AGREEMENT
AGREEMENT
AGREEMENT
made as of the 16th
day of
Nov., 2006, by and between:
Medarts
Medical System , Inc. with an address at 6/X X Xxxx International Mansion,#27
Science&Technology Road, Xi’an Hi-Tech Industry Development Zone, Xi’an PRC
710075(“SELLER”);
and
Xxxxx
Xxxxxxx (“PURCHASER”).
R
E C I T A L S:
FIRST,
SELLER
is the
owner of 100,000 shares of common stock of Medarts Medical System, Inc., a
Delaware corporation (“Medarts”).
SECOND,
SELLER
desires
to sell all 100,000 of his issued and outstanding shares in Medarts to
PURCHASER
in
consideration of the following.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as
follows:
1.0 Transfer
of Shares.
SELLER
hereby
transfers and delivers 100,000 of its issued and outstanding shares in Medarts
to PURCHASER
in
consideration of $30,000. Upon receipt of the consideration, SELLER
will
immediately forward the 100,000 Medarts shares to PURCHASER.
2.0 Representations
and Warranties of SELLER.
SELLER
hereby
represents and warrants to PURCHASERS
that:
2.1 Authority.
SELLER
has the
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by SELLER
and
constitutes a valid and binding instrument, enforceable in accordance with
its
terms.
2.2
Resignation.
SELLER
represents
that it is the sole shareholder of Medarts and that PURCHASER
is
purchasing all of the issued and outstanding shares of Medarts. SELLER
hereby
agrees that upon receipt of the consideration set forth above, it is
relinquishing all interest in the 100,000 shares of Medarts stock. In addition,
upon execution of this agreement, SELLER
all of
the current officers and directors shall resign as officers and directors of
Medarts.
2.3 Compliance
with Other Instruments.
The
execution, delivery and performance of this Agreement is in compliance with
and
does not conflict with or result in a breach of or in violation of the terms,
conditions or provisions of any agreement, mortgage, lease or other instrument
or indenture to which SELLER
is a
party or by which SELLER
is
bound.
2.4 Title
to SELLER’S
shares in Medarts.
SELLER
is the
sole legal and beneficial owner of its shares in Medarts and has good and
marketable title thereto, free and clear of any liens, claims, rights and
encumbrances.
2.5 No
Claims; Indemnity. There
are
currently no claims or lawsuits threatened or pending against Medarts or
SELLER
as the
owner of the Medarts shares, and SELLER
is
unaware of any conditions or circumstances that would lead to or justify the
filing of any claim or lawsuit. If, after the consummation of this transaction
and the transfer of the Medarts shares from SELLER
to
PURCHASER
any
claim or lawsuit shall be filed against Medarts or PURCHASER
(as
the
owner of the Medarts shares), arising out of any circumstances whatsoever prior
to transfer of the shares, SELLER
shall
defend, indemnify and hold PURCHASER
harmless
from and against any and all such claims or lawsuits or any awards or judgments
granted thereunder.
3.0 Representations
and Warranties of PURCHASER.
PURCHASER
hereby
unconditionally represents and warrants to SELLER
that:
3.1 Authority.
PURCHASER
has
the
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions
Contemplated
hereby. This Agreement has been duly executed and delivered by PURCHASER
and
constitutes a valid and binding instrument, enforceable in accordance with
its
terms.
3.2 Compliance
with Other Instruments.
The
execution, delivery and performance of this Agreement is in compliance with
and
does not conflict with or result in a breach of or in violation of the terms,
conditions or provisions of any agreement, mortgage, lease or other instrument
or indenture to which PURCHASER
is a
party or by which PURCHASER
is
bound.
3.3
Rule
144 Restriction.
PURCHASER
hereby
agrees that such shares are restricted pursuant to Rule 144 and therefore
subject to Rule 144 resale requirements.
4.0 Notices.
Notice
shall be given by certified mail, return receipt requested, the date of notice
being deemed the date of postmarking. Notice, unless either party has notified
the other of an alternative address as provided hereunder, shall be sent to
the
address as set forth herein.
5.0 Governing
Law.
This
Agreement shall be interpreted and governed in accordance with the laws of
the
State of Delaware.
6.0 Severability.
In the
event that any term, covenant, condition, or other provision contained herein
is
held to be invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision
or
Agreement shall in no way affect any other term, covenant, condition or
provision or Agreement contained herein, which shall remain in full force and
effect.
7.0 Entire
Agreement.
This
Agreement contains all of the terms agreed upon by the parties with respect
to
the subject matter hereof. This Agreement has been entered into after full
investigation.
8.0
Invalidity. If
any paragraph of this Agreement shall be held or declared to be void, invalid
or
illegal, for any reason, by any court of competent jurisdiction, such provision
shall be ineffective but shall not in any way invalidate or affect any other
clause, Paragraph,
section
or part of this Agreement.
9.0
Gender
and Number.
Words
importing a particular gender mean and include the other gender and words
importing a singular number mean and include the plural number and vice versa,
unless the context clearly indicated to the contrary.
10.0 Amendments.
No
amendments or additions to this Agreement shall be binding unless in writing,
signed by both parties, except as herein otherwise provided.
11. No
Assignments.
Neither
party may assign nor delegate any of its rights or obligations hereunder without
first obtaining the written consent of the other party.
12. Waiver
of Counsel.
PURCHASER
and
SELLER
hereby
acknowledge that they have the right to obtain legal counsel for this
transaction. In addition, both parties hereby acknowledge that Xxxxxx &
Xxxxxx, LLP represents Medarts and no other party in this transaction. It has
drafted this agreement for convenience purposes only.
IN
WITNESS WHEREOF,
and
intending to be legally bound, the parties hereto have signed this Agreement
by
their duly authorized officers the day and year first above
written.
SELLER:
By:/s/
Xxxx Xxx
PURCHASER:
By:
/s/ Xxxxx Xxxxxxx
