conditions set forth in this Agreement, Sellers agree
to sell, convey, assign, transfer and deliver to Buyer and Buyer agrees to
purchase from Sellers, at the Closing Date a 60% controlling interest in AFG
consisting of 7,800 shares (“AFG Shares”) on the Closing Date.
2.
Purchase
Price.
As
consideration for the sale, conveyance, assignment, transfer and delivery of
the
AFG Shares, Buyer agrees to deliver to Sellers a total of 350,000 shares of
unregistered common stock of Advanced ID Corporation, of which 291,667 shares
shall be issued to Xx. Xxxx and 58,333 shares shall be issued to Ms.
Moonros.
3.
Closing.
The
closing shall take place on the Closing Date at the office of Advanced ID
Corporation on July 1, 2005, or such other time and place as the parties may
agree upon in writing.
4.
Representations
and Warranties of Sellers.
Sellers
hereby represent and warrants to Buyer that:
(a)
Sellers have the requisite power and authority to sell a 60% controlling
interest.
(b)
Sellers have good and marketable title to all the assets of AFG and that the
assets are free and clear from any liens, charges, and/or
encumbrances.
5.
Representations
and Warranties of Buyer.
Buyer
hereby represents and warrants to Sellers that:
(a)
Buyer
is a corporation duly organized and validly existing and in good standing under
the laws of the State of South Dakota.
(b)
The
execution and delivery of this Agreement and the consummation of the transaction
contemplated hereby have been duly authorized and approved by the Board of
Directors of Buyer, and, when executed by the authorized representative of
the
Buyer, this Agreement will constitute legal, valid and binding Agreement of
Buyer.
(c)
The
execution and delivery of this Agreement and the consummation of the transaction
contemplated hereby will not violate the Certificate of Incorporation or the
Bylaws of Buyer or any agreement, contract or other instrument to which Buyer
is
a party, or any statute, rules, regulation, order, judgment, award or
decree.
(d)
Neither this Agreement, nor any Exhibit to this Agreement, nor any written
statement or certificate or certificate furnished by Buyer in connection with
this Agreement, contains an untrue statement of a material fact or omits to
state a fact that is necessary in order to which they are made, not materially
misleading.
6.
Conditions
Precedent to the Obligations of Buyer.
All
obligations of Buyer under this Agreement are, at its option, subject to
fulfillment of the following condition prior to or at the closing:
(a)
Sellers shall have performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by
Sellers prior to or at the Closing Date.
7.
Conditions
Precedent to the Obligations of Sellers.
All
obligations of Sellers under this Agreement are, at its option, subject to
fulfillment of the following condition prior to or at the closing.
(a)
Buyer
shall have performed and complied with all agreements and conditions required
by
this Agreement to be performed or complied with by Buyer prior to or at the
Closing Date.
(b)
From
June 1, 2004 until closing, no repayments of shareholder loans, dividends,
distributions of capital, management fees or similar transactions or
transactions out of the ordinary course of business can occur without the prior
consent of Buyer. Any such transactions will affect the purchase price. In
addition, from the signing date until the closing, all new contracts or
commitments must be reviewed and approved by Buyer.
8.
Further
Assurance.
Following the closing, Sellers agree to take such actions and execute,
acknowledge and deliver to Buyer such further instruments of assignment,
conveyance and transfer and take any other action as Buyer may reasonably
request in order to more effectively convey, sell, transfer and assign to Buyer
a 60% controlling interest in Sellers, to confirm the title of Buyer thereto,
and to assist Buyer in exercising rights with respect to the AFG
Shares.
9.
Survival
of Representations and Warranties.
All
representation and warranties made by each of the parties hereto shall survive
the closing for a period of three (3) years after the Closing Date.
10.
Indemnification.
Buyer
and Sellers agree to indemnify, defend and hold each other harmless against
any
and all claims demands, losses, costs, expenses, obligation and damages,
penalties, and reasonable attorney's fees, incurred by Buyer or Sellers arising,
resulting from, or relating to any breach of, or failure by Buyer or Sellers
to
perform, any of its respective representations, warranties, covenants or
agreements in this Agreement or other document furnished or to be furnished
by
Buyer or Sellers under this Agreement, or by reason of any act or omission
of
Buyer or Sellers of any of its successors or assigns after the Closing Date
that
constitutes a breach of default under, or a failure to perform, any obligation,
duty, or liability of Buyer or Sellers under any contract, lease, license or
other agreement to which it is a party or by which it is bound at the Closing
Date, but only to the extent to which Buyer or Sellers expressly assumes these
obligations, duties and liabilities under this Agreement.
11.
General
Provisions.
(a)
Construction. This Agreement shall be construed and enforced in accordance
with
the laws of the State of South Dakota.
(b)
Notices. All notices, requests, demands and other communications contemplated
under this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States express,
certified or registered mail, postage prepaid, addressed to the following
parties, their successors in interest or their permitted assignees at the
following address, or such addresses as the parties may designate by written
notice in this manner aforesaid.
| Sellers: | Xxxxxxxxx Xxxx & Xxxxxxx Moonros | |
| 65/12 Moo 10 T.Tonpao, | ||
| A. Xxxxxxxxxx, Xxxxxxxxx, 00000, Xxxxxxxx | ||
| Buyer: | Advanced ID Corporation | |
| #00, 0000 - 0 Xxxxxx XX | ||
| Xxxxxxx, XX, Xxxxxx, X0X 0X0 | ||
(c)
Assignment. This Agreement shall not be assignable by any party without the
prior written consent of the other party. Nothing contained in this Agreement,
express or implied, is intended to confer upon any person or entity other than
the parties to this Agreement and their successors and assigns, any rights
or
the parties to this Agreement and their successors and assigns, any rights
or
remedies under this Agreement unless expressly so stated to the
contrary.
(d)
Remedies. Except as otherwise expressly provided herein, none of the remedies
set forth in this Agreement in intended to be exclusive, and each party shall
have all other remedies now or hereafter existing at law, in equity, by statute
or otherwise. The election or any one or more remedies shall not constitute
a
waiver of the right to pursue other available remedies.
(e)
Entire Agreement. This Agreement and the Exhibits and other documents
specifically referred to herein or required to be delivered pursuant to the
terms of this Agreement represent the entire agreement of the parties hereto
with respect to the subject matter hereof, and supersede all prior Agreements,
understandings, discussions, negotiations and commitments of any kind. This
Agreement may not be amended or supplemented, nor may any rights hereunder
be
waived, except in writing signed by each of the parties affected
thereby.
(f)
Section Headings. The section headings in the Agreement are conveniences only,
are not a part of this Agreement and shall not be used in construing
it.
(g)
Severability. If any provision of this Agreement is held to be illegal, invalid
or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefore, and upon
so
agreeing, shall incorporate such substitute provision in this
Agreement.
(h)
Counterparts. This Agreement may be executed in two or more counterparts, all
of
which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed), with the same force and effect as if such facsimile signature page
were an original thereof.
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first above
written.
AFG
ASIA ENGINEERING CO., LTD. SHAREHOLDERS
| _______________________________ | ________________________________ |
| Xxxxxxxxx Xxxx, Shareholder | Xxxxxxx Moonros, Shareholder |
| ADVANCED ID CORPORATION | |
| _______________________________ | |
|
Xxxxx
Xxxxxxx, CEO & President
|
