ASSIGNMENT OF RIGHTS AGREEMENT
This
Assignment of Rights Agreement is entered into as of this 29th day of June 2010,
by and among Weikang Bio-Technology Group Co., Inc., a Nevada corporation (the
“Company”), Xxxxx Xxxx (the “Assignor”) and Lucky Wheel Limited, a British
Virgin Islands corporation (the “Assignee”) incorporated on January 6, 2010,
upon the following premises:
Premises
WHEREAS,
Assignor is the owner of 23,425,200 shares of Common Stock of the Company (the
“Shares”) and a 100% shareholder of the Assignee.
WHEREAS,
Assignor wishes to make a bona fide gift of 22,925,200 shares of Common Stock of
the Company (the “Shares”) to Assignee;
WHEREAS, in consideration for receipt
of the Shares, Assignee agrees to be bound by certain transfer restrictions in
connection with the receipt of the Shares;
WHEREAS,
the board of directors of the Company has determined that the transfer
contemplated hereby is desirable and in the best interests of their
stockholders.
By
execution of this Assignment of Rights Agreement, the undersigned, Assignee,
hereby agrees as follows:
| 1. | Acknowledgment; Acceptance. Assignee acknowledges and accepts receipt of the Shares from Assignor as a bona fide gift. | |
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2.
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Agreement.
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a. Assignee
hereby agrees that the Shares are subject
to certain transfer restrictions described herein, contained in the
Company’s charter documents, and pursuant to applicable law (the “Transfer
Restrictions”) and
agrees to be bound by the Transfer Restrictions.
b. Assignee
hereby makes the investment representations listed on Exhibit A to
Assignor as of the date of this Assignment of Rights Agreement and agrees that
such representations are incorporated into this Assignment of Rights Agreement
by this reference, such that Assignor may rely on them in donating the
Shares.
c. Assignee
further agrees that to ensure compliance with the Transfer Restrictions,
Assignor may request the Company to issue appropriate “stop transfer”
instructions to its transfer agent, if any.
d. Assignee understands and agrees that
Assignor shall cause the
Company to place the legend set forth below, or substantially equivalent legend,
upon any certificate(s) evidencing ownership of the Shares, together with any other legend that
may be required by the Company or by applicable state or federal securities
laws:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144
PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
3. Notice. Any
notice required or permitted by the Agreement(s) shall be given to Assignee at
the address set forth below Assignee’s signature.
This
Assignment of Rights Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. This Assignment of Rights Agreement is executed
and delivered effective as of this 29th day of June 2010.
| ASSIGNOR: | Accepted and Agreed: | |||
| Xxxxx Xxxx | WEIKING BIO-TECHNOLOGY GROUP CO., INC. | |||
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/s/
Xxxxx Xxxx
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By: |
/s/
Xxx Xxxx
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Title
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Chairman |
| ASSIGNEE: | ||||
| Lucky Wheel Limited | ||||
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/s/
Xxx
Xxxx
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By: Xxx Xxxx
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| Title: Executive Director |
X.X. Xxx
000, Xxxxxxxx Xxxxxxxxxxxxxx Xxxxxx,
Xxxx
Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
Phone: 00-00-00000000
Facsimile:
00-00-00000000
EXHIBIT
A
WEIKING
BIO-TECHNOLOGY GROUP CO., INC.
INVESTMENT REPRESENTATION
STATEMENT
In
connection with the transfer of 22,925,200 shares of Common Stock (the “Shares”)
of Weikang Bio-Technology Group Co., Inc. (the “Company”), Xxxxx Xxxx (the
“Assignor”) and Lucky Wheel Limited (the “Assignee”), Assignee represents to the
Company the following:
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a.
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Assignee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Shares. Assignee is
acquiring the Shares for investment for Assignee’s own account only and
not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”).
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b.
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Assignee
understands that the Securities have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of its
investment intent as expressed herein. In this connection, Assignee
understands that, in the view of the Securities and Exchange Commission
(the “SEC”), the statutory basis for such exemption may be unavailable if
its representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other
fixed period in the future.
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c.
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Assignee
further acknowledges and understands that the Shares must be held
indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is
available. Assignee further acknowledges and understands that
the Company is under no obligation to register the
Shares. Assignee understands that the certificate evidencing
the Shares will be imprinted with one or more federal or state legends
which prohibit the transfer of the Shares unless they are registered or
such registration is not required in the opinion of counsel satisfactory
to the Company.
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d.
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Assignee
is familiar with the provisions of Rule 144, promulgated under the
Securities Act, which, in substance, permits limited public resale of
“restricted securities” acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain conditions, including, among other
things: (1) The availability of certain public information
about the Company; (2) the resale occurring not less than one
year after the party has purchased, and made full payment for, within the
meaning of Rule 144, the securities to be sold; and, in the case of
an affiliate, or of a non-affiliate who has held the securities less than
two years, (3) the sale being made through a broker in an unsolicited
“broker’s transaction” or in transactions directly with a market maker, as
said term is defined under the Securities Exchange Act of 1934 (the
“Exchange Act”) and the amount of securities being sold during any three
month period not exceeding the specified limitations stated therein, if
applicable. There can be no assurances that the requirements of
Rule 144 will be met, or that the Securities will ever be
saleable.
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e.
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Assignee
further understand that at the time it wishes to sell the Securities,
there may be no public market upon which to make such a sale, and that,
even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144, and
that, in such event, Assignee would be precluded from selling the
Securities under Rule 144 even if the one-year minimum holding period had
been satisfied.
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f.
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Assignee
further understands that in the event all of the applicable requirements
of Rule 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not
exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant
to Rule 144 will have a substantial burden of proof in establishing that
an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such
transactions do so at their own risk. Assignee understands that
no assurances can be given that any such other registration exemption will
be available in such event.
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Dated as
of: June 29, 2010
| ASSIGNEE: | |||
| Lucky Wheel Limited | |||
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By:
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/s/ Xxx Xxxx | |
| Xxx Xxxx | |||
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Title: Executive
Director
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