AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
10.4
AMENDMENT
TO STOCK PURCHASE AGREEMENT
This
Amendment to Stock Purchase Agreement is entered into as of March 25, 2008
(“Amendment”) by and among Linkwell Corporation, a Florida corporation
(“Linkwell”), Linkwell Tech Group, Inc., a Florida corporation and wholly-owned
subsidiary of Linkwell (“Linkwell Tech”), Shanghai Likang Disinfectant High-Tech
Company, Ltd., a Chinese company (“Likang Disinfectant”) and Shanghai Shanai
Group, a Chinese company (“Shareholder”).
RECITALS
WHEREAS,
on April 6, 2007, Linkwell, Linkwell Tech, Likang Disinfectant and Shareholder
(the “Parties”) entered into a Stock Purchase Agreement (the “Purchase
Agreement”);
WHEREAS,
Linkwell Tech already owns 90% of the issued and outstanding shares of the
capital stock of Likang Disinfectant;
WHEREAS,
pursuant to the terms of the Purchase Agreement, Linkwell Tech was to acquire
the remaining 10% of the issued and outstanding capital stock of Likang
Disinfectant from the Shareholder for 3,000,000 newly issued restricted shares
of Linkwell’s authorized common stock;
WHEREAS,
the Parties desire to change the consideration to be paid by Linkwell Tech
to
the Shareholder to acquire the remaining 10% of the issued and outstanding
capital stock of Likang Disinfectant from the aforementioned 3,000,000 shares
to
(i) three hundred eighty thousand dollars ($380,000) to be paid in cash and
(ii)
1,500,000 newly issued restricted shares of Linkwell’s authorized common stock
(the “Purchase Price”), and to make other modifications to the Purchase
Agreement as set forth herein; and
WHEREAS,
pursuant to Section 11.2 of the Purchase Agreement, the parties thereto,
may
amend or modify the Purchase Agreement only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the
parties.
NOW
THEREFORE, in consideration of the mutual covenants set forth herein and
for
other good and valuable consideration the sufficiency and receipt of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Defined
Terms.
Capitalized terms not otherwise defined in this Amendment shall have the
meaning
prescribed to them in the Purchase Agreement.
1
2. Amendments
to Purchase Agreement.
The
Purchase Agreement is hereby amended as follows:
(a) All
references to in the Purchase Agreement to “3,000,000” shall be deleted and
replaced with “1,500,000” and, as such, the definition of “Linkwell Shares” in
the Purchase Agreement and this Amendment shall mean 1,500,000 newly issued
restricted shares of Linkwell’s authorized common stock.
(b) Recital
B is
hereby deleted in its entirety and replaced with the following:
“B. Linkwell
Tech intends to acquire 10% of the issued and outstanding capital stock of
Likang Disinfectant from the Shareholder, making Likang Disinfectant a
wholly-owned subsidiary of Linkwell Tech, and the Shareholder desires to
sell
100% of its shares of Likang Disinfectant capital stock, representing a 10%
interest in the capital stock of Likang Disinfectant to Linkwell Tech for
(i)
three hundred eighty thousand dollars ($380,000) to be paid in cash and (ii)
the
Linkwell Shares.”
(c) Recital
D
is hereby deleted in its entirety and replaced with the following:
“D. It
is the
intention of the parties hereto that: (i) Linkwell Tech shall acquire 100%
of
the issued and outstanding capital stock of Likang Biological in exchange
for
(i) three hundred eighty thousand dollars ($380,000) to be paid in cash shares
and (ii) the Linkwell Shares (the "Exchange"); and (ii) the Exchange shall
qualify as a transaction in securities exempt from registration or qualification
under the Securities Act of 1933, as amended, (the "Act") and under the
applicable securities laws of the state or jurisdiction where the Shareholders
reside.”
(d) Section
1
shall now be called “CONSIDERATION.”
(e) Section
1.1 is hereby deleted in its entirety and replaced with the
following:
“1.1
Purchase of Shares. Likang Disinfectant and the Shareholder hereby agree
that
the Shareholder shall, on the Closing Date, sell 100% of its issued and
outstanding shares of the capital stock of Likang Disinfectant, representing
a
10% interest in the capital stock of Likang Disinfectant (the “Disinfectant
Shares”), to Linkwell Tech in exchange (the “Exchange”) for (i) three hundred
eighty thousand dollars ($380,000) to be paid in cash and (ii) the Linkwell
Shares (the “Purchase Price”).”
2
(f) Section
1.2 is hereby deleted in its entirety and replaced with the
following:
“1.2
Delivery. On the Closing Date, the Shareholder will deliver to Linkwell Tech
the
stock certificates representing its 10% interest in Likang Disinfectant,
duly
endorsed (or with executed stock powers) so as to make Linkwell Tech the
100%
owner of Likang Disinfectant and Linkwell Tech shall pay the Purchase Price
to
the Shareholder or its nominee.”
(g) Section
1.4 is hereby deleted in its entirety and replaced with the
following:
“1.4
Conditions Precedent. Payment of the Purchase Price shall be conditional
upon
(a) the Shareholder completing a review of the financial, trading and legal
position of Likang Disinfectant; (b) Likang Disinfectant obtaining all the
necessary consent, authorization and approval from the relevant regulatory
authorities, its board of directors and/or its shareholders;”
(h) Section
5
is hereby deleted in its entirety and shall be intentionally
omitted.
(i) All
references to the Closing Date and to the date on which the Closing shall
take
place found in “Section 10” refer to March 25, 2008.
3. Representations
and Warranties.
Likang
Disinfectant and the Shareholder hereby represents and warrants to Linkwell
Tech
as follows:
(a) Likang
Disinfectant and the Shareholder, severally and not jointly, have all requisite
power and authority to execute this Amendment and to perform all of its
obligations hereunder, and this Amendment has been duly executed and delivered
by the Likang Disinfectant and the Shareholder and constitutes the legal,
valid
and binding obligation of Likang Disinfectant and the Shareholder, enforceable
in accordance with its terms.
(b) The
execution, delivery and performance by Likang Disinfectant and the Shareholder
of this Amendment have been duly authorized by all necessary corporate action
and do not (i) require any authorization, consent or approval by any
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (ii) violate any provision of any law, rule or
regulation or of any order, writ, injunction or decree presently in effect,
having applicability to Likang Disinfectant or the Shareholder, or the articles
of incorporation or by-laws of Likang Disinfectant, or (iii) result in a
breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which Likang
Disinfectant or the Shareholder is a party or by which it or its properties
may
be bound or affected.
(c) All
of
the representations and warranties contained in Section 2 of the Purchase
Agreement are correct on and as of the date hereof as though made on and
as of
such date, except to the extent that such representations and warranties
relate
solely to an earlier date.
3
4. This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
5. Counterparts
of this Amendment (or applicable signature pages hereof) that are manually
signed and delivered by facsimile transmission shall be deemed to constitute
signed original counterparts hereof and shall bind the parties signing and
delivering in such manner.
6. This
Amendment shall be construed and enforced in accordance with and governed
by the
laws of the State of Florida (without giving effect to any conflicts or choice
of laws provisions thereof that would cause the application of the domestic
substantive laws of any other jurisdiction) and together with the Purchase
Agreement, embodies the complete agreement and understanding among the Parties
hereto with respect to the subject matter hereof and supersedes and preempts
any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.
7. No
Other
Changes. Except as explicitly amended by this Amendment, all of the terms
and
conditions of the Purchase Agreement shall remain in full force and
effect.
[Remainder
of Page Intentionally Left Blank]
4
IN
WITNESS WHEREOF, the parties hereto have set their hands and seals hereunto
as
of the date first set forth above.
| Linkwell Corporation | ||||
| By: |
/s/
Xxxxxxx Xxxx
|
|||
|
Name:
|
Xxxxxxx
Xxxx
|
|||
| Its: |
Chairman
|
|||
| Linkwell Tech Group, Inc. | ||||
| By: |
/s/
Xxx Xxxx
|
|||
|
Name:
|
Xxx
Xxxx
|
|||
| Its: |
Director
|
|||
| Shanghai Likang Disinfectant High-Tech Company, Ltd. | ||||
| By: |
/s/
Xxxx Xxxx
|
|||
|
Name:
|
Xxxx
Xxxx
|
|||
| Its: | President | |||
| Shanghai Shanai Group | ||||
| By: |
/s/
Xxxxxxx Xxxx
|
|||
|
Name:
|
Xxxxxxx
Xxxx
|
|||
| Its: | General Manager | |||
5
