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SUBSCRIPTION AGREEMENT
BY AND AMONG
UNIVERSAL TRAVEL GROUP
AND
THE INVESTORS LISTED ON SCHEDULE 1
Dated as of February , 2008
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THE SECURITIES OFFERED BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED
WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, NOR HAS SUCH COMMISSION OR ANY STATE SECURITIES BUREAU, COMMISSION
OR OTHER REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT.
ACCORDINGLY, YOU MAY NOT OFFER OR SELL THE OFFERED SECURITIES IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN RULE 902(K) PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
EVIDENCE ACCEPTABLE TO US AND OUR COUNSEL, WHICH MAY INCLUDE AN OPINION OF
COUNSEL, THAT REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THE
OFFERED SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS SUBSCRIPTION AGREEMENT MAY NOT BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN
THE PERSON WHOSE NAME APPEARS ON SCHEDULE 1 AND MAY NOT BE PRINTED OR REPRODUCED
IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A
VIOLATION OF THE SECURITIES ACT. ANY FURTHER DISTRIBUTION OR REPRODUCTION OF
THIS SUBSCRIPTION AGREEMENT IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS
CONTENTS BY AN OFFEREE, IS UNAUTHORIZED. BY ACCEPTING THIS SUBSCRIPTION
AGREEMENT, YOU EXPRESSLY AGREE TO COMPLY WITH THESE AND THE OTHER RESTRICTIONS
CONTAINED HEREIN.
LIST OF EXHIBITS
SCHEDULE 1 - Closings and Allocations of Shares
SCHEDULE 2 - Use of Proceeds
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SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as
of February , 2008 by and among Universal Travel Group, a Nevada corporation
(the "Company"), and the investors named on Schedule 1 attached hereto (each
such investor is referred to herein as an "Investor" and collectively as the
"Investors"). Certain terms used and not otherwise defined in the text of this
Agreement are defined in Article 7 of this Agreement.
W I T N E S S E T H:
WHEREAS, the Company desires to issue and to sell to the Investors, and
the Investors desire to purchase from the Company, an aggregate of one million
three hundred and one thousand four hundred eighty-one (1,301,481) shares of
Common Stock at a per share purchase price of $2.70 for an aggregate purchase
price of three million five hundred thirteen thousand nine hundred ninety-eight
dollars and seventy cents ($3,513,998.70), all in accordance with the terms and
provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
ARTICLE I
AUTHORIZATION OF SECURITIES
1.1 Authorization of Securities. Prior to the Initial Closing Date, the
Company's Board of Directors shall have taken all action necessary to authorize
the issuance and sale of one million three hundred and one thousand four hundred
eighty-one (1,301,481) shares of its Common Stock (the "Securities") to the
Investors.
ARTICLE II
SALE AND PURCHASE OF THE SECURITIES
Subject to the terms and conditions set forth in this Agreement, each
Investor hereby subscribes for and agrees to acquire from the Company at each
Closing, and the Company hereby agrees that it shall issue to each Investor at
each Closing, free and clear of any Encumbrances, the number of shares of Common
Stock set forth opposite such Investor's name on Schedule 1 hereto against
payment of the purchase price (the "Purchase Price") set forth on Schedule 1
hereto. Each Investor acknowledges that the Securities acquired hereunder are
subject to restrictions on transfer under both the federal securities laws of
the U.S. and applicable state securities laws in the U.S. The Purchase Price due
at each Closing (as defined below) shall be paid by check payable to "Xxxxx &
Xxx Xxxxxx, LLP" or by wire transfer to:
Citibank, N.A.
Xxx Xxxx, XX 00000
Account Name: Xxxxx & Xxx Xxxxxx LLP
Attorney XXXX Account
ABA # XXXXXXXXX
Account # XXXXXXXX
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ARTICLE III
CLOSING
3.1 Closings. The purchase of the Securities by the Investors shall take
place at three closings (each a "Closing," collectively the "Closings"). Each
Closing shall be held at the main corporate office of the Company, Shennan
Middle Rd., Hualian Center, Room 405, in Shenzhen City, PR China, or at such
other location or by such other means as the parties hereto may agree. The first
Closing, at which the Investors shall purchase an aggregate of 222,222 shares at
an aggregate purchase price of five hundred ninety-nine thousand nine hundred
ninety nine dollars and forty cents ($599,999.40) shall occur on the date hereof
or at such other time and place as the parties hereto may agree. The second
Closing, at which the Investors shall purchase an aggregate of 518,519 shares at
an aggregate purchase price of one million four hundred thousand one dollars and
thirty cents ($1,400,000.30) shall occur no later than February 28, 2008. The
third Closing, at which the Investors shall purchase an aggregate of 560,740
shares at an aggregate purchase price of one million five hundred thirteen
thousand nine hundred ninety-eight dollars and no ($1,513,998.00) shall occur no
later then ten (10) days after the Company has filed its annual report on Form
10. In the event that any of such dates is not a Business Day, the Closing to be
held on such date shall be held on the first Business Day following such date.
If any Investor shall default in its obligation to purchase Securities at
any Closing, the Company shall be under no obligation to sell to such Investor
Securities that would otherwise be delivered at a subsequent Closing.
3.2 Deliveries by the Company.
(a) At each Closing, the Company shall deliver to each Investor one
or more certificates evidencing the number of Securities to be purchased by such
Investor at the Closing, each of which shall be registered in such Investor's
name or its designee, against delivery to the Company of the Purchase Price
payable by wire transfer of immediately available fund, or such other form of
funds as the Company may chose to accept, to an account that the Company
designated in writing to the Investor prior to the Closing Date.
3.3 Deliveries by the Investor. At each Closing, each Investor shall
deliver to the Company:
(a) Such other documents as are required to be delivered by the
Investor to the Company or that are, in the opinion of legal counsel to the
Company, necessary or advisable for the completion of the transaction.
3.4 Other Deliveries. At each Closing, the Company and the Investors will
deliver such duly executed documents as are necessary or appropriate in
connection with the transaction contemplated hereby.
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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR
Each Investor acknowledges that this Agreement is made with the Investor
in reliance upon Investor's representation to the Company. Each Investor,
severally as to itself and not jointly, represents and warrants to and agrees
with the Company as follows:
4.1 Regulation S Representations and Warranties.
(a) US Person. Investor represents that it is not an "U.S. Person" as that
term is defined in Rule 902(k) of Regulation S promulgated under the Securities
Act, that the Investor resides outside of the United States, and that the
Investor is not acquiring the Securities for the benefit of a U.S. Person. At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, the undersigned was outside of the
United States.
(b) Dealer; Distributor. Investor represents that it is not a distributor
or dealer as such term is defined in Section 2(a)(12) of the Securities Act, or
a person receiving a selling concession, fee or other remuneration in connection
with the Securities. Neither the Investor nor or any person acting on its behalf
has engaged, nor will engage, in any directed selling efforts to a U.S. Person
with respect to the Securities and the Investor and any person acting on his
behalf have complied and will comply with the "offering restrictions"
requirements of Regulation S under the Securities Act. The undersigned will not,
during the period commencing on the date of issuance of the Securities and
ending on the date of expiration of the date of such period as may be permitted
by Regulation S or other applicable securities law (the "Restricted Period"),
offer, sell, pledge or otherwise transfer the Securities in the United States,
or to a U.S. Person for the account or for the benefit of a U.S. Person, or
otherwise in a manner that is not in compliance with Regulation S.
(c) Resale Limitations. Investor understands that the Securities have not
been, and will not upon issuance be, registered under the Securities Act of
1933, as amended (the "Securities Act"), and further understands that the
Securities are "restricted securities" as such term is defined in Rule 144
promulgated under the Act and may be resold without registration under the Act
and the applicable rules and regulations under the Act, only in very limited
circumstances. In this connection, Investor represents that it is familiar with
the terms and provisions of Regulation S (including Rule 903 and Rule 904
promulgated under the Securities Act) and Rule 144 promulgated under the
Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. Investor further agrees that all
offers and sales of the Securities prior to the expiration of the one year
distribution compliance period shall be made in accordance with the terms and
provisions of the Securities Act including without limitation Rules 144, 903 and
904 promulgated under the Securities Act, pursuant to a registration of the
Securities under the Securities Act, or pursuant to an available exemption from
the registration requirements of the Securities Act.
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(d) Hedging Transactions. Investor agrees not to engage in hedging
transactions with regard to the Securities prior to the expiration of the
one-year distribution compliance period.
(e) Restrictive Legends. Investor further understands that the
certificates evidencing the Securities shall bear one or more of the following
legends:
"These securities have not been registered under the Securities Act
of 1933, as amended (the "Act"). They may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in
effect with respect to the securities under the Act unless an opinion of
counsel to the Company is delivered to the effect that such registration
is not required or that the securities are being sold pursuant to Rule 144
of the Act and therefore this legend should be removed."
"Transfer of these securities is prohibited except in accordance
with the provisions of Regulation S promulgated under the Securities Act
of 1933, as amended (the "Act"), pursuant to registration under the Act,
or pursuant to an available exemption from registration. Hedging
transactions involving these securities may not be conducted unless in
compliance with the Act."
- Any legend required by the securities laws of any applicable
jurisdictions.
(f) Acquisition for Own Account. Investor hereby confirms that the
Securities will be acquired for investment for Investor's own account, not as a
nominee or agent and not with a view to the resale or distribution of any part
thereof, not for the benefit or the account of a U.S. Person, and that Investor
does not have any present intention of selling, granting any participation in or
otherwise distributing any such Securities. Investor further represents that
Investor does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer, encumber, pledge, hypothecate or grant
participations to such person or to any third person, with respect to any of the
Securities.
(g) No Public Review/ No Soliciting Materials. Investor understands that
no federal or state agency has recommended or endorsed the purchase of the
Securities or passed on the adequacy or accuracy of the information set forth in
this Agreement. Investor acknowledges that it has not seen, received, been
presented with, or been solicited by any leaflet, public promotional meeting,
newspaper or magazine article or advertisement, radio or television
advertisement, or any other form of advertising or general solicitation with
respect to the sale of the Securities.
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4.2 General Representations and Warranties.
(a) Organization. If Investor is an entity, Investor is validly existing
and in good standing under the laws of its jurisdiction of organization, and has
all requisite power and authority to enter into this Agreement and consummate
the transactions contemplated hereby.
(b) Validity. The execution, delivery and performance of this Agreement,
and the other documents and instruments referred to herein, in each case to
which Investor is a party, and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action on the part of
Investor. This Agreement and each other Transaction Document have been duly and
validly executed and delivered by Investor and assuming their due authorization,
execution and delivery by the Company constitute a valid and binding obligation
of Investor, enforceable against it in accordance with the terms of each
Transaction Document, subject to bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and the rights of
creditors of insurance companies generally.
(c) Disclosure of Information. Investor acknowledges that it has received
or has had the opportunity to review all the information it considers necessary
or appropriate for deciding whether to purchase the Securities, including
without limitation copies of filings made by the Company prior to the date
hereof with the United States Securities and Exchange Commission. Investor
further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of
the Securities and the business, properties, prospects and financial condition
of the Company. Investor further acknowledges that it has been advised to
carefully review the Company's filings with the U.S. Securities and Exchange
Commission.
(d) Investment Experience. Investor is an investor in securities of
companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment and has such knowledge and
experience in financial or business matters such that it is capable of
evaluating the merits and risks of the investment in the Securities. If the
Investor is an entity, Investor represents that it has not been organized for
the purpose of acquiring the Securities.
(e) Acknowledgment of Risk. Investor understands the risks involved in
investing in the Company and represents that it can bear the full loss of its
investment in the Company.
(f) Tax Consequences. Investor is aware that there can be no assurance
regarding the federal, state or local tax consequences of an investment in the
Company, nor can there be any assurance that the Code or the regulations
promulgated thereunder or other applicable laws and regulations will not be
amended at some future time in such manner as to deprive the Company and its
stockholders of any tax benefits that might be received. In making this
investment, Investor is relying upon the advice of its personal tax advisor with
respect to the tax aspects of an investment in the Company and not on the
Company or any agent thereof.
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(g) Brokers. There is no broker, investment banker, financial advisor,
finder or other Person which has been retained by or is authorized to act on
behalf of Investor who might be entitled to any fee or commission for which the
Company will be liable in connection with the execution of this Agreement.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE COMPANY
The Company represents and warrants to and agrees with each Investor as
follows:
5.1 Limitation. The Company makes no representations or warranties other
than the representations and warranties contained in this Agreement.
5.2 Due Issuance and Authorization of Capital Stock. All of the
outstanding shares of capital stock of the Company have been validly issued and
are fully paid and nonassessable. No shares of capital stock of the Company are
subject to any lien, claim, judgment, charge, mortgage, security interest,
pledge, escrow equity or other encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing
(collectively, "Encumbrances") and the sale and delivery of the Securities to
the Investor pursuant to the terms hereof will vest in the Investor legal and
valid title to such Securities free and clear of all Encumbrances.
5.3 Organization. The Company is a corporation validly existing and in
good standing under the laws of the State of Nevada.
5.4 Authorization; Enforcement. The Company has all requisite corporate
power and has taken all necessary corporate action required for the due
authorization, execution, delivery and performance by the Company of this
Agreement and the consummation of the transactions contemplated hereby
(including, without limitation, the issuance of the Securities).
5.5 Issuance of Shares. Upon issuance against payment of the Purchase
Price, the Securities will be duly authorized, validly issued, fully paid and
non-assessable, and such Securities will be free from all taxes, liens, claims
and Encumbrances, and will not impose personal liability upon the holder
thereof.
5.6 Use of Proceeds. The proceeds of the sales of the Securities shall be
used for the purposes set forth on Schedule 2 hereto. Further, pending the
application of the proceeds for such purposes the proceeds shall be held in
escrow at an account under the direction of counsel to the Company in accordance
with an Escrow Agreement to be executed and delivered at the first Closing.
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ARTICLE VI
RISK FACTORS
THIS OFFERING INVOLVES AN EXTREMELY HIGH DEGREE OF RISK. IT IS POSSIBLE THAT
EACH INVESTOR MAY LOSE HIS ENTIRE INVESTMENT IN THE COMPANY. THERE CAN BE NO
ASSURANCE THAT AN ADEQUATE MARKET WILL DEVELOP IN THE SECURITIES OF THE COMPANY
NECESSARY TO SELL THE SECURITIES. THE SECURITIES ARE SUBJECT TO SUBSTANTIAL
RESTRICTIONS ON TRANSFER THAT MAY MAKE IT DIFFICULT FOR INVESTORS TO LIQUIDATE
THEIR INVESTMENT IN THE COMPANY. THESE RISK FACTORS ARE NOT, AND ARE NOT MEANT
TO BE, COMPLETE. INVESTORS SHOULD CAREFULLY CONSIDER ALL RISKS ASSOCIATED WITH
THE INVESTMENT, AND SHOULD CAREFULLY REVIEW THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
ARTICLE VII
DEFINITIONS
7.1 Definitions. Unless the context otherwise requires, the terms defined
in this Section 7.1 shall have the meanings specified for all purposes of this
Agreement.
Except as otherwise expressly provided, all accounting terms used in this
Agreement, whether or not defined in this Section 7.1, shall be construed in
accordance with United States generally accepted accounting principles.
"Affiliate" of any Person means any other Person which directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Person. The term "control" (including the
terms "controlled by" and "under common control with") as used with respect to
any Person means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
"Agreement" means this Subscription Agreement.
"Business Day" means a day other than a Saturday, Sunday or day on which
banking institutions in Los Angeles, California, and Shenzhen, PR China, are
authorized or required to remain closed.
"By-Laws" shall mean the By-Laws of the Company as in effect on the
Closing Date and as hereafter from time to time amended, modified, supplemented
or restated.
"Common Stock" means the shares of the Company's common stock with a par
value of $0.001 per share authorized in, and designated as, "Common Stock" in
the Company's Articles of Incorporation.
"Closing(s)" has the meaning assigned to it in Section 3.1 hereof.
"Closing Date" has the meaning assigned to it in Section 3.1 hereof.
"Code" means the Internal Revenue Code of 1986, as amended.
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"Encumbrances" has the meaning assigned to it in Section 5.2 hereof.
"Indemnification Period" shall have the meaning set forth in Section 8.3.
"Indemnified Party" shall have the meaning set forth in Section 8.3.
"Indemnifying Party" shall have the meaning set forth in Section 8.3.
"Investor" has the meaning set forth in the recitals.
"Losses" shall have the meaning set forth in Section 8.3.
"Person" means any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, government (whether
federal, state, country, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department thereof)
or other entity.
"Purchase Price" has the meaning assigned it in Section 2.1 hereof.
"SEC" means the Securities and Exchange Commission.
"Securities" shall have the meaning assigned to such term in Section 1.1
hereof.
"Securities Act" or "Act" means the Securities Act of 1933, as amended.
"U.S." means the United States of America.
7.2 "Transaction Documents" shall mean this Agreement and all other
documents as are required to be delivered by the Investor to the Company
pursuant to this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 Waivers and Amendments. Upon the approval of the Company, and the
written consent of each of the Investors (a) the obligations of the Company, and
the rights of an Investor under this Agreement may be waived (either generally
or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely), and (b) the Company may enter
into a supplemental agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
or of any supplemental agreement or modifying in any manner the rights and
obligations hereunder or thereunder of the Investors and the Company; provided,
however, that without each Investor's written consent, no such amendment or
waiver shall affect adversely such Investor's rights hereunder in a
discriminatory manner inconsistent with its adverse effects on rights of other
Investors hereunder (other than as reflected by the different number of shares
held by such Investors).
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The foregoing notwithstanding, no such waiver or supplemental agreement
shall affect any of the rights of any holder of a security created by any
subsequent amendments to the Articles of Incorporation or by the Nevada General
Corporation Law without compliance with all applicable provisions of the
Articles of Incorporation as may be amended and the Nevada General Corporation
Law.
Neither this Agreement, nor any provision hereof, may be changed, waived,
discharged or terminated orally or by course of dealing, but only by a statement
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, except to the extent provided in this
Section.
8.2 Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be hand delivered
or mailed postage prepaid by registered or certified mail or transmitted by
facsimile transmission (with immediate telephonic confirmation thereafter),
(a) If to an Investor, to the respective addresses set forth on
the counterpart signature pages of this Agreement signed by
such Investor:
or (b) If to the Company:
1330 Ave. of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000 X.X.X.
Facsimile No.: (000) 000-0000
or at such other address as the Company or an Investor each may specify by
written notice to the others, and each such notice, request, consent and other
communication shall for all purposes of the Agreement be treated as being
effective or having been given when delivered if delivered personally, upon
receipt of facsimile confirmation if transmitted by facsimile, or, if sent by
mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.
8.3 Indemnification of the Company.
(a) Each Investor, severally as to itself and not jointly, hereby
indemnifies the Company against and agrees to hold the Company harmless from any
and all Losses arising out of any misrepresentation or breach of any
representation, warranty or covenant by such Investor pursuant to this
Agreement.
(b) Claims Notice. In the event the Company wishes to assert a claim
for indemnification hereunder, (the "Indemnified Party") it shall deliver
written notice (a "Claims Notice") to the applicable Investor (the "Indemnifying
Party"), specifying the facts constituting the basis for, and the amount (if
known) of the claim asserted.
(c) No Duplication; Sole Remedy.
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(i) Any liability for indemnification hereunder shall be
determined without duplication of recovery by reason of the state of facts
giving rise to such liability constituting a breach of more than one
representation or warranty.
(ii) The parties' respective rights to indemnification
provided for in this Section 8.3 shall be the exclusive remedy for any Losses
for which indemnification is provided hereunder; provided, however, that nothing
contained herein shall prevent an Indemnified Party from pursuing remedies that
may be available to such party under applicable law in the event of an
Indemnifying Party's failure to comply with its indemnification obligations
under this Section 8.3 or in the case of fraud.
8.4 Survival of Representations, Warranties and Covenants. The
representations and warranties of the parties hereto made pursuant to this
Agreement shall survive the Closing until two (2) years after the Closing Date,
provided that the representations and warranties contained in Sections 4.1, 4.2,
5.2, and 5.3 shall survive indefinitely.
8.5 No Implied Waivers. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
8.6 Successors and Assigns. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective parties hereto, the successors and assigns of the respective
Investors and the successors of the Company whether so expressed or not. None of
the parties hereto may assign any of its rights or obligations hereunder without
the prior written consent of the other parties hereto, except that an Investor
may, without the prior consent of the Company, assign its rights hereunder to
any of its Affiliates. This Agreement shall not inure to the benefit of or be
enforceable by any other Person.
8.7 Headings. The headings of the Sections and paragraphs of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
8.8 Governing Law. This Agreement will be governed by and construed under
the laws of the State of New York without regard to its conflicts of laws rules.
8.9 Expenses. Except as otherwise specifically provided in this Agreement,
the parties to this Agreement shall bear their respective costs and expenses
incurred in connection with the preparation and execution of this Agreement and
the transactions contemplated hereby.
8.10 Jurisdiction. Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement or the transactions contemplated hereby may be brought in any federal
or state court located in the County of New York and State of New York, and each
of the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
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and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 8.2 shall be deemed
effective service of process on such party.
8.11 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
8.12 Counterparts; Effectiveness. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
with the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument. This Agreement shall become effective
when each party hereto has received counterparts hereof signed by all of the
other parties hereto.
8.13 Entire Agreement. This Agreement and the other Transaction Documents
contain the entire agreement among the parties hereto with respect to the
subject matter hereof and such Agreement supersedes and replaces all other prior
agreements, written or oral, among the parties hereto with respect to the
subject matter hereof.
8.14 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to affect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
[The remainder of this page has intentionally been left blank]
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8.15 No Further Obligation. Following the Closing, except for the payment
by each Investor of the Purchase Price in accordance with the terms hereof, no
Investor has any further obligation to invest in the Company under this
Agreement, the other Transaction Documents, or any of the transactions
contemplated hereby or thereby.
IN WITNESS WHEREOF, the Company and the Investors hereto have caused this
Subscription Agreement to be duly executed as of the day and year first above
written.
Universal Travel Group:
/s/ Xxxxxxxxx Xxxxx
------------------------------
Xx. Xxxxxxxxx Xxxxx
Chairman of the Board/ Chief Executive Officer
Investors:
Total Shine Group Limited
By: ______________________
Victory High Investments Limited
By: _______________________
Think Big Trading Limited
By: ______________________
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SCHEDULE 1
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Investors Address Number of Shares of Common Purchase Price
Stock Acquired at Each
Closing
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1) Total Shine Group Limited Shennan Road, Hualian Center 1st Closing-77,778 USD $ 210,000.60
room 301 - 309 2nd Closing-181,482 USD $ 490,001.40
Xxxxxxxx, Xxxxx 0xx Xxxxxxx-000,000 USD $ 529,899.30
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455,519 USD $1,229,901.30
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2) Victory High Investments Shennan Road, Hualian Center 1st Closing-73,333 USD $ 197,999.10
Limited room 301 - 309 2nd Closing- 171,111 USD $ 461,999.70
Xxxxxxxx, Xxxxx 0xx Xxxxxxx-000,000 USD $ 499,618.80
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429,488 USD $1,159,617.60
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3) Think Big Trading Limited Shennan Road, Hualian Center 1st Closing-71,111 USD $ 191,999.70
room 301 - 309 2nd Closing- 165,926 USD $ 448,000.20
Shenzhen, China 3rd Closing- 179,437 USD $ 484,479.90
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416,474 USD $1,124,479.80
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1,301,481 $ 3,513,998.70
13
SCHEDULE 2
USE OF PROCEEDS
Use Amount
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Payment to Dingyi Investment Co $ 388,900
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Payment to Shenzhen Hua Yin Guaranty and Investment Limited
Liability Corporation $ 1.458.800
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Payment to Foshan Acquisition $ 1,666,700
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Total $3,513,998.70
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14
