Exhibit 2.1
ASSETS ACQUISITION AGREEMENT
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This Agreement (herein, together with all Exhibits, "Agreement") is entered
into as of May 13th, 2003 by and between AGROCAN CORPORATION, a Delaware
corporation ("Buyer"), and WINSMART DEVELOPMENT LIMITED, which was incorporated
in the British Virgin Islands as an International Business Company ("Seller").
This Agreement sets forth the terms and conditions upon which Seller will
sell certain of its assets to Buyer and the consideration to be given by Buyer
to Seller.
In consideration of the mutual promises and covenants contained herein,
Seller and Buyer agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms (whether used in singular or
plural forms) shall have the following meanings:
"Assets" shall mean the assets of Seller sold and purchased by Buyer to be
exchanged for shares of Buyer's common stock as of the date of Closing and which
are more particularly described in Exhibit "A" and incorporated by reference
herein.
"Closing Date" shall mean the date upon which the assets shall be sold to
Buyer and Buyer and Buyer's common shares issued to Seller have occurred in
accordance with the terms and conditions set forth herein. The parties
anticipate that the Closing Date shall be May 13th 2003, however, the parties
may mutually agree to any other date that they deem appropriate, as detailed in
Section 2.4 below.
"Contract" means any written contract, mortgage, deed of trust, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right,
or other instrument, document or agreement, and any oral obligation, right or
agreement.
"GAAP" means generally accepted accounting principles, as the term is
defined by the American Institute of Certified Public Accountants, under the
first standard of reporting under its generally accepted accounting standards.
"Knowledge" of Seller of, or with respect to, any matter means that after
due inquiry and investigation would have actual awareness or knowledge of such
matter, and "Knowledge" of Buyer of, or with respect to, any matter means that
after due inquiry and investigation would have actual awareness or knowledge of
such matter.
"Legal Requirements" means applicable common law and any statute,
ordinance, code or other law, rule regulation, order, technical or other
standard requirement, judgment or procedure enacted, adopted, promulgated,
applied or followed by any governmental authority, including judgments.
"Lien" means any security agreement, financing statement filed with any
governmental authority, conditional sale statement filed with any governmental
authority, conditional sale or other title retention agreement, any lease
consignment or bailment given for purposes of security, any lien, mortgage,
indenture, pledge, option, encumbrance, adverse interest, constructive trust or
other trust, claim, attachment, exception to or defect in title or other
ownership interest (including, but not limited to,
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reservations, rights of entry, possibilities of reverter, encroachments,
casement, rights-of-way, restrictive covenants leases and licenses) of any kind,
which otherwise constitutes an interest in or claim against property, whether
arising pursuant to any Legal Requirement, Contract or otherwise.
"Shares" shall mean the Shares of the Common Stock of Buyer to be issued to
Seller and more fully described in Exhibit "B" attached hereto and incorporated
by reference herein.
ARTICLE 2
PURCHASE OF ASSETS
Section 2.1 Purchase of Assets. Seller agrees to sell and Buyer agrees to
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purchase the Assets as follows:
(a) Subject to the terms and conditions hereinafter set forth, on
the Closing Date, and in the manner hereinafter provided, (i) Seller shall
cause the Assets, to be sold to and transferred to Buyer for the Shares in
the amount set forth herein; (ii) Assets shall become the Assets of Buyer
and Buyer shall own the Assets free and clear of any lien or encumbrance of
any kind.
(b) Buyer and Seller, respectively, shall take, or cause to be
taken, such action as may be necessary or appropriate in order to
effectuate the transactions contemplated hereby. Such actions shall
include, but not be limited to, the execution of a Xxxx of Sale evidencing
the transfer of the personal property constituting all or a portion of the
Assets. In the event that after the Closing Date, any further action is
necessary or desirable to carry out the purposes of this Agreement and to
vest Buyer or Seller with full title to the Assets or shares respectively,
the officers and directors of Buyer or Seller, as the case may be, shall
take all such necessary actions.
Section 2.2 Effective Date of the Sale for Accounting Purposes. The
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transactions contemplated by this Agreement shall be effective as of a date to
be mutually agreed upon by the parties for accounting purposes and for all other
purposes to the extent permissible by law. It is anticipated that such date
will be the Closing Date as defined herein.
Section 2.3 Consideration and Basis of Exchange of Shares. The manner and
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basis of exchanging the Assets for the Shares shall be as follows:
(a) On the Closing Date, Seller shall deliver the Assets to and in
favor of Buyer with a Xxxx of Sale in a form substantially similar to that
attached hereto as Exhibit "C." Seller shall be issued, in exchange for the
Assets, a certificate representing the issuance of the Shares. Seller and
Buyer agree that the Shares exchanged hereby shall be subject to the
restrictions of Rule 144 and other resale restrictions under the Securities
Act of 1933, as amended (the "1933 Act"), and all certificates issued under
this Agreement shall bear an appropriate legend to such effect.
(b) After Closing, a meeting of the Board of Directors will occur
whereby certain members of Buyer's current Board of Directors will resign
and Seller's nominated directors will be appointed to fill the vacancies
they created. It is intended that after the Board of Directors' meeting,
Seller's nominated directors shall constitute a majority of the Board of
Directors.
Section 2.4 Closing. Closing of the transactions contemplated by this
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Agreement shall be held on the Closing Date at the office of Buyer, or such
other place as the parties may mutually agree. The parties shall exchange such
other documents and take such other actions as may be necessary or appropriate
for completing the transactions contemplated by the Agreement.
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Section 2.5 Further Assurances. At or after Closing, Seller, at the
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request of Buyer, shall promptly execute and deliver, or cause to be delivered,
to Buyer all such documents and instruments, in form and substance satisfactory
to Buyer, as Buyer may reasonably request in order to carry out or evidence the
terms of this Agreement.
ARTICLE 3
REPRESENTATIONS OF SELLER
Seller represents to Buyer, as of the date of this Agreement and as of the
Closing, as follows:
Section 3.1 Organization and Qualification of Seller. Seller is a
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corporation duly organized, validly existing and in good standing under the laws
of British Virgin Islands. Seller has full corporate power and authority to
conduct its business as now conducted and to own or lease and operate the assets
and property now owned or leased or operated by it. Seller is qualified to
transact business in those jurisdictions wherein its business requires such
action.
Section 3.2 Authority. Seller has all requisite corporate power and
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authority to execute, deliver and perform this Agreement. The execution,
delivery and performance of this Agreement by Seller has been duly and validly
executed and delivered by Seller, and is a valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms.
Section 3.3 Ownership of Assets. The Seller's Assets set forth on Exhibit
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"A" are owned solely by Seller and are free and clear of any lien, charge or
encumbrance of any kind.
Section 3.4 No Conflicts; Required Consent. The execution, delivery, and
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performance by Seller of this Agreement will not: (i) conflict with or violate
any provision of the articles or certificate of incorporation of Seller; (ii)
violate any Legal Requirements; or (iii) require any consent, approval, or
authorization of, or filing of any certificate, notice, application, report or
other document with, any governmental authority.
Section 3.5 Litigation. There is no litigation pending or, to Seller's
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knowledge, threatened, by or before any governmental authority or private
arbitration tribunal, against Seller or its operations nor to Seller's
knowledge, is there any basis for any such litigation.
Section 3.6 Tax Returns and Payments. Seller has filed all required tax
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returns required to be filed in any taxing jurisdiction where Seller is located,
has assets or does business, and has timely paid all taxes that have become due
and payable, whether or not so shown on any such tax returns. Seller has not
received any notice of, nor does Seller have any knowledge of, any deficiency or
assessment of proposed knowledge of, any deficiency or assessment of proposed
deficiency or assessment from any taxing governmental authority.
ARTICLE 4
REPRESENTATIONS OF BUYER
Buyer represents to Seller, as of the date of this Agreement and as of
Closing, as follows:
Section 4.1 Organization and Qualification of Buyer. Buyer is a
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corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, and has all requisite corporate power and
authority to own and lease the properties and assets it currently owns and
leases and
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to conduct its activities as currently conducted. Buyer is duly qualified to do
business as a foreign corporation in all jurisdictions in which the ownership or
leasing of the properties and assets owned or leased by it or the nature of its
activities makes such qualification necessary.
Section 4.2 Authority. Buyer has all requisite corporation and authority
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to execute, deliver and perform this Agreement. The execution, delivery, and
performance of this Agreement by Buyer have been duly and validly authorized by
all necessary action on the part of Buyer. This Agreement has been duly and
validly executed and delivered by Buyer and is the valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms.
Section 4.3 No Conflicts; Required Consents. The execution, delivery and
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performance by Buyer of this Agreement does not and will not: (i) conflict with
or violate any provisions of the articles of certificate of incorporation or
bylaws of Buyer; (ii) violate any provisions of any Legal Requirements; or (iii)
require any consent, approval or authorization, report or other document with,
any Governmental Authority or other person.
Section 4.4 Validity and Ownership of Buyer Common Stock. The Shares
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received by Seller at Closing will be validly issued and outstanding, duly paid
and nonassessable. The Shares will not be subject to, nor bound or affected by,
any proxies, voting agreements, or other restrictions on the ownership thereof,
except those restrictions required by law (see Section 2.3(a) above).
Section 4.5 Ownership and Number of Shares of Buyer Common Stock. The
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shareholders' list attached hereto as Exhibit 4.5 accurately reflects the
currently issued and outstanding shares of Buyer's common stock currently
outstanding as of the date hereof.
Section 4.6 Capitalization of Buyer. The authorized capital stock of Buyer
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consists of 10,000,000 duly authorized shares of preferred stock at $.001 per
share par value and 100,000,000 duly authorized shares of common stock at $.001
per share par value, of which 12,473,451 are currently validly issued and
outstanding, fully paid and nonassessable as of the date hereof. There are no
other authorized or outstanding subscriptions, options, convertible securities,
warrants, calls or other rights or any kind issued or granted by, or binding
upon, Buyer to purchase or otherwise acquire any securities of or equity
interest in Buyer except those described in Exhibit 4.6, attached hereto and
incorporated by reference herein.
Section 4.7 Litigation. There is no litigation pending or, to Buyer's
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knowledge, threatened, by or before any governmental authority or private
arbitration tribunal, against Buyer or its operations, nor, to Buyer's
knowledge, is there any basis for any such litigation.
Section 4.8 Directors and Officers. Buyer shall have delivered to Seller
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after the Closing, the list of the officers and directors of Buyer as set forth
in Exhibit 4.8.
Section 4.9 Liabilities. Except as disclosed in Exhibit 4.9, Buyer has no
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liabilities or obligations, whether absolute, accrued, contingent, or otherwise
that have not been disclosed to Seller through Buyer's public filings with the
U.S. Securities and Exchange Commission.
Section 4.10 Tax Returns and Payments. Buyer has filed all federal, state,
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local and foreign tax returns required to be filed, and has timely paid all
taxes that have become due and payable, whether or not so shown on any such tax
returns. Buyer has not received any notice of, nor does Buyer have any knowledge
of, any deficiency or assessment of proposed knowledge of, any deficiency or
assessment of proposed deficiency or assessment from any taxing governmental
authority.
Section 4.11 Books and Records. All of the books, records and accounts of
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Buyer are in all material respects true and complete, are maintained in
accordance with good business practice and all
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applicable Legal Requirements, accurately present and reflect in all material
respects all of the transactions therein described, and are reflected accurately
in the Financial Statements.
ARTICLE 5
COVENANTS OF SELLER AND BUYER
Section 5.1 Affirmative Covenants of Seller. Except as Buyer may otherwise
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consent in writing, between the date of this Agreement and Closing, Seller
shall:
(a) conduct its business only in the usual, regular and ordinary
course and in accordance with past practices and shall properly maintain
and care for the Assets until the Closing Date;
(b)(1) duly comply with all applicable Legal Requirements; (2)
perform all of its obligations under all Seller's Contacts without default;
and (3) maintain its books, records, and accounts on a basis consistent
with past practices and shall properly maintain and care for the Assets
until the Closing Date;
(c)(1) furnish to Buyer and such representatives all such
additional documents (certified by an officer of Seller, if requested),
financial information and other information of the Assets as Buyer may from
time to time reasonably request and (2) cause Seller's accountants to
permit Buyer and its accountants to examine the records and working papers
pertaining to Seller's financial statements' on the Assets provided that no
investigation by Buyer of its representatives will affect or limit the
scope of any of the representations and warranties of Seller herein or in
any other related document;
(d) use of best efforts to obtain in writing as promptly as
possible all approvals and consents required to be obtained by Seller in
order to consummate the transactions contemplated hereby and deliver to
Buyer copies, satisfactory in form and substance to Buyer, of such
approvals and consents;
(e) promptly notify Buyer of any circumstances, event or action,
by Seller or otherwise, (A) which, if known at the date of this Agreement,
would have been required to be disclosed in or pursuant to this Agreement,
or (B) the existence, occurrence or taking of which would result in any of
the representations and warranties of Seller in this Agreement or in any
Transaction Documents not being true and correct in all material respects.
Section 5.2 Negative Covenants of Seller. Except as Buyer may otherwise
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consent in writing, between the date of this Agreement and Closing, Seller shall
not:
(a) incur any liability or obligation or enter into any Contract
affecting Assets except, in each case, in the ordinary course of business
consistent with prior practices and not prohibited by any other provision
hereof;
(b) create or permit the creation or attachment of any Lien
against any of the Seller's Assets or properties owned or leased by it;
(c) enter into any transaction or permit the taking of any action that
would result in any of the representations and warranties in this Agreement
not being true and correct in all material respects at Closing.
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Section 5.3 Covenants of Buyer. Except as Seller may otherwise agree in
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writing, between the date of this Agreement and Closing, Buyer shall:
(a) use it best efforts to obtain in writing as promptly as
possible all approvals and consents required to be obtained by Buyer in
order to consummate the transactions contemplated hereby and deliver to
Seller copies, satisfactory in form and substance to Seller, of such
approvals and consents;
(b) promptly notify Seller of any circumstance, event or action,
by Buyer or otherwise, (i) which, if known at the date of this Agreement,
would have been required to be disclosed in or pursuant to this Agreement,
or (ii) the existence, occurrence or taking of which would result in any of
the representations and warranties of Seller in this Agreement or in any
Transaction Document not being true and correct in all material respects;
(c) undertake all other actions necessary to put into force and
effect this Agreement.
Section 5.4 Joint Undertakings. Each of Buyer and Seller shall cooperate
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and exercise commercially reasonable efforts to facilitate the consummation of
the transactions contemplated by this Agreement so as to permit Closing to take
place on the date provided herein and to raise the satisfaction of conditions to
Closing set forth in Article 6. Both parties hereto agree that they will use
their best efforts to cause Form 8-K to be filed with the Securities and
Exchange Commission concerning this transaction which Form 8-K will require
audited financial statements and appraisal for the Assets and pro forma
financial information for the company post acquisition of the Assets.
Section 5.5 Confidentiality.
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(a) Any non-public information that Buyer may obtain from Seller
in connection with this Agreement, including but not limited to information
concerning trade secrets, licenses, research projects, costs, profits,
markets, sales, customer lists, strategies, plans for future development
and any other information of a similar nature, shall be deemed confidential
and, unless and until Closing shall occur, Buyer shall not disclose any
such information to any third party (other than its directors, officers and
employees and persons whose knowledge thereof is necessary to facilitate
the consummation of the transactions contemplated hereby) or use such
information to the detriment of Seller; provided that (i) Buyer may use and
disclose any such information once it has been publicly disclosed (other
than by Buyer in breach of its obligations under this Section) or which
rightfully has come into the possession of Buyer (other than from Seller)
and (ii) to the extent that Buyer may become complied by Legal Requirements
to disclose any of such information, Buyer may disclose such information if
it shall have used all reasonable efforts, and shall have afforded Seller
the opportunity to obtain an appropriate protective order, or other
satisfactory assurance of confidential treatment for the protective order,
or other satisfactory assurance of confidential treatment, for the
information compelling to be disclosed. In the event of termination of this
Agreement, Buyer shall use all reasonable efforts to cause to be delivered
to Seller, and retain no copies of, any documents, work papers and other
materials obtained by Buyer or on its behalf from Seller, whether so
obtained before or after the execution hereof.
(b) Any non-public information that Seller may obtain from Buyer
in connection with this Agreement, including but not limited to information
concerning trade secrets, licenses, research projects, costs, profits,
markets, sales, customer lists, strategies, plans for future development
and any other information of a similar nature, shall be deemed confidential
and, unless and until Closing shall occur, Seller shall not disclose any
such information to any third party (other than its directors, officers and
employees, and persons whose knowledge thereof is necessary to facilitate
the consummation of the transactions contemplated hereby) or use such
information to the detriment of Buyer; provided that (i) Seller may use and
disclose any such
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information once it has been publicly disclosed (other than by Seller in
breach of obligations under this Section) or which rightfully has come into
the possession of Seller (other than from Buyer) and (ii) to the extent
that Seller may become complied by Legal Requirements to disclose any of
such information, Seller may disclose such information if it shall have
used all reasonable efforts, and shall have afforded Buyer the opportunity,
to obtain an appropriate protective order, or other satisfactory assurance
of confidential treatment, for the information compelled to be disclosed.
In the event of termination of this Agreement, Seller shall use all
reasonable efforts to cause to be delivered to Buyer, and retain no copies
of, any documents, work papers and other materials obtained by Seller or on
its behalf from Buyer, whether so obtained before or after the execution
hereof.
Section 5.6 Publicity. Buyer and Seller shall each consult with other
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before issuing any press release or making any other public disclosure
concerning this Agreement or the transactions contemplated hereby unless, in the
reasonable judgment of the disclosing party, a release or disclosure is required
to discharge its disclosure obligations under applicable legal requirements, in
which case it shall in good faith consult with the other party about the form,
content and timing of such release or disclosure prior to its release of
disclosure.
ARTICLE 6
CONDITIONS PRECEDENT TO CLOSING
All obligations of Buyer and Seller under this Agreement are subject to the
fulfillment of each of the following conditions, in addition to the fulfillment
of any and all other conditions set forth in this Agreement:
Section 6.1 Corporate Action.
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(a) Prior to the Closing Date, the Directors of Seller shall
have approved the same effect with respect to the aforesaid matters.
(b) Prior to the Closing Date, the Board of Directors of Buyer
shall have obtained any necessary shareholders' and directors' approvals to
the same effect with respect to the aforesaid matters.
Section 6.2 Termination. In the event any of the foregoing conditions shall
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not be fulfilled prior to the Closing, unless caused by any action or failure to
act on the part of Parties, any of the Parties shall have the right to terminate
the Agreement by notice thereof in writing to the other, and the parties hereto
shall be restored as far as possible to status quo, whereupon the parties hereto
shall have no further obligations or liabilities hereunder, one against the
other, except for the obligation of Buyer under Article 7 hereof which shall
survive a termination of this Agreement.
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ARTICLE 7
INDEMNIFICATION
Section 7.1 Indemnification by Seller. From and after Closing, Seller
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shall indemnify and hold harmless Buyer, and any person claiming by or through
any of them, from and against any and all losses and related expenses arising
out of or resulting from:
(a) any representations and warranties of Seller in this Agreement
not being true and accurate when made or when required by this Agreement to
be true and accurate; or
(b) any failure by Seller to perform any of its covenants,
agreements or obligations in this Agreement.
Section 7.2 Indemnification by Buyer. From and after the Closing, Buyer
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shall indemnify and hold harmless Seller, and any person claiming by or through
any of them as the case may be, from and against any and all losses and related
expenses arising out of or resulting from:
(a) any representations and warranties of Buyer as disclosed in
this Agreement not being true and accurate when made or when required by
this Agreement to be true and accurate; or
(b) any failure by Buyer to perform any of its covenants,
agreements or obligations in this Agreement.
(c) all undisclosed abilities and obligations relating to, or
arising out of activities of Buyer during periods prior to Closing.
(d) Any expenses and losses related to litigation as represented
by Buyer.
Section 7.3 Time and Manner of Certain Claims. The representations and
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warranties of both parties in this Agreement shall survive Closing; provided,
however, that none of the parties shall have any liability under Section 7.1 or
7.2, respectively, unless a claim is asserted by the party seeking
indemnification thereunder by written notice to the party from whom
indemnification is sought within three months after Closing, and such party
commences litigation seeking such indemnification within 30 days following the
date of such notice.
Section 7.4 Tax Effect. In calculating amount payable to an Indemnitee
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hereunder (i) the amount of the indemnified losses shall be reduced by the
amount of any reduction in the Indemnitee's liability for taxes resulting from
the facts or occurrence giving rise to the indemnified losses; and (ii) the
amount of the indemnified losses shall be grossed up by the amount of any
increase in liability for taxes resulting from indemnification with respect
thereto.
ARTICLE 8
CLOSING
Section 8.1 Time and Place. The Closing under this Agreement and all
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deliveries hereunder shall take place at the office of Buyer or such other place
as shall be agreed upon by both parties as described in Section 2.3(a) above.
Section 8.2 Seller's Performance at Closing. At or prior to the Closing,
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Seller shall deliver to Buyer:
(a) Written evidence to the effect that Seller's Directors have
approved this Agreement and the contemplated transactions.
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(b) An appraisal report, attached hereto as Exhibit "D," issued by
qualified appraiser, acceptable to Buyer, on the Assets being purchased and
transferred to Buyer.
(c) A properly executed Xxxx of Sale certificate duly executed by
a director of Seller to the effect that the Assets, as set forth in
Sections 2.1(a), 2.1(b) and 2.3(a) and in Exhibit B, have been properly
purchased by and transferred to Buyer and become the assets of Buyer.
Section 8.3 Buyer's Performance at Closing. At or prior to the Closing,
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Buyer shall deliver to Seller:
(a) Written evidence to the effect that Buyer's Board of Directors
have approved this Agreement and the contemplated transactions.
(b) Written evidence to the effect that shareholders have approved
this agreement and the contemplated translations.
(c) Certificate representing the Shares to be issued in accordance
with Section 2.3(a) hereof, in the name of WINSMART DEVELOPMENT LIMITED and
duly executed by director and secretary of Buyer.
(d) Written evidence to the effect that Board of Directors of
Buyer has duly adopted resolutions appointing directors of Seller as
required by Section 2.3(b) hereof.
ARTICLE 9
MISCELLANEOUS
Section 9.1 Diligence. The parties hereto agree that each shall with
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reasonable diligence proceed to take all action which may be reasonably required
to consummate the transaction herein contemplated.
Section 9.2 Expenses. Each party shall pay its own expenses incurred as a
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result of this transaction.
Section 9.3 Waiver and Modifications. Any of the provisions of this
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Agreement may be waived at any time by the party entitled to the benefit
thereof, upon the authority of the Board of Directors of such party. Any of the
provisions of this Agreement (including the exhibits) may be modified at any
time prior to and after the vote of the Seller Shareholders, if so required by
agreement in writing approved by the Board of Directors of each party and
executed in the same manner (but necessarily by the same persons) as this
Agreement, provided that such modification, after the last vote of the Seller
Shareholders shall not be allowed, if in the judgment of the Board of Directors
of Seller, it affects materially and adversely the benefits of Seller's
Shareholders under this Agreement. To the extent permitted by law, the powers
of the Board of Directors may be delegated by the Board of the Executive
Committee of such Board or by such Board (or by the Executive Committee to the
extent any matter has been delegated to such Committee by the Board) to any
officer or officers of such party, and any notices, consents or other action
referred to in this Agreement may be given or taken by any officer so
authorized.
Section 9.4 Notices. Any notice request, instruction or other documents to
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be given under this Agreement by any party to another shall be in writing and
delivered personally or sent by registered or certified mail, postage prepaid,
if to Buyer, addressed to:
AGROCAN CORPORATION
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Unit C11, 8th Floor, Wing Hing Industrial Building,
14 Xxxx Xxx Street, Xxxx Xxxx, Hong Kong
with a copy to:
Xx. Xxxxx X. Xxxxxx
Vial, Hamilton, Xxxx & Xxxx LLP
0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000
XXX
if to WINSMART DEVELOPMENT LIMITED, addressed to:
WINSMART DEVELOPMENT LIMITED
Flat A 16/F, Xxx Xxxx Industrial Bldg.,
00-00 Xxxx Xxx Xxxxxx
Xxxx Xxxxx,
Xxxxxxx, Xxxx Xxxx
C/O Xx. Xxxxx Xxxx
Section 9.5 Entire Agreement. This Agreement represents the entire
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agreement between the parties. Any and all oral or other written agreements
concerning the subject matter hereof shall be deemed null and void.
Section 9.6 Governing Law. This Agreement shall be governed by, construed,
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and enforced in accordance with the laws of the State of Delaware.
Section 9.7 Counterparts. In order to facilitate the filing and recording
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of this Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, Buyer and Seller, by their duly authorized officers,
have executed and delivered this Agreement effective as of the date first above
written.
AGROCAN CORPORATION
By: ______________________________________
WINSMART DEVELOPMENT LIMITED
By: ______________________________________
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Assets Acquisition Agreement
AgroCan Corporation and Winsmart Development Limited
Exhibits
(The following are all the Exhibits attached to the Agreement)
Exhibit A: Seller's Assets (Assets of Winsmart Development Limited)
Exhibit B: Description of Shares
Exhibit C: Xxxx of Sale
Exhibit D: Appraisal Report from Xxxxxxxxx Investment Research Inc.
Exhibit 4.5: Shareholders List of AgroCan Corporation
Exhibit 4.8: Officers and Directors of AgroCan Corporation
Exhibit 4.9: Financial Statement of AgroCan Corporation, March 31, 2003
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