STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS STOCK PURCHASE AGREEMENT
(the “Agreement”) is dated the 15th day
of July, 2010 by and among Mr. Sun Xxxx Xxxx(the “Buyer”), CHINA VOIP &
DIGITAL TELECOM INC. a Nevada Corporation (the “Company”).
WHEREAS, the Company desire to
sell its common stock to Buyer, and Buyer desires to buy one million eight
hundred thousand (1,800,000) shares of the Company’s common stock for the
consideration and upon the terms and subject to the conditions hereinafter set
forth.
NOW, THEREFORE, in
consideration of the premises, the provisions and the respective agreements
hereinafter set forth, the parties hereto hereby agree as follows
|
1.
|
Purchase and Sale of
Stock.
|
1.1 Agreement to Purchase and
Sell. Upon the terms and subject to the conditions set forth
in this Agreement and upon the representations and warranties made herein by
each of the parties to the other, on the Closing Date (as such term is
hereinafter defined), Company shall deliver one million eight hundred thousand
(1,800,000) shares of common stock to Buyer, and Buyer shall pay $486,000 US
DOLLAR (Purchase Amount) to the Company.
1.2 Purchase
Price. Upon the terms and subject to the conditions set forth
in this Agreement, in reliance upon the representations, warranties, covenants
and agreements made by the Company contained herein, both the Buyer and the
Company agree that the Purchase Price is $ 0.27 per share.
1.3 Payment of Purchase
Amount. The Purchase Amount shall be payable on the Closing
Date by wire transfer of immediately available funds in accordance with the
Company's written wire instructions.
1.4 Closing. The
closing of the transaction contemplated herein (the "Closing") will be at the
office of Buyer on or before _________, 2010 or at such other place or at such
other date and time as the Company and Buyer may mutually agree. Such
date and time of Closing is herein referred to as the "Closing
Date."
|
2.
|
Representations and
Warranties of the Company. The Company, represents and
warrants to Buyer as follows:
|
2.1 Existence and Good
Standing. The Company is a limited liability Company duly
registered, validly existing and in good standing under the laws of the State of
Nevada. The Company is duly licensed or qualified to do business and
is in good standing under the laws of all other jurisdictions in which the
character of the properties owned or leased by it therein or in which the
transaction of its business makes such qualification necessary.
2.2 Corporate
Authority. The Company has all requisite corporate
power and authority to own its properties and carry on its business as now
conducted.
2.3 Compliance with
Law. The Company is not in default with respect to any order
of any court, governmental authority or arbitration board or tribunal to which
the Company is a party or is subject, and the Company is not in violation of any
laws, ordinances, governmental rules or regulations to which it is
subject. The Company has obtained all licenses, permits and other
authorizations and has taken all actions required by applicable laws or
governmental regulations in connection with its business as now
conducted.
2.4 Validity and Effect of
Agreements. This Agreement constitutes, and all agreements and
documents contemplated hereby when executed and delivered pursuant hereto will
constitute, the valid and legally binding obligations of the Company and
Shareholders enforceable in accordance with their terms, except that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws of general
application now or hereafter in effect relating to the enforcement of creditors'
rights generally and except that the remedies of specific performance,
injunction and other forms of equitable relief are subject to certain tests of
equity jurisdiction, equitable defenses and the discretion of the court before
which any proceeding therefore may be brought.
2.5 Acknowledgment Regarding
Buyer's Purchase of Stock. The Company acknowledges and agrees that the
Buyer is acting in the capacity of arm's length purchaser with respect to the
Agreement and the transactions contemplated hereby and thereby and that no Buyer
is (i) an officer or director of the Company, (ii) an "affiliate" of the Company
or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of
the Company, a "beneficial owner" of more than 10% of the shares of Common Stock
(as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "1934 Act")). The Company further acknowledges that
no Buyer is acting as a financial advisor or fiduciary of the Company or any of
its Subsidiaries (or in any similar capacity) with respect to the Agreement and
the transactions contemplated hereby and thereby, and any advice given by the
Buyer or any of its representatives or agents in connection with the Agreement
and the transactions contemplated hereby and thereby is merely incidental to the
Buyer's purchase of the stock. The Company further represents to the
Buyer that the Company's decision to enter into the Agreement has been based
solely on the independent evaluation by the Company and its
representatives.
2.6 No General Solicitation;
Placement Agent's Fees. Neither the Company, nor any of its
Subsidiaries or affiliates, nor any Person acting on its or their behalf, has
engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D) in connection with the offer or sale of the
Securities. The Company shall be responsible for the payment of any
placement agent's fees, financial advisory fees, or brokers' commissions (other
than for persons engaged by any Buyer or its investment advisor) relating to or
arising out of the transactions contemplated hereby. The Company
shall pay, and hold the Buyer harmless against, any liability, loss or expense
(including, without limitation, attorney's fees and out-of-pocket expenses)
arising in connection with any such claim.
2.7 SEC Documents; Financial
Statements. During the two (2) years prior to the date hereof,
the Company has filed all reports, schedules, forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date
hereof and all exhibits included therein and financial statements, notes and
schedules thereto and documents incorporated by reference therein being
hereinafter referred to as the "SEC Documents"). The Company has
delivered to the Buyer or their respective representatives true, correct and
complete copies of the SEC Documents not available on the XXXXX
system. As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
2.8 Undisclosed
Liabilities. The Company has no liabilities or obligations
whatsoever, whether accrued, absolute, contingent or otherwise, which are not
reflected or provided for in the Financial Statements.
2.9 Absence of Certain Changes
or Events Since the Date of the Audited Balance Sheet. Since
the date of the Financial Statements, the Company has not:
(A) incurred
any liability whatsoever, whether accrued, absolute, contingent or otherwise,
except those liabilities and obligations referred to in Section 2.8 above, and
except in connection with this Agreement and the transactions contemplated
hereby;
(B) discharged
or satisfied any lien, security interest or encumbrance or paid any obligation
or liability (fixed or contingent), other than in the ordinary course of
business and consistent with past practice;
(C) mortgaged,
pledged or subjected to any lien, security interest or other encumbrance any of
its assets or properties;
(D) transferred,
leased or otherwise disposed of any of its assets or properties except for a
fair consideration in the ordinary course of business and consistent with past
practice or, except in the ordinary course of business and consistent with past
practice, acquired any assets or properties;
(E) canceled
or compromised any debt or claim, except in the ordinary course of business and
consistent with past practice;
(F) waived
or released any rights of material value;
(G) made
or granted any wage or salary increase applicable to any group or classification
of employees generally, entered into any employment contract with, or made any
loan to, or entered into any material transaction of any other nature with, any
officer or employee of the Company;
(H) suffered
any casualty loss or damage (whether or not such loss or damage shall have been
covered by insurance) which affects in any material respect its ability to
conduct business, or suffered any casualty loss or damage in excess of
$25,000.00 and which is not covered by insurance; or
(I) declared
any dividends or bonuses, or authorized or affected any amendment or restatement
of the articles of incorporation or by-laws of the Company or taken any steps
looking toward the dissolution or liquidation of the Company.
Between
the date of this Agreement and the Closing, the Company will not, without prior
written notice to Buyer, do any of the things listed in sub-paragraphs (A)
through (I) above.
2.10
Taxes. The
Company (i) has duly and timely filed or caused to be filed all federal, state,
local and foreign tax returns (including, without limitation, consolidated
and/or combined tax returns) required to be filed by it prior to the date of
this Agreement which relate to the Company or with respect to which the Company
or the assets or properties of the Company are liable or otherwise in any way
subject, (ii) has paid or fully accrued for all taxes shown to be due and
payable on such returns (which taxes are all the taxes due and payable under the
laws and regulations pursuant to which such returns were filed), and (iii) has
properly accrued for all such taxes accrued in respect of the Company or the
assets and properties of the Company for periods subsequent to the periods
covered by such returns. No deficiency in payment of taxes for any
period has been asserted by any taxing body and remains unsettled at the date of
this Agreement. Copies of all federal, state, local and foreign tax
returns of the Company have been made available for inspection by
Buyer.
2.11 Title to Company
Shares. The Company Shares are duly authorized, validly
issued, fully paid and non-assessable and are owned by Shareholders free and
clear of all liens, encumbrances, charges, assessments and adverse
claims. The Company Shares are subject to no restrictions with
respect to transferability to Buyer in accordance with the terms of this
Agreement. Upon transfer of the Company Shares by Shareholders, Buyer
will, as a result, receive good and marketable title to all of the Company
Shares, free and clear of all security interests, liens, encumbrances, charges,
assessments, restrictions and adverse claims.
2.12 Title to Property and
Assets. The Company has good and marketable title to all of
the properties and assets reflected in the Balance Sheets. None of
such properties or assets is, except as disclosed in said Balance Sheets hereto,
subject to a contract of sale not in the ordinary course of business, or subject
to security interests, mortgages, encumbrances, liens or charges of any kind or
character.
2.13 Business Property
Rights. The property referred herein, together with (i) all
designs, methods, inventions and know-how related thereto and (ii) all
trademarks, trade names, service marks, and copyrights claimed or used by the
Company which have not been registered (collectively "Business Property
Rights"), constitute all such proprietary rights owned or held by the
Company. The Company owns or has valid rights to use all such
Business Property Rights without conflict with the rights of
others. Except as set forth herein, no person or corporation has made
or, to the knowledge of the Company, threatened to make any claims that the
operation of the business of the Company is in violation of or infringes any
Business Property Rights or any other proprietary or trade rights of any third
party. To the knowledge of the Company, no third party is in
violation of or is infringing upon any Business Property Rights.
2.14 No Breach or
Default. The Company is not in default under any contract to
which it is a party or by which it is bound, nor has any event occurred which,
after the giving of notice or the passage of time or both, would constitute a
default under any such contract. Shareholders have no reason to
believe that the parties to such contracts will not fulfill their obligations
under such contracts in all material respects or are threatened with
insolvency.
2.15 Labor
Controversies. The Company is not a party to any collective
bargaining agreement. There are not any controversies between the
Company and any of its employees which might reasonably be expected to
materially adversely affect the conduct of its business, or any unresolved labor
union grievances or unfair labor practice or labor arbitration proceedings
pending or threatened relating to its business, and there are not any
organizational efforts presently being made or threatened involving any of the
Company's employees. The Company has not received notice of any claim
that the Company has not complied with any laws relating to the employment of
labor, including any provisions thereof relating to wages, hours, collective
bargaining, the payment of social security and similar taxes, equal employment
opportunity, employment discrimination and employment safety, or that the
Company is liable for any arrears of wages or any taxes or penalties for failure
to comply with any of the foregoing.
2.16 Litigation. Except
as set forth herein, there are no actions, suits or proceedings with respect to
the Company involving claims by or against Shareholders or the Company which are
pending or threatened against Shareholders or the Company, at law or in equity,
or before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality. No basis for
any action, suit or proceeding exists, and there are no orders, judgments,
injunctions or decrees of any court or governmental agency with respect to which
Shareholders or the Company has been named or to which Shareholders or the
Company is a party, which apply, in whole or in part, to the business of the
Company, or to any of the assets or properties of the Company or the Company
Shares or which would result in any material adverse change in the business or
prospects of the Company.
2.17 Bank
Information. The wire shall be sent to the Company’s Bank
according to the information below:
|
|
China
VoIP & Digital Telecom Inc.
|
|
|
ADD:
0000 Xxxxx Xxxx XXXX XXX 000 Xxxxxxxxx X.X
00000-0000
|
|
|
Bank
of America, N.A.
|
|
|
ADD:
00000X 00xx Xxxxx Xxxxxxx XX
00000-0000
|
|
|
ACC
#: 004682127161
|
|
|
SWIFT:
BOFAUS3N
|
2.18 Powers of
Attorney. There are no persons holding powers of attorney from
the Company.
2.19 No Misrepresentation or
Omission. No representation or warranty by Shareholders in
this Article 2 or in any other Article or Section of this Agreement, or in any
certificate or other document furnished or to be furnished by Shareholders
pursuant hereto, contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the
statements contained therein not misleading or will omit to state a material
fact necessary in order to provide Buyer with accurate information as to the
Company.
3. Representations and
Warranties of Buyer. Buyer represents and warrants to the
Company as follows:
3.1 Existence and Good
Standing. Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of People’s Republic of
China. Buyer is duly licensed or qualified to do business as
a corporation and is in good standing under the laws of all other
jurisdictions in which the character of the properties owned or leased by it
therein or in which the transaction of its business makes such qualification
necessary.
3.2 Corporate
Authority. Buyer has all requisite corporate power and
authority to own its properties and carry on its business as now
conducted.
3.3 Compliance with
Law. Buyer is not in default with respect to any order of any
court, governmental authority or arbitration board or tribunal to which Buyer is
a party or is subject, and Buyer is not in violation of any laws, ordinances,
governmental rules or regulations to which it is subject. Buyer has
obtained all licenses, permits or other authorizations and has taken all actions
required by applicable laws or governmental regulations in connection with its
business as now conducted.
3.4 Authorization; Validity and
Effect of Agreements. The execution and delivery of this
Agreement and all agreements and documents contemplated hereby by Buyer, and the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all requisite corporate action. This Agreement
constitutes, and all agreements and documents contemplated hereby when executed
and delivered pursuant hereto will constitute, the valid and legally binding
obligations of Buyer enforceable in accordance with their terms, except that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws of general
application now or hereafter in effect relating to the enforcement of creditors'
rights generally and except that the remedies of specific performance,
injunction and other forms of equitable relief are subject to certain tests of
equity jurisdiction, equitable defenses and the discretion of the court before
which any proceeding therefore may be brought. The execution and
delivery of this Agreement by Buyer does not and the consummation of the
transactions contemplated hereby will not (i) require the consent of any third
party, (ii) result in the breach of any term or provision of, or constitute a
default under, or result in the acceleration of or entitle any party to
accelerate (whether after the giving of notice or the lapse of time or both) any
obligation under, or result in the creation or imposition of any lien, charge,
pledge, security interest or other encumbrance upon any part of the property of
the Company pursuant to any provision of, any order, judgment, arbitration
award, injunction, decree, indenture, mortgage, lease, license, lien, or other
agreement or instrument to which Buyer is a party or by which it is bound, and
(iii) violate or conflict with any provision of the by-laws or articles of
incorporation of Buyer as amended to the date of this Agreement.
3.5 Absence of undisclosed
liabilities. The Buyer has not had nor does it have any
indebtedness, loss or liability of any nature whatsoever (other than those
occurred in the normal course of business) whether accrued, absolute or
contingent.
3.6 Accredited Investor
Status. Such Buyer is an "accredited investor" as that term is
defined in Rule 501(a) of Regulation D.
4. Other Covenants and
Agreements.
4.1 Company
Cooperation. Subject to the terms and conditions
of this Agreement, the Company will use its best efforts to cause its officers,
directors, employees, accountants, consultants, advisors and agents, to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to consummate the transactions contemplated by
this Agreement.
4.2 Public
Announcements. Neither the Companys nor Buyer will at any
time, without the prior written consent of the other, make any announcement,
issue any press release or make any statement with respect to this Agreement or
any of the terms or conditions hereof except as may be necessary to comply with
any law, regulation or order and then only after written notice to the other
party of the timing, context and content of such announcement, press release or
statement; provided, however, that subsequent to the Closing the Company may
disclose the consummation of the transaction herein contemplated without the
consent of the Buyer.
5. Conditions of
Closing.
5.1 Buyer’s Conditions of
Closing. The obligation of Buyer to purchase and
pay for the Company Shares shall be subject to and conditioned upon the
satisfaction (or waiver by Buyer) at the Closing of each of the following
conditions:
(A) All
representations and warranties of the Company contained in this Agreement shall
be true and correct at and as of the Closing Date, the Company shall have
performed all agreements and covenants and satisfied all conditions on its part
to be performed or satisfied by the Closing Date pursuant to the terms of this
Agreement.
(B) There
shall have been no material adverse change since the date of the Audited Balance
Sheet in the financial condition, business or affairs of the Company, and the
Company shall not have suffered any material loss (whether or not insured) by
reason of physical damage caused by fire, earthquake, accident or other calamity
which materially affects the value of its assets, properties or
business.
(C) Neither
any investigation of the Company by Buyer, nor any supplement or other document
delivered to Buyer as contemplated by this Agreement, shall have revealed any
facts or circumstances which, in the sole and exclusive judgment of Buyer and
regardless of the cause thereof, reflect in an adverse way on the Company or its
financial condition, assets, liabilities (absolute, accrued, contingent or
otherwise), reserves, business, operations or prospects.
(D) No
suit, action, investigation, inquiry or other proceeding by any governmental
body or other person or legal or administrative proceeding shall have been
instituted or threatened which questions the validity or legality of the
transactions contemplated hereby.
(E) As
of the Closing, there shall be no effective injunction, writ, preliminary
restraining order or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them
not be consummated as so provided or imposing any conditions on the consummation
of the transactions contemplated hereby, which is unduly burdensome on
Buyer.
(F) As
of the Closing, there shall have been no material adverse change in the amount
of issued and outstanding common stock of the Company.
5.2 The Company’s Conditions of
Closing. The obligation of the Company to sell its Shares
shall be subject to and conditioned upon the satisfaction (or waiver by the
Company) at the Closing of each of the following conditions:
(A) All
representations and warranties of Buyer contained in this Agreement shall be
true and correct at and as of the Closing Date and Buyer shall have performed
all agreements and covenants and satisfied all conditions on its part to the
performed or satisfied by the Closing Date pursuant to the terms of this
Agreement.
(B) Buyer
shall have effected payment of the Purchase Amount in accordance with Section
1.3 of this Agreement and according to the bank wire information stipulated in
Section 2.17, by providing the Company a bank confirmation of the
wire.
(C) Resolutions
of its Board of Directors authorizing execution of this Agreement and the
execution, performance and delivery of all agreements, documents and
transactions contemplated hereby; and
(D) The
incumbency of its officers executing this Agreement and all agreements and
documents contemplated hereby.
(E) No
suit, action, investigation, inquiry or other proceeding by any governmental
body or other person or legal or administrative proceeding shall have been
instituted or threatened which questions the validity or legality of the
transactions contemplated hereby.
(F) As
of the Closing, there shall be no effective injunction, writ, preliminary
restraining order or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them
not be consummated as so provided or imposing any conditions on the consummation
of the transactions contemplated hereby, which is unduly burdensome on the
Company.
6. Termination.
6.1 Methods of
Termination. The transactions contemplated herein may be
terminated and/or abandoned at any time before or after approval thereof by the
Company and Buyer, but not later than the Closing:
6.1.1 By
mutual consent of Buyer and the Company, or
6.1.2 By
Buyer, if any of the conditions provided for in Section 5.1 hereof shall not
have been met or waived in writing by Buyer at or prior to Closing;
or
6.1.3 By
the Company, if any of the conditions provided for in Section 5.2 hereof shall
not have been met or waived in writing by the Company at or prior to
Closing.
6.2 Procedure Upon
Termination. In the event of termination by Buyer or the
Company, as applicable, pursuant to Section 6.1 hereof, written notice thereof
shall forthwith be given to the other party and the transactions contemplated by
this Agreement shall be terminated without further action by Buyer or the
Company. If the transactions contemplated by this Agreement are so
terminated:
6.2.1 Each
party will redeliver all documents, work papers and other material of any other
party relating to the transactions contemplated hereby, whether so obtained
before or after the execution of this Agreement, to the party furnishing the
same.
7. Miscellaneous.
7.1 Notice. Any
notice required or permitted hereunder shall be in writing and shall be
sufficiently given if personally delivered or mailed by certified or registered
mail, return receipt requested.
|
If
to the Company: China VoIP & Digital Telecom
Inc.
|
Address: 11/F Xx.00 Xxxxxxxx, Xxxxxxx
Xxxxxx, Xx.0000
Xxxxxxx Rd,High-tech Industrial
Development
Zone, Jinan, 250101
ATTN: Kunwu
Li
(or to
such other address as any party shall specify by written notice so given), and
shall be deemed to have been delivered as of the date so personally delivered or
mailed.
7.2 Execution of Additional
Documents. The parties hereto will at any time, and from time
to time after the Closing Date, upon request of the other party, execute,
acknowledge and deliver all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and assurances as may be reasonably required to
carry out the intent of this Agreement, and to transfer and vest title to any
Company Shares being transferred hereunder, and to protect the right, title and
interest in and enjoyment of all of the Company Shares sold, granted, assigned,
transferred, delivered and conveyed pursuant to this Agreement; provided,
however, that this Agreement shall be effective regardless of whether any such
additional documents are executed.
7.3 Binding Effect;
Benefits. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, successors,
executors, administrators and assigns. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective heirs, successors, executors, administrators and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
7.4 Entire
Agreement. This Agreement, together with the Exhibits,
Schedules and other documents contemplated hereby, constitute the final written
expression of all of the agreements between the parties, and is a complete and
exclusive statement of those terms. It supersedes all understandings
and negotiations concerning the matters specified herein. Any
representations, promises, warranties or statements made by either party that
differ in any way from the terms of this written Agreement and the Exhibits,
Schedules and other documents contemplated hereby, shall be given no force or
effect. The parties specifically represent, each to the other, that
there are no additional or supplemental agreements between them related in any
way to the matters herein contained unless specifically included or referred to
herein. No addition to or modification of any provision of this
Agreement shall be binding upon any party unless made in writing and signed by
all parties.
7.5 Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada exclusive of the conflict of law
provisions thereof.
7.6 Survival. All
of the terms, conditions, warranties and representations contained in this
Agreement shall survive the Closing.
7.7 Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument.
7.8 Headings. Headings
of the Articles and Sections of this Agreement are for the convenience of the
parties only, and shall be given no substantive or interpretive effect
whatsoever.
7.9 Waivers. Either
Buyer or the Company may, by written notice to the other, (i) extend the time
for the performance of any of the obligations or other actions of the other
under this Agreement; (ii) waive any inaccuracies in the representations or
warranties of the other contained in this Agreement or in any document delivered
pursuant to this Agreement; (iii) waive compliance with any of the conditions or
covenants of the other contained in this Agreement; or (iv) waive performance of
any of the obligations of the other under this Agreement. Except as
provided in the preceding sentence, no action taken pursuant to this Agreement,
including without limitation any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements
contained in this Agreement. The waiver by any party hereto of a
breach of any provision hereunder shall not operate or be construed as a waiver
of any prior or subsequent breach of the same or any other provision
hereunder.
7.10 Merger of
Documents. This Agreement and all agreements and documents
contemplated hereby constitute one agreement and are interdependent upon each
other in all respects.
7.11 Incorporation of Exhibits
and Schedules. All Exhibits and Schedules
attached hereto are by this reference incorporated herein and
made a part hereof for all purposes as if fully set forth herein.
7.12 Severability. If
for any reason whatsoever, any one or more of the provisions of this Agreement
shall be held or deemed to be inoperative, unenforceable or invalid as applied
to any particular case or in all cases, such circumstances shall not have the
effect of rendering such provision invalid in any other case or of rendering any
of the other provisions of this Agreement inoperative, unenforceable or
invalid.
7.13 Assignability. Neither
this Agreement nor any of the parties' rights hereunder shall be assignable by
any party hereto without the prior written consent of the other parties
hereto.
7.14 Inconsistent
with both Chinese and English Version of the Agreement, its English version
shall prevail.
IN WITNESS WHEREOF, the
parties have executed this Agreement and caused the same to be duly delivered on
their behalf on the day and year first above written.
COMPANY:
China
VoIP & Digital Telecom Inc.
By: /s/ Li
Kunwu
Li
Kunwu
President
and Chief Executive Officer
BUYER:
By: /s/ Mr. Sun Xxxx
Xxxx
Mr.
Sun Xxxx Xxxx
