AGREEMENT
This
Agreement is made as of the 14th
day of
December, 2007, by and between Achievers Magazine Inc., a Nevada corporation
(the “Issuer”), and Arto Tavukciyan, (“Arto”) and Xxxxxx Xxxxx (“Xxxxxx” and,
together with Arto, the “Sellers” and each, a “Seller”).
WITNESSETH:
WHEREAS,
the Sellers are the owners of an aggregate of 3,340,000 shares (the “Shares”) of
the Issuer’s common stock, par value $.0001 per share (“Common Stock”), in the
respective amounts set forth on Schedule A hereto, and
WHEREAS,
the Sellers desire to sell to the Issuer, and the Issuer desires to purchase
the
Shares from the Sellers, on and subject to the terms of this
Agreement;
WHEREFORE,
the parties hereto hereby agree as follows:
1. Sale
of the Shares.
Subject
to the terms and conditions of this Agreement, and in reliance upon the
representations, warranties, covenants and agreements contained in this
Agreement, the Sellers shall sell the Shares to the Issuer, and the Issuer
shall
purchase the Shares from the Sellers for a purchase price (the “Purchase Price”)
equal to $700,000, allocated between the Sellers as set forth in Schedule A
attached hereto. In addition, the Issuer will pay a finders’ fee of $100,000 to
Ventana Capital Partners (“Ventana”), payable in installments of $50,000 on each
of March 31, 2008 and June 30, 2008.
2. Closing.
(a) The
purchase and sales of the Shares shall take place at a closing (the “Closing”),
to occur immediately following execution and delivery of this
Agreement.
(b) At
the
Closing:
(i) The
Sellers shall deliver to the Issuer certificates for 2,715,000 of the Shares,
duly endorsed in form for transfer to the Issuer.
(ii) The
Sellers shall deliver to the Escrow Agent certificates for 625,000 shares,
duly
endorsed in blank in form for transfer. Such shares shall be held by the Escrow
Agent pursuant to the Escrow Agreement.
(iii) The
Issuer shall deliver to the Sellers its promissory note in the principal amount
of $700,000 (the “Note”), which shall be payable to the Escrow Agent, as
hereinafter defined.
(iv) The
Issuer shall deliver a certificate for 625,000 of the Shares, together with
a
stock power duly endorse in blank, to Xxxx Xxxxxxxxxx PLC, as escrow agent,
(the
“Escrow Agent”) such shares to be held as security for the payment by the Issuer
of its obligations under the Note and its obligations to Ventana in the amount
of $100,000, which are payable in installments of $50,000 on each of March
31,
2008 and June 30, 2008.
(v) The
Issuer shall have executed the escrow agreement pursuant to which 625,000 shares
shall be held in escrow under the following terms and conditions:
(A) If
by
March 31, 2008, the Issuer shall not have made (x) the first payment due
pursuant to the Note, which is in the amount of $350,000, and (y) the first
payment of $50,000 to Ventana, both of which are due on March 31, 2008, the
Escrow Agent shall release 250,000 shares to the Sellers and 62,500 shares
to
Ventana.
(B) If,
by
March 31, 2008, the Issuer shall have made both (x) the first payment due
pursuant to the Note, which is in the amount of $350,000 and (y) the first
payment of $50,000 to Ventana, both of which are due on March 31, 2008, the
Escrow Agent shall deliver 312,500 shares to the Issuer.
(C) If,
by
June 30, 2008, the Issuer shall not have made (x) the second payment due
pursuant to the Note, which is in the amount of $350,000, and (y) the second
payment of $50,000 to Ventana, both of which are due on June 30, 2008, the
Escrow Agent shall release 250,000 shares to the Sellers and 62,500 shares
to
Ventana.
(D) If,
by
June 30, 2008, the Issuer shall have made both (x) the first payment due
pursuant to the Note, which is in the amount of $350,000 and (y) the first
payment of $50,000 to Ventana, both of which are due on June 30, the Escrow
Agent shall deliver 312,500 shares to the Issuer.
(E) The
Issuer has approved a 1.6-for-1 share distribution pursuant to which each share
of common stock becomes 1.6 shares, with the result that the Issuer will issue
six-tenths (0.6) of a share of Common Stock for each share of Common Stock
outstanding on the record date. As a result, the numbers in this Agreement
will
be increased by 60%. As a result, upon the effectiveness of the share
distribution, the number of shares held in escrow will become 1,000,000 shares,
and the amount of shares referred to in this Section 2(b)(v) shall be adjusted
as follows: 312,500 shares shall become 500,000 shares, 250,000 shares shall
become 400,000 shares, 62,500 shares shall become 100,000 shares.
(vi) The
Sellers shall deliver evidence that, as of Closing, that all liabilities and
obligations of the Issuer, of any kind and description, whether immediate,
direct, contingent or indirect, shall have been paid or cancelled, with the
result that the Issuer has, as of the Closing, no liabilities or obligations
of
any kind.
(vii) The
Issuer shall have transferred all of the capital stock of Achievers Publishers,
Inc., a British Columbia corporation and wholly-owned subsidiary of the Issuer
to Arto, with the Issuer having no residual liabilities or obligations with
respect thereto.
(viii) The
Issuer shall deliver or cause the Issuer’s transfer agent to deliver a certified
copy of the stock ledger of the Issuer listing every stockholder of record
as of
the most recent practicable date.
(ix) Counsel
for the Issuer shall have given its opinion to the Issuer, which may be relied
on by any subsequent purchasers of the Issuer’s capital stock and their counsel
if such purchases take place as part of the next direct or indirect merger
or
similar transaction with an operating business that results in a change of
control of the Issuer (“Reverse Merger Issuances”), to the effect that all of
the issued and outstanding capital stock has been duly and validly authorized
and issued and is fully paid and non-assessable and to such counsel’s knowledge
not issued in violation of any preemptive right, right of first refusal or
other
right, and that the issuance of such capital stock was exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506
or
506 of the Commission thereunder.
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(x) All
officers and directors of the Issue shall have resigned from their positions,
and they shall have elected Dengyong Jin as the sole director.
(xi) The
Issuer shall deliver a good standing certificate issued by the Secretary of
State of the State of Nevada and a certified copy of the Issuer’s Articles of
Incorporation, as currently in effect, certified by the Secretary of State
of
the State of Nevada.
(c) The
Sellers understand that following the Closing, the Issuer may engage a different
accounting firm. At and at any time after the Closing, the parties shall duly
execute, acknowledge and deliver all such further assignments, conveyances,
instruments and documents, and shall take such other action consistent with
the
terms of this Agreement to carry out the transactions contemplated by this
Agreement. Without limiting the foregoing, the Issuer and Sellers jointly and
severally agree that they shall cause the Issuer’s current management to execute
such certificates, auditor representation letters and other representations
(“Certifications”) as the Issuer may reasonably request in order to enable the
Issuer to prepare and file future reports with the Commission, including the
Issuer’s Report on Form 8-K relating to this Agreement, and Sellers shall pay
such fees and take such steps as may be necessary to facilitate the Issuer’s
auditor’s preparation of the financial statements and its report for accounting
periods and events prior to the Closing related thereto for the current fiscal
year and provide such additional assistance as is required by the Issuer in
order to file its financial statements in filings made subsequent to the
Closing; provided, however, that Sellers shall have no obligation with respect
to fees of any accountants engaged by the Issuer after the Closing. Such
Certifications shall specifically include a representation letter for the
benefit of the Issuer’s auditor in the form requested by its auditors. Any such
Certifications shall treat only periods and events prior to Closing. Further,
at
the cost of Sellers, the Issuer will file its final federal and state returns
and any SEC filings, including any amendment to any previously filed reports,
relating to periods prior to the Closing Date.
3. Certain
Adjustments in the Shares held in Escrow.
(a) In
the
event that the market price for the Issuer’s Common Stock is less than Minimum
Price on March 31, 2008 or June 30, 2008, and the Escrow Agent is required
to
deliver some or all of the shares held in escrow, the Issuer shall deliver
to
the Escrow Agent such additional number of share as is determined by multiplying
the number of shares to be delivered on such date by the Minimum Price and
dividing the result by the market price and subtracting from that number the
shares held in escrow that are to be delivered at that time. The Minimum Price
shall be $0.80 per share. For example, if on March 31, 2008, the market price
is
$0.60 per share and the number of shares to be delivered from escrow is 312,500
shares, the number of additional shares of Common Stock to be delivered shall
be
determined as follows:
312,500
x
$.80 = $250,000
$250,000/$.60
= 416,667
416,667
shares – 312,500 shares = 104,167 shares, being the number of additional
shares to be issued.
(b) The
market price shall determined by taking the average of the high and low reported
sales prices of the Common Stock on each day during the ten trading days
preceding March 31, 2008 or June 30, 2008, as the case may be.
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(c) If,
prior
to June 30, 2008, the Issuer shall issue any shares of Common Stock at a price
which is less than $1.20 per share (after giving effect to the 1.6-for-one
share
distribution), the Issuer shall issue to the Escrow Agent such number of
additional shares as shall be determined by multiplying the number of shares
of
Common Stock then held in escrow, after giving effect to the share distribution,
by a fraction, the numerator of which is the number of shares sold by the Issuer
at a price which is less than $1.20 and the denominator of which is 13,000,000.
For example, if, at a time when there are 1,000,000 shares in escrow, the Issuer
sells 2,600,000 shares of Common Stock at a price which is less than $1.20,
the
number shares to be issued to the Escrow Agent shall be determined as
follows:
Number
of
additional shares = 1,000,000 x 2,600,000/13,000,000 = 200,000
shares.
If
the
number of shares held by the escrow agent is 500,000 shares, the number of
additional shares would be 100,000 shares.
(d) All
additional shares issuable to the Escrow Agent shall be issued in the name
of
the Escrow Agent, as escrow agent.
4. Representations
and Warranties of the Issuer and Sellers.
The
Issuer and Sellers hereby jointly and severally make the following
representations and warranties to each other and to any persons who acquire
the
Issuer’s capital stock following the Closing in Reverse Merger Issuances,
provided, that such representations and warranties shall survive the Closing
for
a period of one (1) year and provided further that each Seller makes no
representations and warranties other than with respect to himself and the Shares
to be sold hereunder:
(a) The
Issuer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. The Issuer has the corporate power to
own
its properties and to carry on its business as now being conducted and is duly
qualified to do business and is in good standing in each jurisdiction in which
the failure to be so qualified and in good standing would have a material
adverse effect on the Issuer. The Issuer is not in violation of any of the
provisions of its certificate of incorporation or by-laws. No consent, approval
or agreement of any individual or entity is required to be obtained by the
Issuer in connection with the execution and performance by the Issuer of this
Agreement or the execution and performance by the Issuer of any agreements,
instruments or other obligations entered into in connection with this Agreement.
The Issuer has no active subsidiary, and, except for an inactive subsidiary
which has no assets or liabilities, it does not have any equity investment
or
other interest, direct or indirect, in, or any outstanding loans, advances
or
guarantees to or on behalf of, any domestic or foreign individual or
entity.
(b) The
Issuer has authorized capital stock consisting of 75,000,000 shares of Issuer
Common Stock, par value $.000l per share, of which 5,108,900 shares of Common
Stock, including the Shares, are presently issued and outstanding. Sellers
own
the Shares free and clear of any and all liens, claims, encumbrances, preemptive
rights, right of first refusal and adverse interests of any kind.
(c) Neither
the Issuer nor Sellers are party to any agreement or understanding pursuant
to
which any securities of any class of capital stock are to be issued or created
or transferred. The Issuer has not acquired any shares of Common Stock, and
has
no formal or informal agreements or understandings pursuant to which it can
or
will acquire any shares of Issuer Common Stock (other than this Agreement).
Except as contemplated in the Securities Purchase Agreement (the “Purchase
Agreement”), neither the Issuer nor Sellers nor any officer, director or 5%
stockholder of the Issuer has any agreements, plans, understandings or
proposals, whether formal or informal or whether oral or in writing, pursuant
to
which it or he granted or may have issued or granted any individual or entity
any Convertible Security or any interest in the Issuer or the Issuer’s earnings
or profits, however defined. As used in this Agreement, the term “Convertible
Securities” shall mean any options, rights, warrants, convertible debt, equity
securities or other instrument or agreement upon the exercise or conversion
of
which or upon the exchange of which or pursuant to the terms of which additional
shares of any class of capital stock of the Issuer may be issued.
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(d) There
is
no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
properties or any of its officers or directors (in their capacities as such).
There is no judgment, decree or order against the Issuer that could prevent,
enjoin, alter or delay any of the transactions contemplated by this Agreement.
The term “Best Knowledge” of the Issuer shall mean and include (i) actual
knowledge and (ii) that knowledge which a prudent businessperson would
reasonably have obtained in the management of such Person’s business affairs
after making due inquiry and exercising the due diligence which a prudent
businessperson should have made or exercised, as applicable, with respect
thereto.
(e) There
are
no claims, actions, suits, proceedings, inquiries, labor disputes or
investigations (whether or not purportedly on behalf of the Issuer) pending
or,
to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation. No bankruptcy, receivership or debtor relief
proceedings are pending or, to the best of the Issuer’s knowledge, threatened
against the Issuer.
(f) The
Issuer is in compliance with, is not in violation of, and has not received
any
notices of violation with respect to, any federal, state, local or foreign
Law,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its business. References in this
Agreement to “Laws” shall refer to any laws, rules or regulations of any
federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without
limitation, any federal or state securities law, regulation, rule or
administrative order).
(g) The
Issuer has properly filed all tax returns required to be filed and has paid
all
taxes shown thereon to be due. All tax returns previously filed are true and
correct in all material respects.
(h) The
Issuer has no outstanding liabilities or obligations to any party except as
reflected on the Issuer’s Form 10-KSB for the year ended July 31, 2007 and the
Form 10-QSB for the quarter ended October 31, 2007, other than charges since
such date similar to those incurred in past periods and consistent with past
practice, all of which will be discharged prior to or at the Closing so that,
at
the Closing, the Issuer will have no direct, contingent or other obligations
of
any kind or any commitment or contractual obligations of any kind and
description.
(i) All
of
the business and financial transactions of the Issuer have been fully and
properly reflected in the books and records of the Issuer in all material
respects and in accordance with generally accepted accounting principles
consistently applied.
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(j) The
Issuer is current with its reporting obligations under Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). None of the
Issuer’s filings made pursuant to the Exchange Act (collectively, the “Issuer
SEC Documents”) contain any misstatements of material fact or omit to state a
material fact necessary to make the statements made therein not misleading.
The
Issuer SEC Documents, as of their respective dates, complied in all material
respects with the requirements of the Exchange Act, and the rules and
regulations of the Commission there under, and are available on the Commission’s
XXXXX system. The financial statements included in the Issuer SEC Documents
present and reflect, in accordance with generally accepted accounting
principles, consistently applied, the financial condition of the Issuer on
the
balance sheet dates and the results of its operations, cash flows and changes
in
stockholders’ equity for the periods then ended in accordance with generally
accepted accounting principles, consistently applied. The accountants who
audited the Issuer’s financial statements are independent, within the meaning of
the Securities Act and are a member of the PCAOB. There has not occurred any
material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings,
business or operations of the Issuer, from that set forth in the Issuer’s Form
10-KSB for the year ended July 31, 2007.
(k) The
execution and delivery of this Agreement by the Issuer and the consummation
of
the transactions contemplated by this Agreement will not result in any material
violation of the Issuer’s certificate of incorporation or by-laws, or any
applicable Law.
(l) All
representations, covenants and warranties of the Issuer and Sellers contained
in
this Agreement shall be true and correct on and as of the Closing Date with
the
same effect as though the same had been made on and as of such
date.
5. Release.
Each
Seller does hereby release and discharge the Issuer, its officers, directors
and
counsel their respective heirs, executors, administrators, successors and
assigns from any and all actions, causes of action, suits, debts, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, damages, claims and demands whatsoever,
in
law, admiralty or equity which against them or any of them such Seller and
his
heirs, executors, administrators, successors and assigns ever had, now have
or
may in the future can, shall or may have, for, upon or by reason or any matter,
cause or thing whatsoever from the beginning of the world to the date of this
Agreement; provided, however, that nothing in this Section 5 shall be construed
as a release of any of the rights or obligations which either Seller may have
pursuant to this Agreement, the escrow agreement or the Note.
6. Finder’s
Fee.
Sellers
jointly and severally represent and warrant that, other than the fee payable
to
Ventana, no person is entitled to receive a finder’s, broker’s or similar fee
from the Issuer in connection with this Agreement as a result of any action
taken by the Issuer or Sellers pursuant to this Agreement, and agree jointly
and
severally to indemnify and hold harmless the Issuer, its officers, directors
and
affiliates, in the event of a breach of the representation and warranty set
forth in this Section 6.
7. Indemnification
by Sellers.
Sellers
shall jointly and severally indemnify and hold harmless the Issuer, its officers
and directors from and against any manner of loss, liability, damage or expense
(including reasonable fees and expenses of counsel) which they may incur as
a
result of a breach of any of the representations and warranties contained in
Section 4 of this Agreement.
8. Termination
by Mutual Agreement.
This
Agreement may be terminated at any time by mutual consent of the parties hereto,
provided that such consent to terminate is in writing and is signed by each
of
the parties hereto.
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9. Miscellaneous.
(a) Entire
Agreement.
This
Agreement constitutes the entire agreement of the parties, superseding and
terminating any and all prior or contemporaneous oral and written agreements,
understandings or letters of intent between or among the parties with respect
to
the subject matter of this Agreement. No part of this Agreement may be modified
or amended, nor may any right be waived, except by a written instrument which
expressly refers to this Agreement, states that it is a modification or
amendment of this Agreement and is signed by the parties to this Agreement,
or,
in the case of waiver, by the party granting the waiver. No course of conduct
or
dealing or trade usage or custom and no course of performance shall be relied
on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter. Any waiver shall be limited
to the express terms thereof and shall not be construed as a waiver of any
other
provisions or the same provisions at any other time or under any other
circumstances.
(b) Severability.
If any
section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect
(c) Notices.
All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier,
mail
or messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mall as provided in this Section 7(c). Notices shall be deemed
to
have been received on the date of personal delivery or telecopy or attempted
delivery. Notice shall be delivered to the parties at the following
addresses:
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If
to the Issuer:
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c/o
Xinghe Xingyong Carbon Co., Ltd.
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000
Xxxxxxx Xxx
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Xxxxxxxxxxxxx
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Xxxxxx
Xxxxxx
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Inner
Mongolia, China
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Attention:
Denyong Jin, CEO
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Fax:
00-0000-0000000
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Attention
of Mr. Dengyong Jin, CEO
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With
a copy to:
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Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
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00
Xxxxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attention:
Xxxxx X. Xxxxxxxx
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E-mail:
xxxxxxxxx@xxxx.xxx
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Fax:
(000) 000-0000
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If
to Arto:
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Arto
Tavukciyan
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Achievers
Publishing
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Xxxxx
000-000 Xxxxxx Xxxxxx
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Xxxxxxxxx,
XX X0X 0X0
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If
to Xxxxxx:
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Xxxxxx
Xxxxx
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Achievers
Publishing
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000-000
Xxxxxx Xxxxxx
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Xxxxxxxxx,
XX X0X 0X0
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With
a copy to
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Ventana
Capital Partners, Inc.
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0000
Xxxxxxxx Xxxxxxx
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Xx
Xxxxx, XX 00000
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Any
party
may, by like notice, change the address, person or telecopier number to which
notice shall be sent.
(d) Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New York applicable to agreements executed and to be performed wholly
within such State, without regard to any principles of conflicts of law. Each
of
the parties hereby irrevocably consents and agrees that any legal or equitable
action or proceeding arising under or in connection with this Agreement shall
be
brought in the federal or state courts located in the County of New York in
the
State of New York, by execution and delivery of this Agreement, irrevocably
submits to and accepts the jurisdiction of said courts, (iii) waives any defense
that such court is not a convenient forum, and (iv) consent to any service
of
process made either (x) in the manner set forth in Section 11(c) of this
Agreement (other than by telecopier), or (y) any other method of service
permitted by law.
(e) Waiver
of Jury Trial.
EACH
PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY WAIVES ANY RIGHT TO
A
TRIAL BY JURY IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING TO ENFORCE THIS
AGREEMENT OR ANY OTHER ACTION OR PROCEEDING WHICH MAY ARISE OUT OF OR IN ANY
WAY
BE CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.
(f) Expenses.
Sellers
shall be responsible and liable for their and the Issuer’s expenses incurred in
connection with the preparation of this Agreement, the consummation of the
transactions contemplated by this Agreement.
(g) Successors.
This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns;
provided, however, that the Issuer may not assign this Agreement or any of
its
rights under this Agreement without the prior written consent of the Sellers,
and neither Seller may assign this Agreement or any of his rights under this
Agreement without the prior written consent of the Issuer.
(h) Further
Assurances.
Each
party to this Agreement agrees, without cost or expense to any other party,
to
deliver or cause to be delivered such other documents and instruments as may
be
reasonably requested by any other party to this Agreement in order to carry
out
more fully the provisions of, and to consummate the transaction contemplated
by,
this Agreement.
(i) Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original but all of which together shall constitute
one
and the same instrument.
(j) No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties with the advice of counsel to express their mutual intent, and no rules
of strict construction will be applied against any party.
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(k) Headings.
The
headings in the Sections of this Agreement are inserted for convenience only
and
shall not constitute a part of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
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ISSUER;
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By:
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/s/
Dengyong Jin
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Dengyong
Jin, CEO
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SELLERS:
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/s/
Arto Tavukciyan
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Arto
Tavukciyan
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/s/
Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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Schedule
A
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Number of Shares
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Purchase Price
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2,840,000
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*
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Xxxxxx
Xxxxx
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500,000
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*
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*Total
payments are $700,000, to be paid to the escrow agent.
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