THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION
TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")) PURSUANT TO REGULATION S
UNDER THE 1933 ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 24th day of January, 2005
AMONG:
AUTOCARBON, INC., a corporation formed pursuant to the laws of the State of
Delaware and having an office for business located at 000 Xxxx 00xx Xxxxxx,
Xxxxx #0X, Xxx Xxxx, XX 00000
("Purchaser")
AND:
NATURAL PHARMATECH, INC., a body corporate formed pursuant to
the laws of the British Virgin Islands and having an office
for business located at Xxxx 0000, Xxxxx X, Xxxxxxxx, 00-00
Xxxx Xx Xxxxxx, Xxxx Xxxx
("Natural Pharmatech")
AND:
The shareholders of Natural Pharmatech, all of whom are set
forth on the signature page of this Agreement
(the "Sellers")
WHEREAS:
A. The Sellers own 43,850,000 Natural Pharmatech Shares, being 100% of the
presently issued and outstanding Natural Pharmatech Shares;
B. Purchaser is a reporting company whose common stock is quoted on the Pink
Sheets;
C. The respective Boards of Directors of Purchaser and Natural Pharmatech deem
it advisable and in the best interests of Purchaser and Natural Pharmatech that
Natural Pharmatech become a wholly owned subsidiary of Purchaser.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 In this Agreement the following terms will have the following meanings:
(a) "ACQUISITION" means the Acquisition, at the Closing, of
Natural Pharmatech by Purchaser pursuant to this Agreement;
(b) "ACQUISITION SHARES" means the eighty percent (80%) of the
Purchaser Common Shares to be issued to the Sellers at Closing
pursuant to the terms of the Acquisition;
(c) "AGREEMENT" means this share purchase agreement among
Purchaser, Natural Pharmatech, and the Sellers;
(d) "PURCHASER ACCOUNTS PAYABLE AND LIABILITIES" means all
accounts payable and liabilities of Purchaser, on a
consolidated basis, due and owing or otherwise constituting a
binding obligation of Purchaser and its subsidiaries (other
than a Purchaser Material Contract) as of September 30, 2004
as set forth is Schedule "K" hereto;
(e) "PURCHASER ACCOUNTS RECEIVABLE" means all accounts receivable
and other debts owing to Purchaser, on a consolidated basis,
as of September 30, 2004 as set forth in Schedule "L" hereto;
(f) "PURCHASER ASSETS" means the undertaking and all the property
and assets of the Purchaser Business of every kind and
description wheresoever situated including, without
limitation, Purchaser Equipment, Purchaser Inventory,
Purchaser Material Contracts, Purchaser Accounts Receivable,
Purchaser Cash, Purchaser Intangible Assets and Purchaser
Goodwill, and all credit cards, charge cards and banking cards
issued to Purchaser;
(g) "PURCHASER BANK ACCOUNTS" means all of the bank accounts, lock
boxes and safety deposit boxes of Purchaser and its
subsidiaries or relating to the Purchaser Business as set
forth in Schedule "M" hereto;
(h) "PURCHASER BUSINESS" means all aspects of any business
conducted by Purchaser and its subsidiaries;
(i) "PURCHASER CASH" means all cash on hand or on deposit to the
credit of Purchaser and its subsidiaries on the Closing Date;
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(j) "PURCHASER COMMON SHARES" means the outstanding shares of
common stock in the capital of Purchaser;
(k) "PURCHASER DEBT TO RELATED PARTIES" means the debts owed by
Purchaser to any affiliate, director or officer of Purchaser
as described in Schedule "N" hereto;
(l) "PURCHASER EQUIPMENT" means all machinery, equipment,
furniture, and furnishings used in the Purchaser Business,
including, without limitation, the items more particularly
described in Schedule "O" hereto;
(m) "PURCHASER FINANCIAL STATEMENTS" means, collectively, the
audited consolidated financial statements of Purchaser for the
fiscal years ended December 31, 2003 and 2002 together with
the unqualified auditors' report thereon, prepared in
accordance with Item 310 of Regulation SB, true copies of
which are attached as Schedule "J" hereto;
(n) "PURCHASER GOODWILL" means the goodwill of the Purchaser
Business including the right to all corporate, operating and
trade names associated with the Purchaser Business, or any
variations of such names as part of or in connection with the
Purchaser Business, all books and records and other
information relating to the Purchaser Business, all necessary
licenses and authorizations and any other rights used in
connection with the Purchaser Business;
(o) "PURCHASER INSURANCE POLICIES" means the public liability
insurance and insurance against loss or damage to the
Purchaser Assets and the Purchaser Business as described in
Schedule "P" hereto;
(p) "PURCHASER INTANGIBLE ASSETS" means all of the intangible
assets of Purchaser and its subsidiaries, including, without
limitation, Purchaser Goodwill, all trademarks, logos,
copyrights, designs, and other intellectual and industrial
property of Purchaser and its subsidiaries;
(q) "PURCHASER INVENTORY" means all inventory and supplies of the
Purchaser Business as of September 30, 2004, as set forth in
Schedule "Q" hereto;
(r) "PURCHASER MATERIAL CONTRACTS" means the burden and benefit of
and the right, title and interest of Purchaser and its
subsidiaries in, to and under all trade and non-trade
contracts, engagements or commitments, whether written or
oral, to which Purchaser or its subsidiaries are entitled
whereunder Purchaser or its subsidiaries are obligated to pay
or entitled to receive the sum of $10,000 or more including,
without limitation, any pension plans, profit sharing plans,
bonus plans, loan agreements, security agreements, indemnities
and guarantees, any agreements with employees, lessees,
licensees, managers, accountants, suppliers, agents,
distributors, officers, directors, attorneys or others which
cannot be terminated without liability on not more than one
month's notice, and those contracts listed in Schedule "R"
hereto; and
(s) "CLOSING" means the completion, on the Closing Date, of the
transactions contemplated hereby in accordance with Article 11
hereof;
(t) "CLOSING DATE" means the day on which all conditions precedent
to the completion of the transaction as contemplated hereby
have been satisfied or waived;
(u) "PLACE OF CLOSING" means the offices of Sichenzia Xxxx
Xxxxxxxx Xxxxxxx LLP, or such other place as Purchaser and
Natural Pharmatech may mutually agree upon;
-3-
(v) "STATE CORPORATION LAW" means the General Corporation Law of
the State of Delaware;
(w) "NATURAL PHARMATECH ACCOUNTS PAYABLE AND LIABILITIES" means
all accounts payable and liabilities of Natural Pharmatech, on
a consolidated basis, due and owing or otherwise constituting
a binding obligation of Natural Pharmatech and the Natural
Pharmatech Subsidiaries (other than a Natural Pharmatech
Material Contract) as of September 30, 2004 as set forth in
Schedule "B" hereto;
(x) "NATURAL PHARMATECH ACCOUNTS RECEIVABLE" means all accounts
receivable and other debts owing to Natural Pharmatech and the
Natural Pharmatech Subsidiaries, on a consolidated basis, as
of September 30, 2004 as set forth in Schedule "C" hereto;
(y) "NATURAL PHARMATECH ASSETS" means the undertaking and all the
property and assets of the Natural Pharmatech Business of
every kind and description wheresoever situated including,
without limitation, Natural Pharmatech Equipment, Natural
Pharmatech Inventory, Natural Pharmatech Material Contracts,
Natural Pharmatech Accounts Receivable, Natural Pharmatech
Cash, Natural Pharmatech Intangible Assets and Natural
Pharmatech Goodwill, and all credit cards, charge cards and
banking cards issued to Natural Pharmatech;
(z) "NATURAL PHARMATECH BANK ACCOUNTS" means all of the bank
accounts, lock boxes and safety deposit boxes of Natural
Pharmatech and the Natural Pharmatech Subsidiaries or relating
to the Natural Pharmatech Business as set forth in Schedule
"D" hereto;
(aa) "NATURAL PHARMATECH BUSINESS" means all aspects of the
business conducted by Natural Pharmatech and the Natural
Pharmatech Subsidiaries;
(bb) "NATURAL PHARMATECH CASH" means all cash on hand or on deposit
to the credit of Natural Pharmatech and the Natural Pharmatech
Subsidiaries on the Closing Date;
(cc) "NATURAL PHARMATECH DEBT TO RELATED PARTIES" means the debts
owed by Natural Pharmatech and its subsidiaries to the Sellers
or to any family member thereof, or to any affiliate, director
or officer of Natural Pharmatech or the Sellers as described
in Schedule "E";
(dd) "NATURAL PHARMATECH EQUIPMENT" means all machinery, equipment,
furniture, and furnishings used in the Natural Pharmatech
Business, including, without limitation, the items more
particularly described in Schedule "F" hereto;
(ee) "NATURAL PHARMATECH FINANCIAL STATEMENTS" means collectively,
the audited consolidated financial statements of Natural
Pharmatech for the period from inception through December 31,
2003 and for the Natural Pharmatech Subsidiaries for the
period from inception through December 31, 2003, prepared in
accordance with Item 310 of Regulation SB, true copies of
which are attached as Schedule "A" hereto;
(ff) "NATURAL PHARMATECH GOODWILL" means the goodwill of the
Natural Pharmatech Business together with the exclusive right
of Purchaser to represent itself as carrying on the Natural
Pharmatech Business in succession of Natural Pharmatech
subject to the terms hereof, and the right to use any words
-4-
indicating that the Natural Pharmatech Business is so carried
on including the right to use the name "Natural Pharmatech" or
any variation thereof as part of the name of or in connection
with the Natural Pharmatech Business or any part thereof
carried on or to be carried on by Natural Pharmatech, the
right to all corporate, operating and trade names associated
with the Natural Pharmatech Business, or any variations of
such names as part of or in connection with the Natural
Pharmatech Business, all telephone listings and telephone
advertising contracts, all lists of customers, books and
records and other information relating to the Natural
Pharmatech Business, all necessary licenses and authorizations
and any other rights used in connection with the Natural
Pharmatech Business;
(gg) "NATURAL PHARMATECH INSURANCE POLICIES" means the public
liability insurance and insurance against loss or damage to
Natural Pharmatech Assets and the Natural Pharmatech Business
as described in Schedule "G" hereto;
(hh) "NATURAL PHARMATECH INTANGIBLE ASSETS" means all of the
intangible assets of Natural Pharmatech and the Natural
Pharmatech Subsidiaries, including, without limitation,
Natural Pharmatech Goodwill, all trademarks, logos,
copyrights, designs, and other intellectual and industrial
property of Natural Pharmatech and the Natural Pharmatech
Subsidiaries;
(ii) "NATURAL PHARMATECH INVENTORY" means all inventory and
supplies of the Natural Pharmatech Business as of September
30, 2004 as set forth in Schedule "H" hereto;
(jj) "NATURAL PHARMATECH MATERIAL CONTRACTS" means the burden and
benefit of and the right, title and interest of Natural
Pharmatech and the Natural Pharmatech Subsidiaries in, to and
under all trade and non-trade contracts, engagements or
commitments, whether written or oral, to which Natural
Pharmatech or the Natural Pharmatech Subsidiaries is entitled
in connection with the Natural Pharmatech Business whereunder
Natural Pharmatech is obligated to pay or entitled to receive
the sum of $10,000 or more including, without limitation, any
pension plans, profit sharing plans, bonus plans, loan
agreements, security agreements, indemnities and guarantees,
any agreements with employees, lessees, licensees, managers,
accountants, suppliers, agents, distributors, officers,
directors, attorneys or others which cannot be terminated
without liability on not more than one month's notice, and
those contracts listed in Schedule "I" hereto;
(kk) "NATURAL PHARMATECH SHARES" means all of the issued and
outstanding shares of Natural Pharmatech's equity stock;
(ll) "NATURAL PHARMATECH SUBSIDIARIES" means Natural Pharmatech
(Jilin China) Co., Ltd., a corporation formed pursuant to the
laws of the People's Republic of China and a wholly-owned
subsidiary of Natural Pharmatech, and the following
subsidiaries of Natural Pharmatech (Jilin China) Co., Ltd.:
Jilin Xxx Xxx Xxxx Pharmacy Co., Ltd., a corporation formed
pursuant to the laws of the People's Republic of China and a
75% owned subsidiary of Natural Pharmatech (Jilin China) Co.,
Ltd.; Jilin Xx Xxx Tang Pharmacy Co., Ltd., a corporation
formed pursuant to the laws of the People's Republic of China
and a 95% owned subsidiary of Natural Pharmatech (Jilin China)
Co., Ltd.; Jilin Xxxx Xxx Drug Safety Evaluation Co., Ltd., a
corporation formed pursuant to the laws of the People's
Republic of China and a 99.5% owned subsidiary of Natural
Pharmatech (Jilin China) Co., Ltd.; and Jilin Mai Di Xing
Medication Development Co., Ltd., a corporation formed
pursuant to the laws of the People's Republic of China and a
51% owned subsidiary of Natural Pharmatech (Jilin China) Co.,
Ltd.;
-5-
Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.
CAPTIONS AND SECTION NUMBERS
1.2 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.
SECTION REFERENCES AND SCHEDULES
1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement.
The Schedules to this Agreement are as follows:
Information concerning Natural Pharmatech
Schedule "A" Natural Pharmatech Financial Statements
Schedule "B" Natural Pharmatech Accounts Payable and Liabilities
Schedule "C" Natural Pharmatech Accounts Receivable
Schedule "D" Natural Pharmatech Bank Accounts
Schedule "E" Natural Pharmatech Debts to Related Parties
Schedule "F" Natural Pharmatech Equipment
Schedule "G" Natural Pharmatech Insurance Policies
Schedule "H" Natural Pharmatech Inventory
Schedule "I" Natural Pharmatech Material Contracts
Information concerning Purchaser
Schedule "J" Purchaser Financial Statements
Schedule "K" Purchaser Accounts Payable and Liabilities
Schedule "L" Purchaser Accounts Receivable
Schedule "M" Purchaser Bank Accounts
Schedule "N" Purchaser Debts to Related Parties
Schedule "O" Purchaser Equipment
Schedule "P" Purchaser Insurance Policies
Schedule "Q" Purchaser Inventory
Schedule "R" Purchaser Material Contracts
Information concerning Sellers
Schedule "S" Investor Questionnaire
SEVERABILITY OF CLAUSES
1.4 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.
-6-
ARTICLE 2
THE ACQUISITION
SALE OF SHARES
2.1 The Sellers hereby agree to sell to Purchaser the Natural Pharmatech Shares
in exchange for the Acquisition Shares on the Closing Date and to transfer to
Purchaser on the Closing Date a 100% undivided interest in and to the Natural
Pharmatech Shares free from all liens, mortgages, charges, pledges, encumbrances
or other burdens with all rights now or thereafter attached thereto.
ALLOCATION OF CONSIDERATION
2.2 The Acquisition Shares shall be allocated to the Sellers on the basis of
0.3125 Acquisition Shares for each one Natural Pharmatech Share held by a
Seller.
ADHERENCE WITH APPLICABLE SECURITIES LAWS
2.3 The Sellers agree that they are acquiring the Acquisition Shares in an
offshore transaction pursuant to Regulation S, promulgated under the Securities
Act of 1933, as amended, and hereby represent to Purchaser as follows:
(a) Each Seller is outside the United States when receiving and
executing this Agreement;
(b) Each Seller is not aware of any advertisement of any of the
Acquisition Shares;
(c) Each Seller has not acquired the Acquisition Shares as a
result of, and will not itself engage in, any "directed
selling efforts" (as defined in Regulation S under the
Securities Act of 1933, as amended) in the United States in
respect of the Acquisition Shares which would include any
activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the
market in the United States for the resale of the Acquisition
Shares; provided, however, that the Sellers may sell or
otherwise dispose of the Acquisition Shares pursuant to
registration of the Acquisition Shares pursuant to the
Securities Act of 1933, as amended, and any applicable state
and provincial securities laws or under an exemption from such
registration requirements and as otherwise provided herein;
(d) Each Seller agrees that Purchaser will refuse to register any
transfer of the Acquisition Shares not made in accordance with
the provision of Regulation S, pursuant to an effective
registration statement under the Securities Act of 1933, as
amended, or pursuant to an available exemption from the
registration requirements of the Securities Act of 1933 and in
accordance with applicable state and provincial securities
laws.
2.4 The Sellers understand and agree that offers and sales of any of the
Acquisition Shares, prior to the expiration of a period of one year after the
date of transfer of the Acquisition Shares (the "Distribution Compliance
Period"), shall only be made in compliance with the safe harbor provisions set
forth in Regulation S, pursuant to the registration provisions of the Securities
Act of 1933, as amended, or an exemption therefrom, and that all offers and
sales after the Distribution Compliance Period shall be made only in compliance
with the registration provisions of the Securities Act of 1933, as amended, or
an exemption therefrom, and in each case only in accordance with all applicable
securities laws.
-7-
2.5 The Sellers understand and agree not to engage in any hedging transactions
involving the Acquisition Shares, prior to the end of the Distribution
Compliance Period unless such transactions are in compliance with the Securities
Act of 1933, as amended.
2.6 The Sellers hereby acknowledge that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Acquisition Shares
will bear a legend in substantially the following form:
THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT
TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD
IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN ACCORDANCE WITH THE 1933 ACT.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
REPRESENTATIONS AND WARRANTIES
3.1 Purchaser hereby represents and warrants in all material respects to Natural
Pharmatech and the Sellers, with the intent that Natural Pharmatech and the
Sellers will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:
PURCHASER - CORPORATE STATUS AND CAPACITY
(a) Incorporation. Purchaser is a corporation duly incorporated
and validly subsisting under the laws of the State of
Delaware, and is in good standing with the office of the
Secretary of State for the State of Delaware;
(b) Carrying on Business. Purchaser conducts the business
described in its filings with the Securities and Exchange
Commission and does not conduct any other business;
(c) Corporate Capacity. Purchaser has the corporate power,
capacity and authority to own the Purchaser Assets and to
enter into and complete this Agreement;
(d) Reporting Status; Listing. Purchaser is required to file
current reports with the Securities and Exchange Commission
pursuant to section 15(d) of the Securities Exchange Act of
1934, as amended, the Purchaser Common Shares are quoted on
the Pink Sheets, and all reports required to be filed by
Purchaser with the Securities and Exchange Commission or NASD
have been timely filed;
-8-
PURCHASER - CAPITALIZATION
(e) Authorized Capital. The authorized capital of Purchaser
consists of 100,000,000 Purchaser Common Shares, $0.0001 par
value, of which 34,156,125 Purchaser Common Shares are
presently issued and outstanding;
(f) No Option, Warrant or Other Right. No person, firm or
corporation has any agreement, option, warrant, preemptive
right or any other right capable of becoming an agreement,
option, warrant or right for the acquisition of Purchaser
Common Shares or for the purchase, subscription or issuance of
any of the unissued shares in the capital of Purchaser;
PURCHASER - RECORDS AND FINANCIAL STATEMENTS
(g) Charter Documents. The charter documents of Purchaser have not
been altered since the incorporation of each, respectively,
except as filed in the record books of Purchaser;
(h) Corporate Minute Books. The corporate minute books of
Purchaser and its subsidiaries are complete and each of the
minutes contained therein accurately reflect the actions that
were taken at a duly called and held meeting or by consent
without a meeting. All actions by Purchaser and its
subsidiaries which required director or shareholder approval
are reflected on the corporate minute books of Purchaser and
its subsidiaries. Purchaser and its subsidiaries are not in
violation or breach of, or in default with respect to, any
term of their respective Certificates of Incorporation (or
other charter documents) or by-laws.
(i) Purchaser Financial Statements. The Purchaser Financial
Statements present fairly, in all material respects, the
assets and liabilities (whether accrued, absolute, contingent
or otherwise) of Purchaser, on a consolidated basis, as of the
respective dates thereof, and the sales and earnings of the
Purchaser Business during the periods covered thereby, in all
material respects and have been prepared in substantial
accordance with generally accepted accounting principles
consistently applied;
(j) Purchaser Accounts Payable and Liabilities. There are no
material liabilities, contingent or otherwise, of Purchaser or
its subsidiaries which are not disclosed in Schedule "K"
hereto or reflected in the Purchaser Financial Statements
except those incurred in the ordinary course of business since
the date of the said schedule and the Purchaser Financial
Statements, and neither Purchaser nor its subsidiaries have
guaranteed or agreed to guarantee any debt, liability or other
obligation of any person, firm or corporation. Without
limiting the generality of the foregoing, all accounts payable
and liabilities of Purchaser as of September 30, 2004, are
described in Schedule "K" hereto;
(k) Purchaser Accounts Receivable. All the Purchaser Accounts
Receivable result from bona fide business transactions and
services actually rendered without, to the knowledge and
belief of Purchaser, any claim by the obligor for set-off or
counterclaim. Without limiting the generality of the
foregoing, all accounts receivable of Purchaser as of October
31, 2004, are described in Schedule "L" hereto;
-9-
(l) Purchaser Bank Accounts. All of the Purchaser Bank Accounts,
their location, numbers and the authorized signatories thereto
are as set forth in Schedule "M" hereto;
(m) No Debt to Related Parties. Except as disclosed in Schedule
"N" hereto, neither Purchaser nor any of its subsidiaries is,
and on Closing will not be, indebted to any affiliate,
director or officer of Purchaser except accounts payable on
account of bona fide business transactions of Purchaser
incurred in normal course of the Purchaser Business, including
employment agreements, none of which are more than 30 days in
arrears;
(n) No Related Party Debt to Purchaser. No director or officer or
affiliate of Purchaser is now indebted to or under any
financial obligation to Purchaser or any subsidiary on any
account whatsoever, except for advances on account of travel
and other expenses not exceeding $1,000 in total;
(o) No Dividends. No dividends or other distributions on any
shares in the capital of Purchaser have been made, declared or
authorized since the date of Purchaser Financial Statements;
(p) No Payments. No payments of any kind have been made or
authorized since the date of the Purchaser Financial
Statements to or on behalf of officers, directors,
shareholders or employees of Purchaser or its subsidiaries or
under any management agreements with Purchaser or its
subsidiaries, except payments made in the ordinary course of
business and at the regular rates of salary or other
remuneration payable to them;
(q) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation
plans affecting Purchaser;
(r) No Adverse Events. Since the date of the Purchaser Financial
Statements
(i) there has not been any material adverse change in the
consolidated financial position or condition of
Purchaser, its subsidiaries, its liabilities or the
Purchaser Assets or any damage, loss or other change
in circumstances materially affecting Purchaser, the
Purchaser Business or the Purchaser Assets or
Purchaser' right to carry on the Purchaser Business,
other than changes in the ordinary course of
business,
(ii) there has not been any damage, destruction, loss or
other event (whether or not covered by insurance)
materially and adversely affecting Purchaser, its
subsidiaries, the Purchaser Business or the Purchaser
Assets,
(iii) there has not been any material increase in the
compensation payable or to become payable by
Purchaser to any of Purchaser' officers, employees or
agents or any bonus, payment or arrangement made to
or with any of them,
(iv) the Purchaser Business has been and continues to be
carried on in the ordinary course,
(v) Purchaser has not waived or surrendered any right of
material value,
(vi) neither Purchaser nor its subsidiaries have
discharged or satisfied or paid any lien or
encumbrance or obligation or liability other than
current liabilities in the ordinary course of
business, and
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(vii) no capital expenditures in excess of $10,000
individually or $30,000 in total have been authorized
or made.
PURCHASER - INCOME TAX MATTERS
(s) Tax Returns. All tax returns and reports of Purchaser and its
subsidiaries required by law to be filed have been filed and
are true, complete and correct, and any taxes payable in
accordance with any return filed by Purchaser and its
subsidiaries or in accordance with any notice of assessment or
reassessment issued by any taxing authority have been so paid;
(t) Current Taxes. Adequate provisions have been made for taxes
payable for the current period for which tax returns are not
yet required to be filed and there are no agreements, waivers,
or other arrangements providing for an extension of time with
respect to the filing of any tax return by, or payment of, any
tax, governmental charge or deficiency by Purchaser or its
subsidiaries. Purchaser is not aware of any contingent tax
liabilities or any grounds which would prompt a reassessment
including aggressive treatment of income and expenses in
filing earlier tax returns;
PURCHASER - APPLICABLE LAWS AND LEGAL MATTERS
(u) Licenses. Purchaser and its subsidiaries hold all licenses and
permits as may be requisite for carrying on the Purchaser
Business in the manner in which it has heretofore been carried
on, which licenses and permits have been maintained and
continue to be in good standing except where the failure to
obtain or maintain such licenses or permits would not have a
material adverse effect on the Purchaser Business;
(v) Applicable Laws. Neither Purchaser nor its subsidiaries have
been charged with or received notice of breach of any laws,
ordinances, statutes, regulations, by-laws, orders or decrees
to which they are subject or which apply to them the violation
of which would have a material adverse effect on the Purchaser
Business, and to Purchaser' knowledge, neither Purchaser nor
its subsidiaries are in breach of any laws, ordinances,
statutes, regulations, bylaws, orders or decrees the
contravention of which would result in a material adverse
impact on the Purchaser Business;
(w) Pending or Threatened Litigation. There is no material
litigation or administrative or governmental proceeding
pending or threatened against or relating to Purchaser, its
subsidiaries, the Purchaser Business, or any of the Purchaser
Assets nor does Purchaser have any knowledge of any deliberate
act or omission of Purchaser or its subsidiaries that would
form any material basis for any such action or proceeding;
(x) No Bankruptcy. Neither Purchaser nor its subsidiaries have
made any voluntary assignment or proposal under applicable
laws relating to insolvency and bankruptcy and no bankruptcy
petition has been filed or presented against Purchaser or its
subsidiaries and no order has been made or a resolution passed
for the winding-up, dissolution or liquidation of Purchaser or
its subsidiaries;
(y) Labor Matters. Neither Purchaser nor its subsidiaries are
party to any collective agreement relating to the Purchaser
Business with any labor union or other association of
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employees and no part of the Purchaser Business has been
certified as a unit appropriate for collective bargaining or,
to the knowledge of Purchaser, has made any attempt in that
regard;
(z) Finder's Fees. Neither Purchaser nor its subsidiaries are
party to any agreement which provides for the payment of
finder's fees, brokerage fees, commissions or other fees or
amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement
and the transactions contemplated herein;
EXECUTION AND PERFORMANCE OF AGREEMENT
(aa) Authorization and Enforceability. The execution and delivery
of this Agreement, and the completion of the transactions
contemplated hereby, have been duly and validly authorized by
all necessary corporate action on the part of Purchaser;
(bb) No Violation or Breach. The execution and performance of this
Agreement will not:
(i) violate the charter documents of Purchaser or result
in any breach of, or default under, any loan
agreement, mortgage, deed of trust, or any other
agreement to which Purchaser or its subsidiaries are
party,
(ii) give any person any right to terminate or cancel any
agreement including, without limitation, the
Purchaser Material Contracts, or any right or rights
enjoyed by Purchaser or its subsidiaries,
(iii) result in any alteration of Purchaser's or its
subsidiaries' obligations under any agreement to
which Purchaser or its subsidiaries are party
including, without limitation, the Purchaser Material
Contracts,
(iv) result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever
in favor of a third party upon or against the
Purchaser Assets,
(v) result in the imposition of any tax liability to
Purchaser or its subsidiaries relating to the
Purchaser Assets, or
(vi) violate any court order or decree to which either
Purchaser or its subsidiaries are subject;
THE PURCHASER ASSETS - OWNERSHIP AND CONDITION
(cc) Business Assets. The Purchaser Assets comprise all of the
property and assets of the Purchaser Business, and no other
person, firm or corporation owns any assets used by Purchaser
or its subsidiaries in operating the Purchaser Business,
whether under a lease, rental agreement or other arrangement,
other than as disclosed in Schedules "O" or "R" hereto;
(dd) Title. Purchaser or its subsidiaries are the legal and
beneficial owner of the Purchaser Assets, free and clear of
all mortgages, liens, charges, pledges, security interests,
encumbrances or other claims whatsoever, save and except as
disclosed in Schedules "O" or "R" hereto;
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(ee) No Option. No person, firm or corporation has any agreement or
option or a right capable of becoming an agreement for the
purchase of any of the Purchaser Assets;
(ff) Purchaser Insurance Policies. Purchaser and its subsidiaries
maintain the public liability insurance and insurance against
loss or damage to the Purchaser Assets and the Purchaser
Business as described in Schedule "P" hereto;
(gg) Purchaser Material Contracts. The Purchaser Material Contracts
listed in Schedule "R" constitute all of the material
contracts of Purchaser and its subsidiaries;
(hh) No Default. There has not been any default in any material
obligation of Purchaser or any other party to be performed
under any of the Purchaser Material Contracts, each of which
is in good standing and in full force and effect and unamended
(except as disclosed in Schedule "R" hereto), and Purchaser is
not aware of any default in the obligations of any other party
to any of the Purchaser Material Contracts;
(ii) No Compensation on Termination. There are no agreements,
commitments or understandings relating to severance pay or
separation allowances on termination of employment of any
employee of Purchaser or its subsidiaries. Neither Purchaser
nor its subsidiaries are obliged to pay benefits or share
profits with any employee after termination of employment
except as required by law;
PURCHASER ASSETS - PURCHASER EQUIPMENT
(jj) Purchaser Equipment. The Purchaser Equipment has been
maintained in a manner consistent with that of a reasonably
prudent owner and such equipment is in good working condition;
PURCHASER ASSETS - PURCHASER GOODWILL AND OTHER ASSETS
(kk) Purchaser Goodwill. Purchaser and its subsidiaries do not
carry on the Purchaser Business under any other business or
trade names. Purchaser does not have any knowledge of any
infringement by Purchaser or its subsidiaries of any patent,
trademarks, copyright or trade secret;
THE PURCHASER BUSINESS
(ll) Maintenance of Business. Since the date of the Purchaser
Financial Statements, Purchaser and its subsidiaries have not
entered into any material agreement or commitment except in
the ordinary course and except as disclosed herein;
(mm) Subsidiaries. Purchaser does not own any subsidiaries and does
not otherwise own, directly or indirectly, any shares or
interest in any other corporation, partnership, joint venture
or firm; and
PURCHASER - ACQUISITION SHARES
(nn) Acquisition Shares. The Acquisition Shares when delivered to
the holders of Natural Pharmatech Shares pursuant to the
Acquisition shall be validly issued and outstanding as fully
paid and non-assessable shares and the Acquisition Shares
shall be transferable upon the books of Purchaser, in all
cases subject to the provisions and restrictions of all
applicable securities laws.
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XXX-XXXXXX AND SURVIVAL
3.2 The representations and warranties of Purchaser contained herein will be
true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by Natural Pharmatech or
the Sellers, the representations and warranties of Purchaser shall survive the
Closing.
INDEMNITY
3.3 Purchaser agrees to indemnify and save harmless Natural Pharmatech and the
Sellers from and against any and all claims, demands, actions, suits,
proceedings, assessments, judgments, damages, costs, losses and expenses,
including any payment made in good faith in settlement of any claim (subject to
the right of Purchaser to defend any such claim), resulting from the breach by
it of any representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by Purchaser to Natural Pharmatech or the Sellers
hereunder.
ARTICLE 4
COVENANTS OF PURCHASER
COVENANTS
4.1 Purchaser covenants and agrees with Natural Pharmatech and the Sellers that
it will:
(a) Conduct of Business. Until the Closing, conduct the Purchaser
Business diligently and in the ordinary course consistent with
the manner in which the Purchaser Business generally has been
operated up to the date of execution of this Agreement;
(b) Preservation of Business. Until the Closing, use its best
efforts to preserve the Purchaser Business and the Purchaser
Assets and, without limitation, preserve for Natural
Pharmatech Purchaser's and its subsidiaries' relationships
with any third party having business relations with them;
(c) Access. Until the Closing, give Natural Pharmatech, the
Sellers, and their representatives full access to all of the
properties, books, contracts, commitments and records of
Purchaser, and furnish to Natural Pharmatech, the Sellers and
their representatives all such information as they may
reasonably request; and
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party
consents required to permit the Acquisition and to preserve
and maintain the Purchaser Assets notwithstanding the change
in control of Natural Pharmatech arising from the Acquisition.
AUTHORIZATION
4.2 Purchaser hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting Purchaser and its subsidiaries to release any and
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all information in their possession respecting Purchaser and its subsidiaries to
Natural Pharmatech. Purchaser shall promptly execute and deliver to Natural
Pharmatech any and all consents to the release of information and specific
authorizations which Natural Pharmatech reasonably requires to gain access to
any and all such information.
SURVIVAL
4.3 The covenants set forth in this Article shall survive the Closing for the
benefit of Natural Pharmatech and the Sellers.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
THE SELLERS
REPRESENTATIONS AND WARRANTIES
5.1 The Sellers hereby jointly and severally represent and warrant in all
material respects to Purchaser, with the intent that it will rely thereon in
entering into this Agreement and in approving and completing the transactions
contemplated hereby, that:
NATURAL PHARMATECH - CORPORATE STATUS AND CAPACITY
(a) Incorporation. Natural Pharmatech is a corporation duly
incorporated and validly subsisting under the laws of the
British Virgin Islands;
(b) Carrying on Business. Natural Pharmatech was formed on Feb. 2,
2004 for the sole purpose of holding all of the issued and
outstanding shares of capital stock of the Natural Pharmatech
Subsidiaries. Since the date of its inception, other than in
connection with this Agreement, Natural Pharmatech has
conducted no business or operations other than its ownership
of the Natural Pharmatech Subsidiaries. The nature of the
Natural Pharmatech Business does not require Natural
Pharmatech to register or otherwise be qualified to carry on
business in any other jurisdiction;
(c) Legal Capacity. Natural Pharmatech has the legal power,
capacity and authority to own the Natural Pharmatech
Subsidiaries and to enter into and complete this Agreement;
THE NATURAL PHARMATECH SUBSIDIARIES - CORPORATE STATUS AND CAPACITY
(d) Incorporation. Each of the Natural Pharmatech Subsidiaries is
a company duly formed and validly subsisting under the laws of
their respective jurisdiction of organization;
(e) Carrying on Business. The Natural Pharmatech Subsidiaries
carry on the Natural Pharmatech Business primarily in the
People's Republic of China and do not carry on any material
business activity in any other jurisdiction. The Natural
Pharmatech Subsidiaries are duly authorized to carry on the
Natural Pharmatech Business in the People's Republic of China.
The nature of the Natural Pharmatech Business does not require
the Natural Pharmatech Subsidiaries to register or otherwise
be qualified to carry on business in any other jurisdiction;
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(f) Legal Capacity. Each of the Natural Pharmatech Subsidiaries
has the legal power, capacity and authority to own Natural
Pharmatech Assets and to carry on the Business of Natural
Pharmatech;
NATURAL PHARMATECH - CAPITALIZATION
(g) Authorized Capital. The authorized capital of Natural
Pharmatech consists of 100,000,000 shares of common stock,
USD$0.01 par value per share;
(h) Ownership of Natural Pharmatech Shares. The issued and
outstanding share capital of Natural Pharmatech will on
Closing consist of 43,850,000 common shares (being the Natural
Pharmatech Shares), which shares on Closing shall be validly
issued and outstanding as fully paid and non-assessable
shares. The Sellers will be at Closing the registered and
beneficial owners of the 43,850,000 Natural Pharmatech Shares.
The Natural Pharmatech Shares owned by the Sellers will on
Closing be free and clear of any and all liens, charges,
pledges, encumbrances, restrictions on transfer and adverse
claims whatsoever;
(i) No Option, Warrant or Other Right. No person, firm or
corporation has any agreement, option, warrant, preemptive
right or any other right capable of becoming an agreement,
option, warrant or right for the acquisition of Natural
Pharmatech Shares held by the Sellers or for the purchase,
subscription or issuance of any of the unissued shares in the
capital of Natural Pharmatech;
(j) No Restrictions. There are no restrictions on the transfer,
sale or other disposition of Natural Pharmatech Shares
contained in the charter documents of Natural Pharmatech or
under any agreement;
THE NATURAL PHARMATECH SUBSIDIARIES - CAPITALIZATION OF NATURAL PHARMATECH
(JILIN CHINA) CO., LTD.
(k) Ownership of Shares of Natural Pharmatech (Jilin China) Co.,
Ltd. The registered capital of Natural Pharmatech (Jilin
China) Co., Ltd. will on Closing consist of $5,300,000, which
shares on Closing shall be validly issued and outstanding as
fully paid and non-assessable shares. Natural Pharmatech will
be at Closing the registered and beneficial owner of all of
the shares of Natural Pharmatech (Jilin China) Co., Ltd., and
such shares will on Closing be free and clear of any and all
liens, charges, pledges, encumbrances, restrictions on
transfer and adverse claims whatsoever;
(l) No Option, Warrant or Other Right - Natural Pharmatech (Jilin
China) Co., Ltd. No person, firm or corporation has any
agreement, option, warrant, preemptive right or any other
right capable of becoming an agreement, option, warrant or
right for the acquisition of shares of Natural Pharmatech
(Jilin China) Co., Ltd. held by Natural Pharmatech or for the
purchase, subscription or issuance of any of the unissued
shares in the capital of Natural Pharmatech (Jilin China) Co.,
Ltd.;
THE NATURAL PHARMATECH SUBSIDIARIES - CAPITALIZATION OF JILIN XXX XXX XXXX
PHARMACY CO., LTD.
(m) Ownership of Shares of Jilin Xxx Xxx Tang Pharmacy Co., Ltd.
The registered capital of Jilin Xxx Xxx Xxxx Pharmacy Co.,
Ltd. will on Closing consist of HK$20,000,000, which shares on
Closing shall be validly issued and outstanding as fully paid
and non-assessable shares. Natural Pharmatech (Jilin China)
Co., Ltd. will be at Closing the registered and beneficial
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owner of 75% of the issued and outstanding shares of Jilin Xxx
Xxx Tang Pharmacy Co., Ltd., and such shares will on Closing
be free and clear of any and all liens, charges, pledges,
encumbrances, restrictions on transfer and adverse claims
whatsoever;
(n) No Option, Warrant or Other Right - Jilin Xxx Xxx Xxxx
Pharmacy Co., Ltd. No person, firm or corporation has any
agreement, option, warrant, preemptive right or any other
right capable of becoming an agreement, option, warrant or
right for the acquisition of shares of Jilin Xxx Xxx Tang
Pharmacy Co., Ltd. held by Natural Pharmatech (Jilin China)
Co., Ltd. or for the purchase, subscription or issuance of any
of the unissued shares in the capital of Jilin Xxx Xxx Xxxx
Pharmacy Co., Ltd.;
THE NATURAL PHARMATECH SUBSIDIARIES - CAPITALIZATION OF JILIN XX XXX TANG
PHARMACY CO., LTD.
(o) Ownership of Shares of Jilin Xx Xxx Xxxx Pharmacy Co., Ltd.
The registered capital of Jilin Xx Xxx Tang Pharmacy Co., Ltd.
will on Closing consist of RMB10,000,000, which shares on
Closing shall be validly issued and outstanding as fully paid
and non-assessable shares. Natural Pharmatech (Jilin China)
Co., Ltd. will be at Closing the registered and beneficial
owner of 95% of the issued and outstanding shares of Jilin Xx
Xxx Xxxx Pharmacy Co., Ltd., and such shares will on Closing
be free and clear of any and all liens, charges, pledges,
encumbrances, restrictions on transfer and adverse claims
whatsoever;
(p) No Option, Warrant or Other Right - Jilin Xx Xxx Tang Pharmacy
Co., Ltd. No person, firm or corporation has any agreement,
option, warrant, preemptive right or any other right capable
of becoming an agreement, option, warrant or right for the
acquisition of shares of Jilin Xx Xxx Xxxx Pharmacy Co., Ltd.
held by Natural Pharmatech (Jilin China) Co., Ltd. or for the
purchase, subscription or issuance of any of the unissued
shares in the capital of Jilin Xx Xxx Tang Pharmacy Co., Ltd.;
THE NATURAL PHARMATECH SUBSIDIARIES - CAPITALIZATION OF JILIN XXXX XXX DRUG
SAFETY EVALUATION CO., LTD.
(q) Ownership of Shares of Jilin Xxxx Xxx Drug Safety Evaluation
Co., Ltd. The registered capital of Jilin Xxxx Xxx Drug Safety
Evaluation Co., Ltd. will on Closing consist of RMB4,340,000,
which shares on Closing shall be validly issued and
outstanding as fully paid and non-assessable shares. Natural
Pharmatech (Jilin China) Co., Ltd. will be at Closing the
registered and beneficial owner of 99.5% of the issued and
outstanding shares of Jilin Xxxx Xxx Drug Safety Evaluation
Co., Ltd., and such shares will on Closing be free and clear
of any and all liens, charges, pledges, encumbrances,
restrictions on transfer and adverse claims whatsoever;
(r) No Option, Warrant or Other Right - Jilin Xxxx Xxx Drug Safety
Evaluation Co., Ltd. No person, firm or corporation has any
agreement, option, warrant, preemptive right or any other
right capable of becoming an agreement, option, warrant or
right for the acquisition of shares of Jilin Xxxx Xxx Drug
Safety Evaluation Co., Ltd. held by Natural Pharmatech (Jilin
China) Co., Ltd. or for the purchase, subscription or issuance
of any of the unissued shares in the capital of Jilin Xxxx Xxx
Drug Safety Evaluation Co., Ltd.;
THE NATURAL PHARMATECH SUBSIDIARIES - CAPITALIZATION OF JILIN MAI DI XING
MEDICATION DEVELOPMENT CO., LTD.
(s) Ownership of Shares of Jilin Mai Di Xing Medication
Development Co., Ltd. The registered capital of Jilin Mai Di
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Xing Medication Development Co., Ltd. will on Closing consist
of RMB1,000,000, which shares on Closing shall be validly
issued and outstanding as fully paid and non-assessable
shares. Natural Pharmatech (Jilin China) Co., Ltd. will be at
Closing the registered and beneficial owner of 51% of the
issued and outstanding shares of Jilin Mai Di Xing Medication
Development Co., Ltd., and such shares will on Closing be free
and clear of any and all liens, charges, pledges,
encumbrances, restrictions on transfer and adverse claims
whatsoever;
(t) No Option, Warrant or Other Right - Jilin Mai Di Xing
Medication Development Co., Ltd. No person, firm or
corporation has any agreement, option, warrant, preemptive
right or any other right capable of becoming an agreement,
option, warrant or right for the acquisition of shares of
Jilin Mai Di Xing Medication Development Co., Ltd. held by
Natural Pharmatech (Jilin China) Co., Ltd. or for the
purchase, subscription or issuance of any of the unissued
shares in the capital of Jilin Mai Di Xing Medication
Development Co., Ltd.;
NATURAL PHARMATECH - RECORDS AND FINANCIAL STATEMENTS
(u) Charter Documents. The charter documents of Natural Pharmatech
have not been altered since its incorporation date, except as
filed in the record books of Natural Pharmatech;
(v) Corporate Minute Books. The corporate minute books of Natural
Pharmatech and the Natural Pharmatech Subsidiaries are
complete and each of the minutes contained therein accurately
reflect the actions that were taken at a duly called and held
meeting or by consent without a meeting. All actions by
Natural Pharmatech and the Natural Pharmatech Subsidiaries
which required director or shareholder approval are reflected
on the corporate minute books of Natural Pharmatech and the
Natural Pharmatech Subsidiaries. Neither Natural Pharmatech
nor the Natural Pharmatech Subsidiaries are in violation or
breach of, or in default with respect to, any term of their
respective Certificates of Incorporation (or other charter
documents) or by-laws.
(w) Natural Pharmatech Financial Statements. The Natural
Pharmatech Financial Statements present fairly, in all
material respects, the assets and liabilities (whether
accrued, absolute, contingent or otherwise) of Natural
Pharmatech and the Natural Pharmatech Subsidiaries, on a
consolidated basis, as of the respective dates thereof, and
the sales and earnings of the Natural Pharmatech Business
during the periods covered thereby, in all material respects,
and have been prepared in substantial accordance with
generally accepted accounting principles consistently applied;
(x) Natural Pharmatech Accounts Payable and Liabilities. There are
no material liabilities, contingent or otherwise, of Natural
Pharmatech or the Natural Pharmatech Subsidiaries which are
not disclosed in Schedule "B" hereto or reflected in the
Natural Pharmatech Financial Statements except those incurred
in the ordinary course of business since the date of the said
schedule and the Natural Pharmatech Financial Statements, and
neither Natural Pharmatech nor the Natural Pharmatech
Subsidiaries have guaranteed or agreed to guarantee any debt,
liability or other obligation of any person, firm or
corporation. Without limiting the generality of the foregoing,
all accounts payable and liabilities of Natural Pharmatech as
of September 30, 2004 are described in Schedule "B" hereto;
(y) Natural Pharmatech Accounts Receivable. All the Natural
Pharmatech Accounts Receivable result from bona fide business
transactions and services actually rendered without, to the
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knowledge and belief of the Sellers, any claim by the obligor
for set-off or counterclaim. Without limiting the generality
of the foregoing, all accounts receivable of Natural
Pharmatech as of September 30, 2004, are described in Schedule
"C" hereto;
(z) Natural Pharmatech Bank Accounts. All of the Natural
Pharmatech Bank Accounts, their location, numbers and the
authorized signatories thereto are as set forth in Schedule
"D" hereto;
(aa) No Debt to Related Parties. Except as disclosed in Schedule
"E" hereto, Neither Natural Pharmatech nor the Natural
Pharmatech Subsidiaries are, and on Closing will not be,
indebted to the Sellers nor to any family member thereof, nor
to any affiliate, director or officer of Natural Pharmatech or
the Sellers except accounts payable on account of bona fide
business transactions of Natural Pharmatech incurred in normal
course of Natural Pharmatech Business, including employment
agreements with the Sellers, none of which are more than 30
days in arrears;
(bb) No Related Party Debt to Natural Pharmatech. No Seller nor any
director, officer or affiliate of Natural Pharmatech are now
indebted to or under any financial obligation to Natural
Pharmatech or the Natural Pharmatech Subsidiaries on any
account whatsoever, except for advances on account of travel
and other expenses not exceeding $5,000 in total;
(cc) No Dividends. No dividends or other distributions on any
shares in the capital of Natural Pharmatech have been made,
declared or authorized since the date of the Natural
Pharmatech Financial Statements;
(dd) No Payments. No payments of any kind have been made or
authorized since the date of the Natural Pharmatech Financial
Statements to or on behalf of the Sellers or to or on behalf
of officers, directors, shareholders or employees of Natural
Pharmatech or the Natural Pharmatech Subsidiaries or under any
management agreements with Natural Pharmatech or the Natural
Pharmatech Subsidiaries, except payments made in the ordinary
course of business and at the regular rates of salary or other
remuneration payable to them;
(ee) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation
plans affecting Natural Pharmatech, other than any such plans
disclosed in the Natural Pharmatech Financial Statements;
(ff) No Adverse Events. Since the date of the Natural Pharmatech
Financial Statements:
(i) there has not been any material adverse change in the
consolidated financial position or condition of
Natural Pharmatech, the Natural Pharmatech
Subsidiaries, their liabilities or the Natural
Pharmatech Assets or any damage, loss or other change
in circumstances materially affecting Natural
Pharmatech, the Natural Pharmatech Business or the
Natural Pharmatech Assets or Natural Pharmatech's
right to carry on the Natural Pharmatech Business,
other than changes in the ordinary course of
business,
(ii) there has not been any damage, destruction, loss or
other event (whether or not covered by insurance)
materially and adversely affecting Natural
Pharmatech, the Natural Pharmatech Subsidiaries, the
Natural Pharmatech Business or the Natural Pharmatech
Assets,
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(iii) there has not been any material increase in the
compensation payable or to become payable by Natural
Pharmatech to the Sellers or to any of Natural
Pharmatech's officers, employees or agents or any
bonus, payment or arrangement made to or with any of
them,
(iv) the Natural Pharmatech Business has been and
continues to be carried on in the ordinary course,
(v) Natural Pharmatech has not waived or surrendered any
right of material value,
(vi) neither Natural Pharmatech nor the Natural Pharmatech
Subsidiaries have discharged or satisfied or paid any
lien or encumbrance or obligation or liability other
than current liabilities in the ordinary course of
business, and
(vii) no capital expenditures in excess of $10,000
individually or $30,000 in total have been authorized
or made;
NATURAL PHARMATECH - INCOME TAX MATTERS
(gg) Tax Returns. All tax returns and reports of Natural Pharmatech
and the Natural Pharmatech Subsidiaries required by law to be
filed have been filed and are true, complete and correct, and
any taxes payable in accordance with any return filed by
Natural Pharmatech and the Natural Pharmatech Subsidiaries or
in accordance with any notice of assessment or reassessment
issued by any taxing authority have been so paid;
(hh) Current Taxes. Adequate provisions have been made for taxes
payable for the current period for which tax returns are not
yet required to be filed and there are no agreements, waivers,
or other arrangements providing for an extension of time with
respect to the filing of any tax return by, or payment of, any
tax, governmental charge or deficiency by Natural Pharmatech.
Natural Pharmatech and the Natural Pharmatech Subsidiaries are
not aware of any contingent tax liabilities or any grounds
which would prompt a reassessment including aggressive
treatment of income and expenses in filing earlier tax
returns;
NATURAL PHARMATECH - APPLICABLE LAWS AND LEGAL MATTERS
(ii) Licenses. Natural Pharmatech and the Natural Pharmatech
Subsidiaries hold all licenses and permits as may be requisite
for carrying on the Natural Pharmatech Business in the manner
in which it has heretofore been carried on, which licenses and
permits have been maintained and continue to be in good
standing except where the failure to obtain or maintain such
licenses or permits would not have a material adverse effect
on the Natural Pharmatech Business;
(jj) Applicable Laws. Neither Natural Pharmatech nor the Natural
Pharmatech Subsidiaries have been charged with or received
notice of breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees to which they are
subject or which applies to them the violation of which would
have a material adverse effect on the Natural Pharmatech
Business, and, to the knowledge of the Sellers, Neither
Natural Pharmatech nor the Natural Pharmatech Subsidiaries are
in breach of any laws, ordinances, statutes, regulations,
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by-laws, orders or decrees the contravention of which would
result in a material adverse impact on the Natural Pharmatech
Business;
(kk) Pending or Threatened Litigation. There is no material
litigation or administrative or governmental proceeding
pending or threatened against or relating to Natural
Pharmatech, the Natural Pharmatech Subsidiaries, the Natural
Pharmatech Business, or any of the Natural Pharmatech Assets,
nor do the Sellers have any knowledge of any deliberate act or
omission of Natural Pharmatech of the Natural Pharmatech
Subsidiaries that would form any material basis for any such
action or proceeding;
(ll) No Bankruptcy. Neither Natural Pharmatech nor the Natural
Pharmatech Subsidiaries have made any voluntary assignment or
proposal under applicable laws relating to insolvency and
bankruptcy and no bankruptcy petition has been filed or
presented against Natural Pharmatech or the Natural Pharmatech
Subsidiaries and no order has been made or a resolution passed
for the winding-up, dissolution or liquidation of Natural
Pharmatech or the Natural Pharmatech Subsidiaries;
(mm) Labor Matters. Neither Natural Pharmatech nor the Natural
Pharmatech Subsidiaries are party to any collective agreement
relating to the Natural Pharmatech Business with any labor
union or other association of employees and no part of the
Natural Pharmatech Business has been certified as a unit
appropriate for collective bargaining or, to the knowledge of
the Sellers, has made any attempt in that regard.
(nn) Finder's Fees. Neither Natural Pharmatech nor the Natural
Pharmatech Subsidiaries are party to any agreement which
provides for the payment of finder's fees, brokerage fees,
commissions or other fees or amounts which are or may become
payable to any third party in connection with the execution
and delivery of this Agreement and the transactions
contemplated herein;
EXECUTION AND PERFORMANCE OF AGREEMENT
(oo) Authorization and Enforceability. The execution and delivery
of this Agreement, and the completion of the transactions
contemplated hereby, have been duly and validly authorized by
all necessary corporate action on the part of Natural
Pharmatech;
(pp) No Violation or Breach. The execution and performance of this
Agreement will not
(i) violate the charter documents of Natural Pharmatech
or result in any breach of, or default under, any
loan agreement, mortgage, deed of trust, or any other
agreement to which Natural Pharmatech or any of the
Natural Pharmatech Subsidiaries is a party,
(ii) give any person any right to terminate or cancel any
agreement including, without limitation, Natural
Pharmatech Material Contracts, or any right or rights
enjoyed by Natural Pharmatech or the Natural
Pharmatech Subsidiaries,
(iii) result in any alteration of Natural Pharmatech's or
the Natural Pharmatech Subsidiaries' obligations
under any agreement to which Natural Pharmatech or
one or more of the Natural Pharmatech Subsidiaries is
a party including, without limitation, the Natural
Pharmatech Material Contracts,
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(iv) result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever
in favor of a third party upon or against the Natural
Pharmatech Assets,
(v) result in the imposition of any tax liability to
Natural Pharmatech or any of the Natural Pharmatech
Subsidiaries relating to Natural Pharmatech Assets or
the Natural Pharmatech Shares, or
(vi) violate any court order or decree to which either
Natural Pharmatech or any of the Natural Pharmatech
Subsidiaries is subject;
NATURAL PHARMATECH ASSETS - OWNERSHIP AND CONDITION
(qq) Business Assets. The Natural Pharmatech Assets, including the
Natural Pharmatech Subsidiaries, comprise all of the property
and assets of the Natural Pharmatech Business, and neither the
Sellers nor any other person, firm or corporation owns any
assets used by Natural Pharmatech or the Natural Pharmatech
Subsidiaries in operating the Natural Pharmatech Business,
whether under a lease, rental agreement or other arrangement,
other than as disclosed in Schedules "F" or "I" hereto;
(rr) Title. Natural Pharmatech or the Natural Pharmatech
Subsidiaries is the legal and beneficial owner of the Natural
Pharmatech Assets, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances or other
claims whatsoever, save and except as disclosed in Schedules
"F" or "I" hereto;
(ss) No Option. No person, firm or corporation has any agreement or
option or a right capable of becoming an agreement for the
purchase of any of the Natural Pharmatech Assets;
(tt) Natural Pharmatech Insurance Policies. Natural Pharmatech or
the Natural Pharmatech Subsidiaries maintains the public
liability insurance and insurance against loss or damage to
the Natural Pharmatech Assets and the Natural Pharmatech
Business as described in Schedule "G" hereto;
(uu) Natural Pharmatech Material Contracts. The Natural Pharmatech
Material Contracts listed in Schedule "I" constitute all of
the material contracts of Natural Pharmatech and the Natural
Pharmatech Subsidiaries;
(vv) No Default. There has not been any default in any material
obligation of Natural Pharmatech or any other party to be
performed under any of Natural Pharmatech Material Contracts,
each of which is in good standing and in full force and effect
and unamended (except as disclosed in Schedule "I"), and
Natural Pharmatech is not aware of any default in the
obligations of any other party to any of the Natural
Pharmatech Material Contracts;
(ww) No Compensation on Termination. There are no agreements,
commitments or understandings relating to severance pay or
separation allowances on termination of employment of any
employee of Natural Pharmatech or any of the Natural
Pharmatech Subsidiaries. Neither Natural Pharmatech nor any of
the Natural Pharmatech Subsidiaries is obliged to pay benefits
or share profits with any employee after termination of
employment except as required by law;
-22-
NATURAL PHARMATECH ASSETS - NATURAL PHARMATECH EQUIPMENT
(xx) Natural Pharmatech Equipment. The Natural Pharmatech Equipment
has been maintained in a manner consistent with that of a
reasonably prudent owner and such equipment is in good working
condition;
NATURAL PHARMATECH ASSETS - NATURAL PHARMATECH GOODWILL AND OTHER ASSETS
(yy) Natural Pharmatech Goodwill. Natural Pharmatech and the
Natural Pharmatech Subsidiaries carry on the Natural
Pharmatech Business only under the name "Natural Pharmatech"
and variations thereof and under no other business or trade
names. The Sellers do not have any knowledge of any
infringement by Natural Pharmatech or the Natural Pharmatech
Subsidiaries of any patent, trademark, copyright or trade
secret;
THE BUSINESS OF NATURAL PHARMATECH
(zz) Maintenance of Business. Since the date of the Natural
Pharmatech Financial Statements, the Natural Pharmatech
Business has been carried on in the ordinary course and
Natural Pharmatech and the Natural Pharmatech Subsidiaries
have not entered into any material agreement or commitment
except in the ordinary course; and
(aaa) Subsidiaries. Except for the Natural Pharmatech Subsidiaries,
Natural Pharmatech does not own any subsidiaries and does not
otherwise own, directly or indirectly, any shares or interest
in any other corporation, partnership, joint venture or firm
and Natural Pharmatech does not own any subsidiary and does
not otherwise own, directly or indirectly, any shares or
interest in any other corporation, partnership, joint venture
or firm.
NON-MERGER AND SURVIVAL
5.2 The representations and warranties of Natural Pharmatech contained herein
will be true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by Purchaser, the
representations and warranties of Natural Pharmatech shall survive the Closing.
INDEMNITY
5.3 The Sellers agree to indemnify and save harmless Purchaser from and against
any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the Sellers to
defend any such claim), resulting from the breach by any of them of any
representation or warranty of such party made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by Natural Pharmatech or the Sellers to Purchaser
hereunder.
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ARTICLE 6
COVENANTS OF NATURAL PHARMATECH AND
THE SELLERS
COVENANTS
6.1 Natural Pharmatech and the Sellers covenant and agree with Purchaser that
they will:
(a) Conduct of Business. Until the Closing, conduct the Natural
Pharmatech Business diligently and in the ordinary course
consistent with the manner in which the Natural Pharmatech
Business generally has been operated up to the date of
execution of this Agreement;
(b) Preservation of Business. Until the Closing, use their best
efforts to preserve the Natural Pharmatech Business and the
Natural Pharmatech Assets and, without limitation, preserve
for Purchaser Natural Pharmatech's and the Natural Pharmatech
Subsidiaries' relationships with their suppliers, customers
and others having business relations with them;
(c) Access. Until the Closing, give Purchaser and its
representatives full access to all of the properties, books,
contracts, commitments and records of Natural Pharmatech
relating to Natural Pharmatech, the Natural Pharmatech
Business and the Natural Pharmatech Assets, and furnish to
Purchaser and its representatives all such information as they
may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party
consents required to permit the Acquisition and to preserve
and maintain the Natural Pharmatech Assets, including the
Natural Pharmatech Material Contracts, notwithstanding the
change in control of Natural Pharmatech arising from the
Acquisition;
(e) Reporting and Internal Controls. From and after the Effective
Time, the Sellers shall forthwith take all required actions to
implement internal controls on the business of the Surviving
Company to ensure that the Surviving Company and Purchaser
comply with Section 13(b)(2) of the Securities and Exchange
Act of 1934, as amended; and
(f) 1934 Act Reports. From and after the Closing Date, take all
such steps as are necessary to discharge all reporting
obligations imposed upon them by the Securities Exchange Act
of 1934, as amended.
AUTHORIZATION
6.2 Natural Pharmatech hereby agrees to authorize and direct any and all
federal, state, municipal, foreign and international governments and regulatory
authorities having jurisdiction respecting Natural Pharmatech or the Natural
Pharmatech Subsidiaries to release any and all information in their possession
respecting Natural Pharmatech or the Natural Pharmatech Subsidiaries to
Purchaser. Natural Pharmatech shall promptly execute and deliver to Purchaser
any and all consents to the release of information and specific authorizations
which Purchaser reasonably require to gain access to any and all such
information.
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SURVIVAL
6.3 The covenants set forth in this Article shall survive the Closing for the
benefit of Purchaser.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF
THE SELLERS RELATING TO
THE NATURAL PHARMATECH SUBSIDIARIES
REPRESENTATIONS AND WARRANTIES
7.1 The Sellers hereby jointly and severally represent and warrant in all
material respects to Purchaser, with the intent that it will rely thereon in
entering into this Agreement and in approving and completing the transactions
contemplated hereby, that:
NATURAL PHARMATECH SUBSIDIARIES - RECORDS AND FINANCIAL STATEMENTS
(a) Charter Documents. The charter documents of each of the
Natural Pharmatech Subsidiaries have not been altered since
their incorporation date, except as filed in the record books
of each of the Natural Pharmatech Subsidiaries;
(b) Corporate Minute Books. The corporate minute books of each of
the Natural Pharmatech Subsidiaries are complete and each of
the minutes contained therein accurately reflect the actions
that were taken at a duly called and held meeting or by
consent without a meeting. All actions by Natural Pharmatech
and the Natural Pharmatech Subsidiaries which required
director or shareholder approval are reflected on the
corporate minute books of the Natural Pharmatech Subsidiaries.
None of the Natural Pharmatech Subsidiaries are in violation
or breach of, or in default with respect to any terms of their
Certificate of Incorporation (or other charter documents) or
by-laws.
(c) Natural Pharmatech Financial Statements. The Natural
Pharmatech Financial Statements present fairly, in all
material respects, the assets and liabilities (whether
accrued, absolute, contingent or otherwise) of each of the
Natural Pharmatech Subsidiaries as of the dates thereof, and
the sales and earnings of the Natural Pharmatech Business
during the periods covered thereby, in all material respects,
and have been prepared in substantial accordance with
generally accepted accounting principles consistently applied;
(d) Accounts Payable and Liabilities of the Natural Pharmatech
Subsidiaries. There are no material liabilities, contingent or
otherwise, of any of the Natural Pharmatech Subsidiaries which
are not disclosed in Schedule "B" hereto or reflected in the
Natural Pharmatech Financial Statements except those incurred
in the ordinary course of business since the date of the said
schedule and the Natural Pharmatech Financial Statements, and
none of the Natural Pharmatech Subsidiaries has guaranteed or
agreed to guarantee any debt, liability or other obligation of
any person, firm or corporation. Without limiting the
generality of the foregoing, all accounts payable and
liabilities of the Natural Pharmatech Subsidiaries as of
September 30, 2004 are described in Schedule "B" hereto;
(e) Accounts Receivable of the Natural Pharmatech Subsidiaries.
All the accounts receivable of the Natural Pharmatech
Subsidiaries result from bona fide business transactions and
services actually rendered without, to the knowledge and
-25-
belief of the Sellers, any claim by the obligor for set-off or
counterclaim. Without limiting the generality of the
foregoing, all accounts receivable of the Natural Pharmatech
Subsidiaries as of September 30, 2004, are described in
Schedule "C" hereto;
(f) Bank Accounts of the Natural Pharmatech Subsidiaries. All of
the bank accounts of the Natural Pharmatech Subsidiaries,
their location, numbers and the authorized signatories thereto
are as set forth in Schedule "D" hereto;
(g) No Debt to Related Parties. Except as disclosed in Schedule
"E" hereto, none of the Natural Pharmatech Subsidiaries is,
and on Closing will not be, indebted to the Sellers nor to any
family member thereof, nor to any affiliate, director or
officer of the Natural Pharmatech Subsidaries or the Sellers
except accounts payable on account of bona fide business
transactions of the Natural Pharmatech Subsidiaries incurred
in normal course of Natural Pharmatech Business, including
employment agreements with the Sellers, none of which are more
than 30 days in arrears;
(h) No Related Party Debt to Natural Pharmatech. No Seller nor any
director, officer or affiliate of the Natural Pharmatech
Subsidiaries is now indebted to or under any financial
obligation to Natural Pharmatech or any of the Natural
Pharmatech Subsidiaries on any account whatsoever, except for
advances on account of travel and other expenses not exceeding
$5,000 in total;
(i) No Dividends. No dividends or other distributions on any
shares in the capital of any of the Natural Pharmatech
Subsidiaries have been made, declared or authorized since the
date of the Natural Pharmatech Financial Statements;
(j) No Payments. No payments of any kind have been made or
authorized since the date of the Natural Pharmatech Financial
Statements to or on behalf of the Sellers or to or on behalf
of officers, directors, shareholders or employees of any of
the Natural Pharmatech Subsidiaries or under any management
agreements with any of the Natural Pharmatech Subsidiaries,
except payments made in the ordinary course of business and at
the regular rates of salary or other remuneration payable to
them;
(k) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation
plans affecting any of the Natural Pharmatech Subsidiaries,
other than any such plans disclosed in the Natural Pharmatech
Financial Statements;
(l) No Adverse Events. Since the date of the Natural Pharmatech
Financial Statements:
(i) there has not been any material adverse change in the
consolidated financial position or condition of the
Natural Pharmatech Subsidiaries, their liabilities or
the Natural Pharmatech Assets or any damage, loss or
other change in circumstances materially affecting
any of the Natural Pharmatech Subsidiaries, the
Natural Pharmatech Business or the Natural Pharmatech
Assets or any of the Natural Pharmatech Subsidiaries'
right to carry on the Natural Pharmatech Business,
other than changes in the ordinary course of
business,
(ii) there has not been any damage, destruction, loss or
other event (whether or not covered by insurance)
materially and adversely affecting any of the Natural
Pharmatech Subsidiaries, the Natural Pharmatech
Business or the Natural Pharmatech Assets,
-26-
(iii) there has not been any material increase in the
compensation payable or to become payable by any of
the Natural Pharmatech Subsidiaries to the Sellers or
to any of the Natural Pharmatech Subsidiaries'
respective officers, employees or agents or any
bonus, payment or arrangement made to or with any of
them,
(iv) the Natural Pharmatech Business has been and
continues to be carried on in the ordinary course by
the Natural Pharmatech Subsidiaries,
(v) None of the Natural Pharmatech Subsidiaries have
waived or surrendered any right of material value,
(vi) None of the Natural Pharmatech Subsidiaries have
discharged or satisfied or paid any lien or
encumbrance or obligation or liability other than
current liabilities in the ordinary course of
business, and
(vii) no capital expenditures in excess of $10,000
individually or $30,000 in total have been authorized
or made any of the Natural Pharmatech Subsidiaries;
NATURAL PHARMATECH SUBSIDIARIES - INCOME TAX MATTERS
(m) Tax Returns. All tax returns and reports of each of the
Natural Pharmatech Subsidiaries required by law to be filed
have been filed and are true, complete and correct, and any
taxes payable in accordance with any return filed by the
Natural Pharmatech Subsidiaries or in accordance with any
notice of assessment or reassessment issued by any taxing
authority have been so paid;
(n) Current Taxes. Adequate provisions have been made for taxes
payable for the current period for which tax returns are not
yet required to be filed and there are no agreements, waivers,
or other arrangements providing for an extension of time with
respect to the filing of any tax return by, or payment of, any
tax, governmental charge or deficiency by any of the Natural
Pharmatech Subsidiaries. None of the Natural Pharmatech
Subsidiaries is aware of any contingent tax liabilities or any
grounds which would prompt a reassessment including aggressive
treatment of income and expenses in filing earlier tax
returns;
NATURAL PHARMATECH SUBSIDIARIES- APPLICABLE LAWS AND LEGAL MATTERS
(o) Licenses. Each of the Natural Pharmatech Subsidiaries holds
all licenses and permits as may be requisite for carrying on
the Natural Pharmatech Business in the manner in which it has
heretofore been carried on, which licenses and permits have
been maintained and continue to be in good standing except
where the failure to obtain or maintain such licenses or
permits would not have a material adverse effect on the
Natural Pharmatech Business;
(p) Applicable Laws. None of the Natural Pharmatech Subsidiaries
have been charged with or received notice of breach of any
laws, ordinances, statutes, regulations, by-laws, orders or
decrees to which they are subject or which applies to them the
violation of which would have a material adverse effect on the
Natural Pharmatech Business, and, to the knowledge of the
Sellers, none of the Natural Pharmatech Subsidiaries is in
breach of any laws, ordinances, statutes, regulations,
-27-
by-laws, orders or decrees the contravention of which would
result in a material adverse impact on the Natural Pharmatech
Business;
(q) Pending or Threatened Litigation. There is no material
litigation or administrative or governmental proceeding
pending or threatened against or relating to any of the
Natural Pharmatech Subsidiaries, the Natural Pharmatech
Business, or any of the Natural Pharmatech Assets, nor do the
Sellers have any knowledge of any deliberate act or omission
of any of the Natural Pharmatech Subsidiaries that would form
any material basis for any such action or proceeding;
(r) No Bankruptcy. None of the Natural Pharmatech Subsidiaries
have made any voluntary assignment or proposal under
applicable laws relating to insolvency and bankruptcy and no
bankruptcy petition has been filed or presented against any of
the Natural Pharmatech Subsidiaries and no order has been made
or a resolution passed for the winding-up, dissolution or
liquidation of any of the Natural Pharmatech Subsidiaries;
(s) Labor Matters. None of the Natural Pharmatech Subsidiaries is
a party to any collective agreement relating to the Natural
Pharmatech Business with any labor union or other association
of employees and no part of the Natural Pharmatech Business
has been certified as a unit appropriate for collective
bargaining or, to the knowledge of the Sellers, has made any
attempt in that regard.
(t) Finder's Fees. None of the Natural Pharmatech Subsidiaries is
a party to any agreement which provides for the payment of
finder's fees, brokerage fees, commissions or other fees or
amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement
and the transactions contemplated herein;
NATURAL PHARMATECH ASSETS OWNED BY NATURAL PHARMATECH SUBSIDIARIES - OWNERSHIP
AND CONDITION
(u) Title. The Natural Pharmatech Subsidiaries are the legal and
beneficial owner of the Natural Pharmatech Assets, free and
clear of all mortgages, liens, charges, pledges, security
interests, encumbrances or other claims whatsoever, save and
except as disclosed in Schedules "F" or "I" hereto;
(v) No Option. No person, firm or corporation has any agreement or
option or a right capable of becoming an agreement for the
purchase of any of the Natural Pharmatech Assets from any of
the Natural Pharmatech Subsidiaries;
(w) Insurance Policies of the Natural Pharmatech Subsidiaries. The
Natural Pharmatech Subsidiaries maintain the public liability
insurance and insurance against loss or damage to the Natural
Pharmatech Assets and the Natural Pharmatech Business as
described in Schedule "G" hereto;
(x) Material Contracts of the Natural Pharmatech Subsidiaries. The
Natural Pharmatech Material Contracts listed in Schedule "I"
constitute all of the material contracts of the Natural
Pharmatech Subsidiaries;
(y) No Default. There has not been any default in any material
obligation of any of the Natural Pharmatech Subsidiaries or
any other party to be performed under any of the Natural
Pharmatech Material Contracts, each of which is in good
standing and in full force and effect and unamended (except as
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disclosed in Schedule "I"), and the Sellers are not aware of
any default in the obligations of any other party to any of
the Natural Pharmatech Material Contracts;
(z) No Compensation on Termination. There are no agreements,
commitments or understandings relating to severance pay or
separation allowances on termination of employment of any
employee of any of the Natural Pharmatech Subsidiaries. None
of the Natural Pharmatech Subsidiaries is obliged to pay
benefits or share profits with any employee after termination
of employment except as required by law;
NATURAL PHARMATECH EQUIPMENT OWNED OR USED BY NATURAL PHARMATECH SUBSIDIARIES
(aa) Natural Pharmatech Equipment. The Natural Pharmatech Equipment
which is owned or used by the Natural Pharmatech Subsidiaries
has been maintained in a manner consistent with that of a
reasonably prudent owner and such equipment is in good working
condition;
NATURAL PHARMATECH GOODWILL AND OTHER ASSETS ATTRIBUTABLE TO OR OWNED BY NATURAL
PHARMATECH SUBSIDIARIES
(bb) Natural Pharmatech Goodwill. Each of the Natural Pharmatech
Subsidiaries carries on the Natural Pharmatech Business only
under the name "Natural Pharmatech," and variations thereof
and under no other business or trade names. The Sellers do not
have any knowledge of any infringement by any of the Natural
Pharmatech Subsidiaries of any patent, trademark, copyright or
trade secret;
THE BUSINESS OF THE NATURAL PHARMATECH SUBSIDIARIES
(cc) Maintenance of Business. Since the date of the Natural
Pharmatech Financial Statements, the business of the Natural
Pharmatech Subsidiaries has been carried on in the ordinary
course and none of the Natural Pharmatech Subsidiaries have
entered into any material agreement or commitment except in
the ordinary course; and
(dd) Subsidiaries. None of the Natural Pharmatech Subsidiaries owns
any subsidiaries and they do not otherwise own, directly or
indirectly, any shares or interest in any other corporation,
partnership, joint venture or firm.
NON-MERGER AND SURVIVAL
7.2 The representations and warranties of Sellers relating to the Natural
Pharmatech Subsidiaries contained herein will be true at and as of Closing in
all material respects as though such representations and warranties were made as
of such time. Notwithstanding the completion of the transactions contemplated
hereby, the waiver of any condition contained herein (unless such waiver
expressly releases a party from any such representation or warranty) or any
investigation made by Purchaser, the representations and warranties of Sellers
relating to the Natural Pharmatech Subsidiaries shall survive the Closing.
-29-
ARTICLE 8
COVENANTS RELATING TO NATURAL PHARMATECH SUBSIDIARIES BY
THE SELLERS
COVENANTS
8.1 Sellers covenant and agree with Purchaser that they will:
(a) Conduct of Business. Until the Closing, conduct the business
of the Natural Pharmatech Subsidiaries diligently and in the
ordinary course consistent with the manner in which the
Natural Pharmatech Business generally has been operated up to
the date of execution of this Agreement;
(b) Preservation of Business. Until the Closing, use their best
efforts to preserve the Natural Pharmatech Business and the
Natural Pharmatech Assets and, without limitation, preserve
the Natural Pharmatech Subsidiaries' relationships with their
suppliers, customers and others having business relations with
them;
(c) Access. Until the Closing, give Purchaser and its
representatives full access to all of the properties, books,
contracts, commitments and records of the Natural Pharmatech
Subsidiaries, and furnish to Purchaser and its representatives
all such information as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps
required to obtain, prior to Closing, any and all third party
consents required to permit the Acquisition and to preserve
and maintain the Natural Pharmatech Assets that relate to the
Natural Pharmatech Subsidiaries, including the Natural
Pharmatech Material Contracts that relate to the Natural
Pharmatech Subsidiaries.
SURVIVAL
8.2 The covenants set forth in this Article shall survive the Closing for the
benefit of Purchaser.
ARTICLE 9
CONDITIONS PRECEDENT
CONDITIONS PRECEDENT IN FAVOR OF PURCHASER
9.1 Purchaser's obligations to carry out the transactions contemplated hereby
are subject to the fulfillment of each of the following conditions precedent on
or before the Closing:
(a) all documents or copies of documents required to be executed
and delivered to Purchaser hereunder will have been so
executed and delivered;
(b) all of the terms, covenants and conditions of this Agreement
to be complied with or performed by Natural Pharmatech or the
Sellers at or prior to the Closing will have been complied
with or performed;
(c) title to the Natural Pharmatech Shares held by the Sellers and
to the Natural Pharmatech Assets will be free and clear of all
mortgages, liens, charges, pledges, security interests,
encumbrances or other claims whatsoever, save and except as
disclosed herein;
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(d) subject to Article 10 hereof, there will not have occurred
(i) any material adverse change in the financial position
or condition of Natural Pharmatech, its liabilities
or the Natural Pharmatech Assets or any damage, loss
or other change in circumstances materially and
adversely affecting Natural Pharmatech, the Natural
Pharmatech Business or the Natural Pharmatech Assets
or Natural Pharmatech's right to carry on the Natural
Pharmatech Business, other than changes in the
ordinary course of business, none of which has been
materially adverse, or
(ii) any damage, destruction, loss or other event,
including changes to any laws or statutes applicable
to Natural Pharmatech or the Natural Pharmatech
Business (whether or not covered by insurance)
materially and adversely affecting Natural
Pharmatech, the Natural Pharmatech Business or the
Natural Pharmatech Assets;
(e) the transactions contemplated hereby shall have been approved
by all other regulatory authorities having jurisdiction over
the subject matter hereof, if any; and
(f) that the Sellers have completed and delivered Schedule "S"
attached to this Agreement to Purchaser in a form satisfactory
to Purchaser.
WAIVER BY PURCHASER
9.2 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of Purchaser and any such condition may be waived in whole
or in part by Purchaser at or prior to the Closing by delivering to Natural
Pharmatech a written waiver to that effect signed by Purchaser. In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing, Purchaser shall be released from all obligations under
this Agreement.
CONDITIONS PRECEDENT IN FAVOR OF NATURAL PHARMATECH AND THE SELLERS
9.3 The obligations of Natural Pharmatech and the Sellers to carry out the
transactions contemplated hereby are subject to the fulfillment of each of the
following conditions precedent on or before the Closing:
(a) all documents or copies of documents required to be executed
and delivered to Natural Pharmatech hereunder will have been
so executed and delivered;
(b) all of the terms, covenants and conditions of this Agreement
to be complied with or performed by Purchaser at or prior to
the Closing will have been complied with or performed;
(c) Purchaser will have delivered the Acquisition Shares to be
issued pursuant to the terms of the Acquisition to Natural
Pharmatech at the Closing and the Acquisition Shares will be
registered on the books of Purchaser in the names of the
holders of Natural Pharmatech Shares at the Effective Time;
(d) title to the Acquisition Shares will be free and clear of all
mortgages, liens, charges, pledges, security interests,
encumbrances or other claims whatsoever;
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(e) subject to Article 10 hereof, there will not have occurred
(i) any material adverse change in the financial position
or condition of Purchaser, its subsidiaries, their
liabilities or the Purchaser Assets or any damage,
loss or other change in circumstances materially and
adversely affecting Purchaser, the Purchaser Business
or the Purchaser Assets or Purchaser's right to carry
on the Purchaser Business, other than changes in the
ordinary course of business, none of which has been
materially adverse, or
(ii) any damage, destruction, loss or other event,
including changes to any laws or statutes applicable
to Purchaser or the Purchaser Business (whether or
not covered by insurance) materially and adversely
affecting Purchaser, its subsidiaries, the Purchaser
Business or the Purchaser Assets;
(g) the transactions contemplated hereby shall have been approved
by all other regulatory authorities having jurisdiction over
the subject matter hereof, if any; and
(h) the satisfaction of all liabilities of Purchaser on or prior
to the Closing Date, save and except for liabilities incurred
in connection with the Acquisition.
WAIVER BY NATURAL PHARMATECH AND THE SELLERS
9.4 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of Natural Pharmatech and the Sellers and any such
condition may be waived in whole or in part by Natural Pharmatech or the Sellers
at or prior to the Closing by delivering to Purchaser a written waiver to that
effect signed by Natural Pharmatech and the Sellers. In the event that the
conditions precedent set out in the preceding section are not satisfied on or
before the Closing, Natural Pharmatech and the Sellers shall be released from
all obligations under this Agreement.
NATURE OF CONDITIONS PRECEDENT
9.5 The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favor of the other party or parties set forth in this
Article.
TERMINATION
9.6 Notwithstanding any provision herein to the contrary, if the Closing does
not occur on or before February 28, 2005, this Agreement will be at an end and
will have no further force or effect, unless otherwise agreed upon by the
parties in writing.
CONFIDENTIALITY
9.7 Notwithstanding any provision herein to the contrary, the parties hereto
agree that the existence and terms of this Agreement are confidential and that
if this Agreement is terminated pursuant to the preceding section the parties
agree to return to one another any and all financial, technical and business
documents delivered to the other party or parties in connection with the
negotiation and execution of this Agreement and shall keep the terms of this
Agreement and all information and documents received from Natural Pharmatech and
Purchaser and the contents thereof confidential and not utilize nor reveal or
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release same, provided, however, that Purchaser will be required to issue a news
release regarding the execution and consummation of this Agreement and file a
Current Report on Form 8-K with the Securities and Exchange Commission
respecting the proposed Acquisition contemplated hereby together with such other
documents as are required to maintain the currency of Purchaser's filings with
the Securities and Exchange Commission.
ARTICLE 10
RISK
MATERIAL CHANGE IN THE BUSINESS OF NATURAL PHARMATECH
10.1 If any material loss or damage to the Natural Pharmatech Business occurs
prior to Closing and such loss or damage, in Purchaser' reasonable opinion,
cannot be substantially repaired or replaced within sixty (60) days, Purchaser
shall, within two (2) days following any such loss or damage, by notice in
writing to Natural Pharmatech, at its option, either:
(a) terminate this Agreement, in which case no party will be under
any further obligation to any other party; or
(b) elect to complete the Acquisition and the other transactions
contemplated hereby, in which case the proceeds and the rights
to receive the proceeds of all insurance covering such loss or
damage will, as a condition precedent to Purchaser'
obligations to carry out the transactions contemplated hereby,
be vested in Natural Pharmatech or otherwise adequately
secured to the satisfaction of Purchaser on or before the
Closing Date.
MATERIAL CHANGE IN THE PURCHASER BUSINESS
10.2 If any material loss or damage to the Purchaser Business occurs prior to
Closing and such loss or damage, in Natural Pharmatech's reasonable opinion,
cannot be substantially repaired or replaced within sixty (60) days, Natural
Pharmatech shall, within two (2) days following any such loss or damage, by
notice in writing to Purchaser, at its option, either:
(a) terminate this Agreement, in which case no party will be under
any further obligation to any other party; or
(b) elect to complete the Acquisition and the other transactions
contemplated hereby, in which case the proceeds and the rights
to receive the proceeds of all insurance covering such loss or
damage will, as a condition precedent to Natural Pharmatech's
obligations to carry out the transactions contemplated hereby,
be vested in Purchaser or otherwise adequately secured to the
satisfaction of Natural Pharmatech on or before the Closing
Date.
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ARTICLE 11
CLOSING
CLOSING
11.1 The Acquisition and the other transactions contemplated by this Agreement
will be closed at the Place of Closing in accordance with the closing procedure
set out in this Article, but not later than February 28, 2005. In the event
Closing does not occur on or before February 28, 2005, this agreement will
terminate and be of no further force and effect.
DOCUMENTS TO BE DELIVERED BY NATURAL PHARMATECH
11.2 On or before the Closing, Natural Pharmatech and the Sellers will deliver
or cause to be delivered to Purchaser:
(a) the original or certified copies of the charter documents of
Natural Pharmatech and all corporate records, documents and
instruments of Natural Pharmatech and all books and accounts
of Natural Pharmatech;
(b) all reasonable consents or approvals required to be obtained
by Natural Pharmatech for the purposes of completing the
Acquisition and preserving and maintaining the interests of
Natural Pharmatech under any and all Natural Pharmatech
Material Contracts and in relation to Natural Pharmatech
Assets;
(c) certified copies of such resolutions of the shareholders and
directors of Natural Pharmatech as are required to be passed
to authorize the execution, delivery and implementation of
this Agreement;
(d) an acknowledgement from Natural Pharmatech and the Sellers of
satisfaction of the conditions precedent set forth in section
9.1 hereof;
(e) such other documents as Purchaser may reasonably require to
give effect to the terms and intention of this Agreement; and
(f) completed and signed Schedule "S" to this Agreement.
DOCUMENTS TO BE DELIVERED BY PURCHASER
11.3 On or before the Closing, Purchaser shall deliver or cause to be delivered
to Natural Pharmatech and the Sellers:
(a) share certificates representing the Acquisition Shares duly
registered in the names of the holders of shares of Natural
Pharmatech Common Stock;
(b) certified copies of such resolutions of the directors of
Purchaser as are required to be passed to authorize the
execution, delivery and implementation of this Agreement;
(c) a certified copy of a resolution of the directors of Purchaser
dated as of the Closing Date appointing the nominees of
Natural Pharmatech as officers of Purchaser;
(d) an undated resolution of the directors of Purchaser appointing
a nominee of the Sellers to the board of directors of
Purchaser;
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(e) undated resignations of Xxxxx Xxxxxxx as a director of
Purchaser and as all officer positions he holds at Closing;
(f) an acknowledgement from Purchaser of the satisfaction of the
conditions precedent set forth in section 9.3 hereof;
(g) such other documents as Natural Pharmatech may reasonably
require to give effect to the terms and intention of this
Agreement.
(h) a copy of the information required by section 14(f) and
regulation 14f-1 of the Securities Exchange Act of 1934, as
amended, filed with the Securities and Exchange Commission;
and,
(i) a copy of the Form 8-K filed with the Securities and Exchange
Commission disclosing the execution of this Agreement. With
the exception of this item (j) and item (i) set forth above,
all subsequent filings with the Securities and Exchange
Commission will be the responsibility of management of
Purchaser post-Closing.
ARTICLE 12
POST-CLOSING MATTERS
Forthwith after the Closing, the Sellers, as the case may be, agree to
use all their best efforts to cause the following to be completed:
(a) issue a news release reporting the Closing;
(b) file with the Securities and Exchange Commission a report on
Schedule 14f-1 disclosing a change in the majority of the
directors of Purchaser and, 10 days after such filing,
forthwith date and accept the resignation of Xxxxx Xxxxxxx as
a director of Purchaser;
(c) file a current report on Form 8-K with the Securities and
Exchange Commission disclosing the terms of this Agreement
within four business days of the Closing and, not more than 71
days following the filing of the Form 8-K, file an amended
Form 8-K which includes the audited financial statements of
Natural Pharmatech as well as pro forma financial information
of Purchaser and Natural Pharmatech as required by Item 310 of
Regulation S-B as promulgated by the Securities and Exchange
Commission; and
(d) file reports on Schedule 13D and Form 3 with the Securities
and Exchange Commission disclosing the acquisition of the
Acquisition Shares by the Sellers.
ARTICLE 13
GENERAL PROVISIONS
ARBITRATION
13.1 The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by negotiation
in good faith. If such good faith negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
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arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of New York, New York.
NOTICE
13.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
facsimile. Any notice delivered by mail shall be deemed to have been received on
the fourth business day after and excluding the date of mailing, except in the
event of a disruption in regular postal service in which event such notice shall
be deemed to be delivered on the actual date of receipt. Any notice delivered
personally or by facsimile shall be deemed to have been received on the actual
date of delivery.
ADDRESSES FOR SERVICE
13.3 The address for service of notice of each of the parties hereto is as
follows:
(a) Purchaser:
000 Xxxx 00xx Xxxxxx
Xxxxx #0X
Xxx Xxxx, XX 1002
Attn: Xxxxx Xxxxxxx, President
With a copy to (which shall not constitute notice):
Xxxx X. Xxxx, Esq.
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) Natural Pharmatech or the Sellers:
Xxxx 0000, Xxxxx X, Xxxxxxxx
00-00 Xxxx Xx Xxxxxx, Xxxx Xxxx
Attn: Lianzhen Xia, Director
With a copy to (which shall not constitute notice):
XxXXXXXX XXXXXXXX LLP
XX Xxx 00000, Xxxxxxx Xxxxxx
Xxxxx 0000, 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
Attn: Xxxxx Xxxx
CHANGE OF ADDRESS
13.4 Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.
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FURTHER ASSURANCES
13.5 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.
TIME OF THE ESSENCE
13.6 Time is expressly declared to be the essence of this Agreement.
ENTIRE AGREEMENT
13.7 The provisions contained herein constitute the entire agreement among
Natural Pharmatech, the Sellers and Purchaser respecting the subject matter
hereof and supersede all previous communications, representations and
agreements, whether verbal or written, among Natural Pharmatech, the Sellers and
Purchaser with respect to the subject matter hereof.
ENUREMENT
13.8 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.
ASSIGNMENT
13.9 This Agreement is not assignable without the prior written consent of the
parties hereto.
COUNTERPARTS
13.10 This Agreement may be executed in counterparts, each of which when
executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by facsimile will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
APPLICABLE LAW - EXCLUSIVE JURISDICTION AND VENUE
13.11 This Agreement is subject to the laws of the State of New York and
exclusive jurisdiction and venue of any action brought under this agreement will
be in the state or federal courts of the State of New York.
[The remainder of this page has intentionally been left blank]
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IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
PURCHASER, INC.
By: /s/ Xxxxx Xxxxxxx
-------------------------
Xxxxx Xxxxxxx, President
/s/ Xxxxx Parisgau
--------------------------
Witness Signature
Xxxxx Parisgau
--------------------------
Name (Please print)
000 Xxxx 00xx Xxxxxx #00X
--------------------------
Address (Please print)
Xxx Xxxx, XX 00000
--------------------------
NATURAL PHARMATECH, INC.
By: /s/ Lianzhen Xia
-------------------------
Lianzhen Xia, Director
/s/ Xxx Xxxxx
--------------------------
Witness Signature
Xxx Xxxxx
--------------------------
Name (Please print)
Xxxxx 0-0000, 0 Xxxxxxxxx Xxxx
--------------------------
Address (Please print)
Haidian District, Beiging 000000 Xxxxx
--------------------------
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SELLERS
/s/ Xxxx Xx
-----------------------------
Xxxx Xx
/s/ Xxxxxx Xx
-----------------------------
Xxxxxx Xx
/s/ Yunpeng Min
-----------------------------
Yunpeng Min
/s/ Yingli Di
-----------------------------
Yingli Di
/s/ Yuhuan Li
-----------------------------
Yuhuan Li
/s/ Xxxxxxx Xxx
-----------------------------
Xxxxxxx Xxx
/s/ Lianzhen Xia
-----------------------------
Lianzhen Xia
/s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx
/s/ Xxxxxx Xxxx
-----------------------------
Xxxxxx Xxxx
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SELLERS
(CONTINUED)
/s/ Xxxxxxxx Xxxx
-----------------------------
Xxxxxxxx Xxxx
/s/ Xxx Xxx
-----------------------------
Xxx Xxx
/s/ Xxxxx Xxxx
-----------------------------
Xxxxx Xxxx
/s/ Xxx Xxxx
-----------------------------
Xxx Xxxx
/s/ Xxxxxxxx Xx
-----------------------------
Xxxxxxxx Xx
/s/ Zhoujun Li
-----------------------------
Zhoujun Li
/s/ Xxx Xxxx
-----------------------------
Xxx Xxxx
/s/ Qinglan Ma
-----------------------------
Qinglan Ma
/s/ Daqi Rong
-----------------------------
Daqi Rong
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SELLERS
(CONTINUED)
/s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx
/s/ Maoying Xing
-----------------------------
Maoying Xing
/s/ Xxxxxxxxx Xxx
-----------------------------
Xxxxxxxxx Xxx
/s/ Xxxxxx Xxxx
-----------------------------
Xxxxxx Xxxx
/s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx
/s/ Hong Wei
-----------------------------
Hong Wei
/s/ Xxxxxxx Xx
-----------------------------
Xxxxxxx Xx
/s/ Jixue Ren
-----------------------------
Jixue Ren
/s/ Lianzhu Zhang
-----------------------------
Lianzhu Zhang
SELLERS
(CONTINUED)
/s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx
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