SHARE EXCHANGE AGREEMENT
This SHARE EXCHANGE AGREEMENT, dated as
of March 29, 2010 (the “Agreement”) by and among GRANTO, INC, a Nevada
corporation (“Granto”), RONGFU AQUACULTURE, INC., a Delaware corporation
(“Rongfu”), all of the shareholders of Rongfu whose names are set forth on
Exhibit A attached hereto (the “Rongfu Holders”) and the shareholder of Granto
whose name is set forth on Exhibit B attached hereto (the “Granto
Holder”).
WHEREAS,
the authorized capital of Granto consists of 90,000,000 shares of common stock,
par value $.001 per share (the "Common Stock"), and 10,000,000 shares of
preferred stock, par value $.001 per share (the "Preferred Stock"). Of such
authorized capital, 1,000,000 shares of Common Stock and no shares of Preferred
Stock are issued and outstanding;
WHEREAS, the Rongfu Holders own the
number of shares of Common Stock, par value $.001 per share of Rongfu (“Rongfu
Common Stock”) and warrants to purchase Rongfu Stock (the “Rongfu Warrants” and
collectively with the Rongfu Common Stock, the “Rongfu Securities”) set forth
opposite their name of Exhibit A;
WHEREAS, the Granto Holder is the
largest shareholder of Granto and the sole officer and director of
Granto;
WHEREAS, the Granto Holder will receive
significant benefits in connection with or as a result of the consummation of
the transactions contemplated by this Agreement and has agreed to enter into
this Agreement in order to induce the other parties to enter into this
Agreement;
WHEREAS, each of the Rongfu Holders
believes it is in such person’s best interest to exchange with Granto all of the
Rongfu Securities such person holds for the shares of Granto Common Stock and
warrants to purchase shares of Granto Common Stock set forth opposite
such person’s name on Exhibit A attached hereto (the “New Securities”);
and
WHEREAS, it the intention of the
parties that: (i) said exchange of shares shall qualify
as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the “Code”); and (ii) said exchange shall
qualify as a transaction in securities exempt from registration or qualification
under the Securities Act of 1933, as amended and in effect on the date of this
Agreement (the “1933 Act”).
NOW, THEREFORE, in consideration of the
mutual terms, conditions and other agreements set forth herein, the parties
hereto hereby agree as follows:
ARTICLE
I
EXCHANGE
OF RONGFU SECURITIES FOR NEW SECURITIES
Section
1.1 Agreement of Rongfu Holders
and Granto to Exchange Rongfu Securities for New
Securities. On the Closing Date (as hereinafter defined) and
upon the terms and subject to the conditions set forth in this Agreement, the
Rongfu Holders shall sell, assign, transfer, convey and deliver all of the
Rongfu Securities to Granto, and Granto shall accept the Rongfu Securities from
the Rongfu Holders in exchange for the issuance to the Rongfu Holders of the
type and number of New Securities set forth opposite the names of the Rongfu
Holders on Exhibit A hereto.
Section 1.2 Capitalization. On
the Closing Date, immediately before the transactions to be consummated pursuant
to this Agreement, Granto shall have authorized capital consisting of 90,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. Of such
authorized capital, 1,000,000 shares of Common Stock shall be issued and
outstanding and no shares of Preferred Stock shall be issued or
outstanding.
Section
1.3 Closing. The
closing of the exchange to be made pursuant to this Agreement (the "Closing")
shall take place at 10:00 a.m. E.S.T. on the second business day after the
conditions to closing set forth in Articles V and VI have been satisfied or
waived, or at such other time and date as the parties hereto shall agree in
writing (the "Closing Date"), at the offices of Guzov Ofsink, LLC, 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000. At the Closing, the Rongfu Holders shall deliver to
Granto the certificates representing 100% of the Rongfu Securities, duly
endorsed for transfer or accompanied by appropriate stock powers or warrant
assignments duly executed in blank. In full consideration and
exchange for the Rongfu Securities, Granto shall issue and exchange to each
Xxxxxx Xxxxxx the New Securities set forth opposite the name of the Xxxxxx
Xxxxxx on Exhibit A.
Section
1.4 Tax
Treatment. The exchange described herein is
intended to comply with Section 368(a)(1)(B) of the Code, and all applicable
regulations thereunder. In order to ensure
compliance with said provisions, the parties agree to take whatever steps may be
necessary, including, but not limited to, the amendment of this
Agreement.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF GRANTO AND THE GRANTO HOLDERS
Each of Granto and the Granto Holders
hereby severally represents, warrants and agrees as follows:
Section
2.1 Corporate
Organization
x. Xxxxxx is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and has all requisite corporate
power and authority to own its properties and assets and to conduct its business
as now conducted and is duly qualified to do business in good standing in each
jurisdiction in which the nature of the business conducted by Granto or the
ownership or leasing of its properties makes such qualification and being in
good standing necessary, except where the failure to be so qualified and in good
standing will not have a material adverse effect on the business, operations,
properties, assets, condition or results of operation of Granto (a "Granto
Material Adverse Effect");
2
b. Copies of
the Articles of Incorporation and Bylaws of Granto are attached hereto as
Schedule 2.1(b). Such copies are accurate and complete as of the date hereof and
neither of the foregoing documents have been amended. The minute
books of Granto are current as required by law, contain the minutes of all
meetings of the Board of Directors and shareholders of Granto from its date of
incorporation to the date of this Agreement, and adequately reflect all material
actions taken by the Board of Directors and shareholders of Granto.
Section
2.2 Capitalization of
Granto. The authorized capital stock of Granto consists of
90,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. Of
such authorized capital, 1,000,000 shares of Common Stock are issued and
outstanding as of the date hereof and no Preferred Shares are issued or
outstanding as of the date hereof. All of the New Securities to be issued
pursuant to this Agreement have been duly authorized and will be validly issued,
fully paid and non-assessable and no personal liability will attach to the
ownership thereof. As of the date of this Agreement there are and as
of the Closing Date, there will be, no outstanding options, warrants,
agreements, commitments, conversion rights, preemptive rights or other rights to
subscribe for, purchase or otherwise acquire any shares of capital stock or any
un-issued or treasury shares of capital stock of Granto, except for the New
Securities to be issued pursuant to this Agreement.
Section
2.3 Subsidiaries and Equity
Investments. Granto has no subsidiaries or equity interest in
any corporation, partnership or joint venture.
Section
2.4 Authorization and Validity
of Agreements. Granto has all corporate power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Granto and the consummation by Granto of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action of Granto, and no other corporate proceedings on the part of
Granto are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby.
Section 2.5 No Conflict or
Violation. The execution, delivery and performance of this
Agreement by Granto does not and will not violate or conflict with any provision
of its Articles of Incorporation or By-laws, and does not and will not violate
any provision of law, or any order, judgment or decree of any court or other
governmental or regulatory authority, nor violate or result in a breach of or
constitute (with due notice or lapse of time or both) a default under, or give
to any other entity any right of termination, amendment, acceleration or
cancellation of, any contract, lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which Granto is a
party or by which it is bound or to which any of their
respective properties or assets is subject, nor will it result in the
creation or imposition of any lien, charge or encumbrance of any kind whatsoever
upon any of the properties or assets of Granto, nor will it result in the
cancellation, modification, revocation or suspension of any of the licenses,
franchises, permits to which Granto is bound.
3
Section
2.6 Consents and
Approvals. No consent, waiver, authorization or approval of
any governmental or regulatory authority, domestic or foreign, or of any other
person, firm or corporation, is required in connection with the execution and
delivery of this Agreement by Granto or performance by Granto of its obligations
hereunder.
Section
2.7 Absence of Certain Changes
or Events. Since its inception:
(a) Granto is not currently engaged in
any business. Granto was in the business of developing, manufacturing, and
selling mechanical chalkboard erasers with built-in micro vacuums specifically
for office and school supply retailers and teachers in the Philippines and other
Asian countries as end users. However, such business has been terminated and no
assets or liabilities relating thereto, including any contingent obligations,
contractual obligations or pending, threatened or potential claims exist as of
the date hereof. As of the date of this Agreement, there is no, and as of the
Closing Date there shall not be any, event, condition, circumstance or
prospective development which threatens or may threaten to have a material
adverse effect on the assets, properties, operations, prospects, net income or
financial condition of Granto; and
(b) there has not been, and as of the
Closing Date there shall not be, any declaration, setting aside or payment of
dividends or distributions with respect to shares of capital stock of Granto or
any redemption, purchase or other acquisition of any capital stock of Granto or
any other of Granto’s securities.
Section
2.8 Survival. Each
of the representations and warranties set forth in this Article II shall be
deemed represented and made by Granto and the Granto Holders at the Closing as
if made at such time and shall survive the Closing for a period terminating on
the first anniversary of the date of this Agreement.
Section
2.9. Litigation. Granto is
not a party to any suit, action, arbitration or legal, administrative or other
proceeding, nor is there any governmental investigation which is pending or
threatened against or affecting Granto or its, business, assets or financial
condition. Granto is not in default with respect to any order, writ, injunction
or decree of any federal, state, local or foreign court, department, agency or
instrumentality applicable to it.
Section 2.10 Disclosure. This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereby by or on behalf of Granto in connection with
the transactions contemplated by this Agreement, when taken together, do not
contain any untrue statement of a material fact or omit any material fact
necessary in order to make the statements contained herein and/or therein not
misleading.
Section 2.11 Brokers’
Fees. Neither Granto nor any
Granto Holder nor Rongfu nor any Xxxxxx Xxxxxx has any liability to pay any fees
or commissions or other consideration to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.
4
Section 2.12 No Assets or Liabilities as
of Closing Date. As of the Closing
Date, except for its corporate records, Granto will have no assets or
liabilities, including without limitation, contract rights or liabilities or
contingent liabilities.
Section 2.13 Financial
Statements. Granto’s financial statements (the “Financial
Statements”)contained in its filings with the Securities and Exchange Commission
(“SEC”) have been prepared in accordance with U.S. GAAP applied on a consistent
basis throughout the periods indicated and with each other, except that the
unaudited Financial Statements do not contain all footnotes required by U.S.
GAAP. The Financial Statements fairly present the financial condition
and operating results of the Company as of the dates, and for the periods,
indicated therein, subject to normal year-end audit
adjustments. Except as set forth in the Financial Statements, Granto
has no material liabilities (contingent or otherwise). Granto is not
a guarantor or indemnitor of any indebtedness of any other person, firm or
corporation. Granto maintains and will continue to maintain a
standard system of accounting established and administered in accordance with
U.S. GAAP until Closing.
Section 2.14 Securities Laws.
Granto has complied in all respects with applicable federal and state securities
laws, rules and regulations, including the Sarbanes Oxley Act of 2002, as such
laws, rules and regulations apply to Granto and its securities; and all shares
of capital stock of Granto have been issued in accordance with applicable
federal and state securities laws, rules and regulations. There are
no stop orders in effect with respect to any of Granto’s
securities.
Section 2.15 Tax Returns, Payments and
Elections. Granto has timely filed all Tax (as defined below) returns,
statements, reports, declarations and other forms and documents (including,
without limitation, estimated Tax returns and reports and material information
returns and reports) (“Tax Returns”) required pursuant to applicable law to be
filed with any Tax Authority (as defined below), all such Tax Returns are
accurate, complete and correct in all material respects, and Granto has timely
paid all Taxes due. For purposes of this Agreement, the following
terms have the following meanings: “Tax” (and, with correlative
meaning, “Taxes” and “Taxable”) means any and all taxes including, without
limitation, (i) any net income, alternative or add-on minimum tax, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits, value
added, net worth, license, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property, environmental or windfall profit tax,
custom, duty or other tax, governmental fee or other like assessment or charge
of any kind whatsoever, together with any interest or any penalty, addition to
tax or additional amount imposed by any United States, local or foreign
governmental authority or regulatory body responsible for the imposition of any
such tax (domestic or foreign) (a “Tax Authority”), (ii) any liability for the
payment of any amounts of the type described in (i) as a result of being a
member of an affiliated, consolidated, combined or unitary group for any taxable
period or as the result of being a transferee or successor thereof and (iii) any
liability for the payment of any amounts of the type described in (i) or (ii) as
a result of any express or implied obligation to indemnify any other
person.
5
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF RONGFU
Rongfu
represents, warrants and agrees as follows:
Section
3.1 Corporate
Organization.
(a) Rongfu
is duly organized, validly existing and in good standing under the laws of
Delaware and has all requisite corporate power and authority to own its
properties and assets and to conduct its business as now conducted and is duly
qualified to do business in good standing in each jurisdiction in where the
nature of the business conducted by Rongfu or the ownership or leasing of its
properties makes such qualification and being in good standing necessary, except
where the failure to be so qualified and in good standing will not have a
material adverse effect on the business, operations, properties, assets,
condition or results of operation of Rongfu (a "Rongfu Material Adverse
Effect").
(b) Copies of
the Certificate of Incorporation of Rongfu, with all amendments thereto to the
date hereof, have been furnished to Granto, and such copies are accurate and
complete as of the date hereof. The minute books of Rongfu are
current as required by law, contain the minutes of all meetings of the Board of
Directors and shareholders of Rongfu, and committees of the Board of Directors
of Rongfu from the date of incorporation to the date of this Agreement, and
adequately reflect all material actions taken by the Board of Directors,
shareholders and committees of the Board of Directors of Rongfu.
Section
3.2 Capitalization of Rongfu;
Title to the Rongfu Securities. On the Closing Date,
immediately before the transactions to be consummated pursuant to this
Agreement, Rongfu shall have authorized 50,000,000 shares of common stock, par
value $.001 per share, of which 20,286,789 will be issued and outstanding. The
foregoing shares are the sole authorized and outstanding shares of capital stock
of Rongfu, and except for the Rongfu Warrants set forth on Schedule 3.2 attached
hereto, which pursuant to the terms hereof will be assigned to Granto (and
thereafter cancelled by Granto) in exchange for the issuance to the holders of
such Rongfu Warrants of warrants to purchase the same number of shares of Granto
Common Stock having an exercise price which is adjusted upon the terms set forth
in the Rongfu Warrants and the Securities Purchase Agreement pursuant to which
the Rongfu Warrants were issued, but otherwise having the other terms and
conditions which were contained in the Rongfu Warrants, there are no outstanding
options, warrants, agreements, commitments, conversion rights, preemptive rights
or other rights to subscribe for, purchase or otherwise acquire any shares of
capital stock or any un-issued or treasury shares of capital stock of Rongfu,
other than the Rongfu Securities.
6
Section
3.3 Disclosure. This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereby by or on behalf of Rongfu in connection with
the transactions contemplated by this Agreement, when taken together, do not
contain any untrue statement of a material fact or omit any material fact
necessary in order to make the statements contained herein and/or therein not
misleading.
Section
3.4 Survival. Each
of the representations and warranties set forth in this Article III shall be
deemed represented and made by Rongfu at the Closing as if made at such time and
shall survive the Closing for a period terminating on the first anniversary of
the date of this Agreement.
Section
3.5 Tax Returns. Rongfu acknowledges that
Granto has informed Rongfu that Granto has not filed any Tax Returns; provided, however,
that this acknowledgment shall not constitute a waiver by Riongfu or the Rongfu
Holders of claims for recovery of penalties or other damages incurred by Granto
for failure to file Tax returns as per Section 2.15 of this
Agreement.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF RONGFU HOLDERS
Each of
the Rongfu Holders severally represents, warrants and agrees as
follows:
Section
4.1 Authorization and Validity
of Agreements. If such Xxxxxx Xxxxxx is a corporation, such
Xxxxxx Xxxxxx has all corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by the Xxxxxx Xxxxxx and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
and no other corporate proceedings on the part of the Xxxxxx Xxxxxx are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. No approvals by the shareholders of the Rongfu
are required for the Xxxxxx Xxxxxx to consummate the transactions contemplated
hereby.
Section
4.2 No Conflict or
Violation. The execution, delivery and performance of this
Agreement by such Xxxxxx Xxxxxx does not and will not violate or conflict with
any provision of the constituent documents of the Xxxxxx Xxxxxx, and does not
and will not violate any provision of law, or any order, judgment or decree of
any court or other governmental or regulatory authority.
Section
4.3 Investment
Representations. (a) All of the New Securities to
be acquired by the Xxxxxx Xxxxxx pursuant to this Agreement will be acquired
hereunder solely for the account of such Xxxxxx Xxxxxx, for investment, and not
with a view to the resale or distribution thereof. Each Xxxxxx Xxxxxx
understands and is able to bear any economic risks associated with such Xxxxxx
Xxxxxx’x investment in the New Securities. Each Xxxxxx Xxxxxx has had full
access to all the information such Xxxxxx Xxxxxx considers necessary or
appropriate to make an informed investment decision with respect to the New
Securities to be acquired under this Agreement.
7
Section 4.4
Xxxxxx Xxxxxx
Status. The Xxxxxx Xxxxxx is either (i) an “accredited investor” (as such
term is defined in Rule 501(a) of Regulation D promulgated under the 1933 Act),
or (ii) not a “U.S. person” (as such term is defined in Regulation S promulgated
under the 0000 Xxx) and is not acquiring the New Securities for the benefit of
any U.S. person.
Section
4.5 Reliance on
Exemptions. Such Xxxxxx Xxxxxx understands that the New
Securities are being offered and issued to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities
laws and that Granto is relying upon, among other things, the truth and accuracy
of, and such Xxxxxx Xxxxxx’x compliance with, the representations, warranties,
agreements, acknowledgments and understandings of such Xxxxxx Xxxxxx set forth
herein in order to determine the availability of such exemptions and the
eligibility of such Xxxxxx Xxxxxx to acquire the New Securities.
Section
4.6 Information. Such
Xxxxxx Xxxxxx and its advisors, if any, have been furnished with all materials
relating to the offer and sale of the New Securities which have been requested
by such Xxxxxx Xxxxxx. Such Xxxxxx Xxxxxx and its advisors, if any, have been
afforded the opportunity to ask questions of Granto. Neither such
inquiries nor any other due diligence investigations conducted by such Xxxxxx
Xxxxxx or its advisors, if any, or its representatives shall modify, amend or
affect such Xxxxxx Xxxxxx’x right to rely on the representations and warranties
contained herein. Such Xxxxxx Xxxxxx understands that its investment in the New
Securities involves a high degree of risk and is able to afford a complete loss
of such investment. Such Xxxxxx Xxxxxx has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision in respect of its acquisition of the New
Securities.
Section
4.7 No Governmental
Review. Such Xxxxxx Xxxxxx understands that no United States
federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the New Securities or the
fairness or suitability of the investment in the New Securities nor have such
authorities passed upon or endorsed the merits of the offering of the New
Securities.
8
Section
4.8 Transfer or
Resale. Such Xxxxxx Xxxxxx
understands: (i) the New Securities have not been and are not
being registered under the 1933 Actor any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) such Xxxxxx Xxxxxx shall have delivered to
Granto an opinion of counsel, in a form reasonably acceptable to Granto, to the
effect that such New Securities to be sold, assigned or transferred may be sold,
assigned or transferred pursuant to an exemption from such registration, or
(C) such Xxxxxx Xxxxxx provides Granto with assurance reasonably acceptable
to Granto that such New Securities can be sold, assigned or transferred pursuant
to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a
successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the
New Securities made in reliance on Rule 144 may be made only in accordance with
the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of
the New Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the 0000 Xxx) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC thereunder; and
(iii) none of Granto or any other person is under any obligation to
register the New Securities under the 1933 Act or any state securities laws or
to comply with the terms and conditions of any exemption
thereunder. Notwithstanding the foregoing, and subject to compliance
with applicable securities laws, the New Securities may be pledged in connection
with a bona fide margin account or other loan or financing arrangement secured
by the New Securities and such pledge of New Securities shall not be deemed to
be a transfer, sale or assignment of the New Securities hereunder, unless
required by law, and no Xxxxxx Xxxxxx effecting a pledge of New Securities shall
be required to provide Granto with any notice thereof or otherwise make any
delivery to Granto pursuant to this Agreement.
Section 4.9
Survival. Each
of the representations and warranties set forth in this Article IV shall be
deemed represented and made by the Xxxxxx Xxxxxx at the Closing as if made at
such time and shall survive the Closing for a period terminating on the second
anniversary of the date of this Agreement.
ARTICLE
V
COVENANTS
Section
5.1 Certain Changes and Conduct
of Business.
(a) From
and after the date of this Agreement and until the Closing Date, Granto shall
not, and the Granto Holders shall cause Granto not to, carry out any business
other than maintaining its corporate existence and making any governmental
filings necessary and in a manner consistent with all representations,
warranties or covenants of Granto and the Granto Holders and shall not and shall
cause Granto to not:
|
i.
|
make
any change in its Articles of Incorporation or Bylaws; issue any
additional shares of capital stock or equity securities or grant any
option, warrant or right to acquire any capital stock or equity securities
or issue any security convertible into or exchangeable for its capital
stock or alter in any material term of any of its outstanding securities
or make any change in its outstanding shares of capital stock or its
capitalization, whether by reason of a reclassification, recapitalization,
stock split or combination, exchange or readjustment of shares, stock
dividend or otherwise;
|
|
ii.
|
A.
|
incur,
assume or guarantee any indebtedness for borrowed money, issue any notes,
bonds, debentures or other corporate securities or grant any option,
warrant or right to purchase any thereof;
or
|
9
|
B.
|
issue
any securities convertible or exchangeable for debt or equity securities
of Granto;
|
|
iii.
|
make
any sale, assignment, transfer, abandonment or other conveyance of any of
its assets or any part thereof;
|
|
iv.
|
subject
any of its assets, or any part thereof, to any lien or suffer such to be
imposed t;
|
|
v.
|
acquire
any assets, raw materials or properties, or enter into any other
transaction;
|
|
vi.
|
enter
into any new (or amend any existing) employee benefit plan, program or
arrangement or any new (or amend any existing) employment, severance or
consulting agreement, grant any general increase in the compensation of
officers or employees (including any such increase pursuant to any bonus,
pension, profit-sharing or other plan or commitment) or grant any increase
in the compensation payable or to become payable to any
employee;
|
|
vii.
|
make
or commit to make any material capital
expenditures;
|
|
viii.
|
pay,
loan or advance any amount to, or sell, transfer or lease any properties
or assets to, or enter into any agreement or arrangement with, any of its
affiliates;
|
|
ix.
|
guarantee
any indebtedness for borrowed money or any other obligation of any other
person;
|
|
x.
|
fail
to keep in full force and effect insurance comparable in amount and scope
to coverage maintained by it (or on behalf of it) on the date
hereof;
|
|
xi.
|
take
any other action that would cause any of the representations and
warranties made by it in this Agreement not to remain true and correct in
all material aspect;
|
|
xii.
|
make
any loan, advance or capital contribution to or investment in any
person;
|
|
xiii.
|
make
any change in any method of accounting or accounting principle, method,
estimate or practice;
|
|
xiv.
|
settle,
release or forgive any claim or litigation or waive any
right;
|
10
|
xv.
|
commit
itself to do any of the foregoing.
|
(b) From
and after the date of this Agreement and until the Closing Date Rongfu
shall:
|
1.
|
continue
to maintain, in all material respects, its properties in accordance with
present practices in a condition suitable for its current
use;
|
|
2.
|
conduct
no business other than maintaining its corporate existence and making
necessary governmental filings; and
|
|
3.
|
keep
its books of account, records and files in the ordinary course and in
accordance with existing practices.
|
Section
5.2 Access to Properties and
Records. Rongfu shall afford Granto’s accountants, counsel and
authorized representatives, and Granto shall afford to Rongfu’s accountants,
counsel and authorized representatives full access during normal business hours
throughout the period prior to the Closing Date (or the earlier termination of
this Agreement) to all of such parties’ properties, books, contracts,
commitments and records and, during such period, shall furnish promptly to the
requesting party all other information concerning the other party's business,
properties and personnel as the requesting party may reasonably request,
provided that no investigation or receipt of information pursuant to this
Section 5.2 shall affect any representation or warranty of or the conditions to
the obligations of any party.
Section
5.4 Consents and
Approvals. The parties shall:
(a) use
their reasonable commercial efforts to obtain all necessary consents, waivers,
authorizations and approvals of all governmental and regulatory authorities,
domestic and foreign, and of all other persons, firms or corporations required
in connection with the execution, delivery and performance by them of this
Agreement; and
(b) diligently
assist and cooperate with each party in preparing and filing all documents
required to be submitted by a party to any governmental or regulatory authority,
domestic or foreign, in connection with such transactions and in obtaining any
governmental consents, waivers, authorizations or approvals which may be
required to be obtained connection in with such transactions.
Section
5.5 Public
Announcement. Unless otherwise required by applicable law, the
parties hereto shall consult with each other before issuing any press release or
otherwise making any public statements with respect to this Agreement and shall
not issue any such press release or make any such public statement prior to such
consultation.
Section
5.6 Stock
Issuance. From and after the date of this Agreement until the
Closing Date, neither Granto nor Rongfu shall issue any additional shares of its
capital stock or other securities.
11
ARTICLE
VI
CONDITIONS TO OBLIGATIONS OF RONGFU
HOLDERS
The
obligations of the Rongfu Holders to consummate the transactions contemplated by
this Agreement are subject to the fulfillment, at or before the Closing Date, of
the following conditions, any one or more of which may be waived by the Rongfu
Holders in their sole discretion:
Section
6.1 Representations and
Warranties of Granto and the Granto Holder. All representations and
warranties concerning Granto made in this Agreement shall be true and correct on
and as of the Closing Date as if again made by Granto and the Granto Holder as
of such date.
Section
6.2 Agreements and
Covenants. Granto shall have performed and complied in all
material respects to all agreements and covenants required by this Agreement to
be performed or complied with by it on or prior to the Closing
Date.
Section 6.3
Consents and
Approvals. Consents, waivers, authorizations and approvals of
any governmental or regulatory authority, domestic or foreign, and of any other
person, firm or corporation, required in connection with the execution, delivery
and performance of this Agreement shall be in full force and effect on the
Closing Date.
Section
6.4 No Violation of
Orders. No preliminary or permanent injunction or other order
issued by any court or governmental or regulatory authority, domestic or
foreign, nor any statute, rule, regulation, decree or executive order
promulgated or enacted by any government or governmental or regulatory
authority, which declares this Agreement invalid in any respect or prevents the
consummation of the transactions contemplated hereby, or which materially and
adversely affects the assets, properties, operations, prospects, net income or
financial condition of Granto shall be in effect; and no action or proceeding
before any court or governmental or regulatory authority, domestic or foreign,
shall have been instituted or threatened by any government or governmental or
regulatory authority, domestic or foreign, or by any other person, or entity
which seeks to prevent or delay the consummation of the transactions
contemplated by this Agreement or which challenges the validity or
enforceability of this Agreement.
Section
6.5 Other Closing
Documents. The Rongfu Holders shall have received such other
certificates, instruments and documents in confirmation of the representations
and warranties of Granto or in furtherance of the transactions contemplated by
this Agreement as they or their counsel may reasonably request.
Section
6.6 Absence of
Litigation. No action, suit or proceeding before any court or any
governmental body or authority, pertaining to the transactions contemplated by
this Agreement or to its consummation, shall have been instituted or
threatened.
12
Section
6.7 Resignation and Replacement
of Directors and Officers. All of the current directors and
officers of Granto shall have resigned and the designees of Rongfu and no other
persons shall have been elected as directors of Granto.
Section
6.8 Disposition of Granto’s
Existing Business, Assets and Liabilities. As of the Closing Date, except
for its corporate records, Granto shall have no assets or liabilities, including
without limitation, contract rights or liabilities or contingent
liabilities.
Section
6.9 Call Option
Agreements.
Xxxxxx Xxxx (“Xxxx”), the holder of 18,000,000 shares of Rongfu Common
Stock and one of the Rongfu Holders, is a party to four different Call Option
Agreements, dated December 29, 2009 with four persons pursuant to which Chan has
granted to such persons the option to purchase a portion of the Rongfu Common
Stock held by Chan, subject to the satisfaction of certain conditions (the “Call
Option Agreements”). The Call Option Agreements shall have been amended to
provide that immediately upon the consummation of this Agreement, in lieu of
Rongfu Common Stock, the options granted under the Call Option Agreements shall
be for the purchase of Granto Common Stock and all references in the Call Option
Agreements to “the Shell Company” or “the Company” shall mean Granto, but except
for such changes, all of the other terms and conditions set forth in the Call
Option Agreements shall remain in full force and effect.
Section 6.10 Cancellation of Certain
Shares. An aggregate of 1,150,000 shares of Granto Common Stock formerly
held by the Granto Holder shall have been cancelled without the payment to the
Granto Holder of any consideration so that as of the Closing only 1,000,000
shares of Granto Common Stock shall be outstanding.
Section 6.11 Waiver of Notice of Rongfu
Covenants under Bridge Financing Agreement.. Each of the Rongfu Holders
who purchased Rongfu Securities pursuant to Securities Purchase Agreements in
January 2010 (the “January 2010 SPAs”) hereby waives the performance by Rongfu
of all covenants and agreements of Rongfu under the January 2010 SPA to which it
is a party, including, without limitation, the giving to such Xxxxxx Xxxxxx of
the notice specified in Section 6.4 of such January 2010 SPA.
ARTICLE
VII
CONDITIONS
TO OBLIGATIONS OF GRANTO
The
obligations of Granto to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, at or before the Closing Date, of the
following conditions, any one or more of which may be waived by Granto in its
sole discretion:
Section
7.1 Representations and
Warranties of Rongfu and Rongfu Holders. All representations
and warranties made by Rongfu and the Rongfu Holders in this Agreement shall be
true and correct on and as of the Closing Date as if again made by Rongfu and
the Rongfu Holders on and as of such date.
13
Section
7.2 Agreements and
Covenants. The Rongfu Holders shall have performed and
complied in all material respects to all agreements and covenants required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date.
Section
7.3 Consents and
Approvals. All consents, waivers, authorizations and approvals
of any governmental or regulatory authority, domestic or foreign, and of any
other person, firm or corporation, required in connection with the execution,
delivery and performance of this Agreement, shall have been duly obtained and
shall be in full force and effect on the Closing Date.
Section
7.4 No Violation of
Orders. No preliminary or permanent injunction or other order
issued by any court or other governmental or regulatory authority, domestic or
foreign, nor any statute, rule, regulation, decree or executive order
promulgated or enacted by any government or governmental or regulatory
authority, domestic or foreign, that declares this Agreement invalid or
unenforceable in any respect or which prevents the consummation of the
transactions contemplated hereby, or which materially and adversely affects the
assets, properties, operations, prospects, net income or financial condition of
Rongfu, taken as a whole, shall be in effect; and no action or proceeding before
any court or government or regulatory authority, domestic or foreign, shall have
been instituted or threatened by any government or governmental or regulatory
authority, domestic or foreign, or by any other person, or entity which seeks to
prevent or delay the consummation of the transactions contemplated by this
Agreement or which challenges the validity or enforceability of this
Agreement.
Section
7.5. Other Closing
Documents. Granto shall have received such other certificates,
instruments and documents in confirmation of the representations and warranties
of the Rongfu Holders or in furtherance of the transactions contemplated by this
Agreement as Granto or its counsel may reasonably request.
Section
7.6 Absence of
Litigation. No action, suit or proceeding before any court or any
governmental body or authority, pertaining to the transactions contemplated by
this Agreement or to its consummation, shall have been instituted or threatened
against Xxxxxx, Xxxxxx or any Xxxxxx Xxxxxx.
ARTICLE
VIII
TERMINATION
AND ABANDONMENT
SECTION
8.1 Methods of
Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time before the
Closing:
(a) By the
mutual written consent of the parties;
14
(b) By
Granto upon a material breach of any representation, warranty, covenant or
agreement on the part of the Rongfu Holders set forth in this
Agreement, or if any representation or warranty of Rongfu or the Rongfu Holders
shall become untrue, in either case such that any of the conditions set forth in
Article VII hereof would not be satisfied, and such breach shall, if capable of
cure, has not been cured within ten (10) days after receipt by the party in
breach of a notice from the non-breaching party setting forth in detail the
nature of such breach;
(c) By the
Rongfu Holders, upon a material breach of any representation, warranty, covenant
or agreement on the part of Granto set forth in this Agreement, or, if any
representation or warranty of Granto and the Granto Holders shall become untrue,
in either case such that any of the conditions set forth in Article VI hereof
would not be satisfied, and such breach shall, if capable of cure, not have been
cured within ten (10) days after receipt by the party in breach of a written
notice from the non-breaching party setting forth in detail the nature of such
breach;
(d) By any
party, if the Closing shall not have consummated on or before March 31,
2010;
(e) By any
party if a court of competent jurisdiction or governmental, regulatory or
administrative agency or commission shall have issued an order, decree or ruling
or taken any other action (which order, decree or ruling the parties hereto
shall use its best efforts to lift), which permanently restrains, enjoins or
otherwise prohibits the transactions contemplated by this
Agreement.
Section
8.2 Procedure Upon
Termination. In the event of termination and abandonment of
this Agreement by a party pursuant to Section 8.1, written notice thereof shall
forthwith be given by the terminating party to the other parties and this
Agreement shall terminate and the transactions contemplated hereby shall be
abandoned, without further action. If this Agreement is terminated as
provided herein, no party to this Agreement shall have any liability or further
obligation to any other party to this Agreement; provided, however, that no
termination of this Agreement pursuant to this Article VIII shall relieve any
party of liability for a breach of any provision of this Agreement occurring
before such termination.
15
ARTICLE
IX
MISCELLANEOUS
PROVISIONS
Section
9.1 Survival of
Provisions. The respective representations, warranties,
covenants and agreements of each of the parties to this Agreement (except
covenants and agreements which are expressly required to be performed and are
performed in full on or before the Closing Date) shall survive the Closing Date
and the consummation of the transactions contemplated by this Agreement for a
period of one year. In the event of a breach of any of such representations,
warranties or covenants, the party to whom such representations, warranties or
covenants have been made shall have all rights and remedies for such breach
available to it under the provisions of this Agreement or otherwise, whether at
law or in equity, regardless of any disclosure to, or investigation made by or
on behalf of such party on or before the Closing Date.
Section
9.2 Publicity. No
party shall cause the publication of any press release or other announcement
with respect to this Agreement or the transactions contemplated hereby without
the consent of the other parties, unless a press release or announcement is
required by law. If any such announcement or other disclosure is
required by law, the disclosing party agrees to give the non-disclosing parties
prior notice and an opportunity to comment on the proposed
disclosure.
Section
9.3 Successors and
Assigns. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and assigns;
provided, however, that no party shall assign or delegate any of the obligations
created under this Agreement without the prior written consent of the other
parties.
Section
9.4 Fees and
Expenses. Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such fees, costs or expenses.
Section
9.5 Notices. All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been given or made if in writing and
delivered personally or sent by registered or certified mail (postage prepaid,
return receipt requested) to the parties at the following
addresses:
If to
Rongfu to:
Rongfu
Aquaculture, Inc.
Xxxxxx Xxxx 000
Xx. 000 Xxxxxxxxxxx
Xxxx
Guangzhou City,
People’s Republic of China
510075
Attn: Mr.
Xxxxxx Xxxx, Chief Executive Officer
Fax:
000-00-000-0000-0000
16
with a
copy to:
Guzov Ofsink, LLC
000 Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx, Esq.
Fax: 000-000-0000
If to
Granto, to:
00
Xxxxxxx Xxx
Xxxxxxxx,
Xxx Xxxxxx
Attn.:
Xxxxx Xxxxxxxx, President
e-mail:janetgargiulo@msn
If to the
Rongfu Holders, to the names and addresses as set forth on Exhibit A
hereto;
If to the
Granto Holder, to the person whose name and address is set forth on Exhibit B
hereto;
or to
such other persons or at such other addresses as shall be furnished by any party
by like notice to the others, and such notice or communication shall be deemed
to have been given or made as of the date so delivered or mailed. No change in
any of such addresses shall be effective insofar as notices under this Section
9.5 are concerned unless such changed address is located in the United States of
America and notice of such change shall have been given to such other party
hereto as provided in this Section 9.5
Section
9.6 Entire
Agreement. This Agreement, together with the exhibits hereto,
represents the entire agreement and understanding of the parties with reference
to the transactions set forth herein and no representations or warranties have
been made in connection with this Agreement other than those expressly set forth
herein or in the exhibits, certificates and other documents delivered in
accordance herewith. This Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings and
agreements between the parties relating to the subject matter of this Agreement
and all prior drafts of this Agreement, all of which are merged into this
Agreement. No prior drafts of this Agreement and no words or phrases
from any such prior drafts shall be admissible into evidence in any action or
suit involving this Agreement.
Section
9.7 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be
possible so as to be valid and enforceable.
17
Section
9.8 Titles and
Headings. The Article and Section headings contained in this
Agreement are solely for convenience of reference and shall not affect the
meaning or interpretation of this Agreement or of any term or provision
hereof.
Section
9.9 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall be considered one and the
same agreement.
Section
9.10 Convenience of Forum;
Consent to Jurisdiction. The parties to this Agreement, acting
for themselves and for their respective successors and assigns, without regard
to domicile, citizenship or residence, hereby expressly and irrevocably elect as
the sole judicial forum for the adjudication of any matters arising under or in
connection with this Agreement, and consent and subject themselves to the
jurisdiction of, the courts of the State of New York located in County of New
York, and/or the United States District Court for the Southern District of New
York, in respect of any matter arising under this Agreement. Service of process,
notices and demands of such courts may be made upon any party to this Agreement
by personal service at any place where it may be found or giving notice to such
party as provided in Section 9.5.
Section
9.11 Enforcement of the
Agreement. The parties hereto agree that irreparable damage
would occur if any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereto, this being in addition to any other remedy to
which they are entitled at law or in equity.
Section
9.12 Governing
Law. This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of New York without giving
effect to the choice of law provisions thereof.
Section
9.13 Amendments
and Waivers. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by all of the parties hereto. No waiver by any party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
Section
9.14 Indemnification.
(a) Unless
this Agreement is terminated under Article VIII hereof, the Granto Holder shall
defend, protect, indemnify and hold harmless Xxxxxx, Xxxxxx and each of the
Rongfu Holders and all of their respective stockholders, partners, members,
officers, directors, employees and direct or indirect investors and any of the
foregoing persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees,
liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or
arising out of, or relating to (i) any misrepresentation or breach of any
representation or warranty made by Granto or the Granto Holder in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby,
(ii) any breach of any covenant, agreement or obligation of Granto or the
Granto Holder contained in this Agreement or any other certificate, instrument
or document contemplated hereby or thereby or (iii) any cause of action,
suit or claim brought or made against such Indemnitee by a third party
(including for these purposes a derivative action brought on behalf of Granto or
Rongfu) and arising out of or resulting from the execution, delivery,
performance or enforcement of this Agreement or any other certificate,
instrument or document contemplated hereby or thereby.
18
(b) Promptly
after receipt by Indemnitee under this Section 9.14 of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving an Indemnified Liability, such Indemnitee shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 9.14, deliver to the indemnifying party a written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnitee, as the case may be; provided, however, that an
Indemnitee shall have the right to retain its own counsel with the fees and
expenses of not more than one counsel for such Indemnitee to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnitee and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnitee and any other party represented by such
counsel in such proceeding. The Indemnitee shall cooperate fully with
the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnitee which relates to
such action or claim. The indemnifying party shall keep the
Indemnitee reasonably apprised at all times as to the status of the defense or
any settlement negotiations in respect thereof. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent; provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the prior written
consent of the Indemnitee, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnitee of a release
from all liability in respect to such claim or litigation, and such settlement
shall not include any admission as to fault on the part of the Indemnitee.
Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnitee in respect of all third
parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnitee under this Section 9.14, except to the extent that the indemnifying
party is materially prejudiced in its ability to defend such
action.
19
(c) The
indemnification required by this Section 9.14 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Liabilities are incurred.
(d) The indemnity agreements contained
herein shall be in addition to (i) any cause of action or similar right of the
Indemnitee against the indemnifying party or others, and (ii) any liabilities
the indemnifying party may be subject to pursuant to the law.
[Remainder
of page intentionally left blank]
20
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
By:
/s/ Xxxxx Xxxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxxx
|
Title:
|
President
|
RONGFU
AQUACULTURE, INC.
|
|
By:
/s/ Xxxxxx Xxxx
|
|
Name:
|
Xxxxxx
Xxxx
|
Title:
|
President
|
RONGFU
HOLDERS:
|
|
/s/ Xxxxxx Xxxx
|
|
Xxxxxx
Xxxx
|
|
/s/ Xxxxxxxx Xxx
|
|
Xxxxxxxx
Xxx
|
|
CHINA
FINANCIAL SERVICES
|
|
By:
|
/s/
Xxxxxx Xx
|
Name:
Xxxxxx Xx
|
|
Title:
President
|
21
SILVER
ROCK II LIMITED
|
|
By:
|
/s/ Xxxx Xxxxx
|
Name:
Xxxx Xxxxx
|
|
Title:
Director
|
|
THE
BOSPHOROUS GROUP, INC.
|
|
By:
|
/s/ Xxxxxx X. XxXxxxx
|
Name:
Xxxxxx X. XxXxxxx
|
|
Title:
President
|
|
JAYHAWK
PRIVATE EQUITY FUND II, L.P.
|
|
By:
|
/s/ Xxxxxxx Xxxxxxx
|
Name:
Xxxxxxx Xxxxxxx
|
|
Title:
CFO
|
|
HUA-MEI
21st
CENTURY PARTNERS, L.P.
|
|
By:
|
/s/ Xxxxx Xxxxx
|
Name:
Xxxxx Xxxxx
|
|
Title:
Managing Director
|
|
GUERRILLA
PARTNERS, L.P.
|
|
By:
|
/s/ Xxxxx Xxxxx
|
Name:
Xxxxx Xxxxx
|
|
Title:
Managing Director
|
|
THE
XXXXX FAMILY TRUST.
|
|
By:
|
/s/ Xxxxx Xxxxx
|
Name:
Xxxxx Xxxxx
|
|
Title:
Trustee
|
|
As
to Article II, Section 5.1 and Article IX only:
|
|
GRANTO
HOLDER:
|
|
/s/ Xxxxx Xxxxxxxx
|
|
Xxxxx
Xxxxxxxx
|
22
EXHIBIT
A
RONGFU
HOLDERS
Name
and
Address
of
Xxxxxx
Xxxxxx
|
Rongfu
Common Stock
Being
Exchanged
|
Granto
Common Stock
Being Issued in
Exchange
|
Rongfu Series
A Warrants
Being
Exchanged/
Granto Series C
Warrants Being
Issued in
Exchange
|
Rongfu Series
B Warrants
Being
Exchanged/
Granto Series D
Warrants Being
Issued in
Exchange
|
||||||||||||
Ying
Xxxx Xxxx
Xxxxxx
Xxxx 000,
Xx.000
Xxxxxxxxxxx Xxxx,
Xxxxxxxxx
Xxxx, X.X.Xxxxx
000000
|
17,400,556 | 17,400,556 |
–
|
–
|
||||||||||||
Xxx
Xxxxxxxx
00
Xxxxxx Xxxxxx
Xxxxxx
Xxxx Xxxx,
XX
00000
|
413,924 | 413,924 |
–
|
–
|
||||||||||||
China
Financial Services
00
Xxxxxx Xxxxxx
Xxxxxx
Xxxx Xxxx,
XX
00000
|
476,076 | 476,076 |
–
|
–
|
||||||||||||
Hua-Mei
21st Century Partners,
000
Xxxx Xxxxxx,
0xx
Xx. Xxx Xxxx,
XX
00000
|
23,050 | 33,333 | 23,050/33,333 | 23,050/33,333 | ||||||||||||
Guerrilla
Partners, LP
000
Xxxx Xxxxxx,
0xx
Xx. Xxx Xxxx,
XX
00000
|
12,411 | 17,949 |
12,411/17,949
|
12,411/17,949 | ||||||||||||
Jayhawk
Private Equity Fund II, LP
000
Xxxxx Xxxx 000-000
Xxxxxxx
Xxxxxxx,
XX
00000
|
70,922 | 102,564 | 70,922/102,564 | 70,922/102,564 | ||||||||||||
Xxxxx
Family Trust
0000
X Xxxxx Xxxx
Xxxxxx
XX
00000
|
17,730 | 25,641 | 17,730/25,641 | 17,730/25,641 | ||||||||||||
Silver
Rock II, Ltd.
Silver
Rock II Ltd.
Sable
Trust Liited
0xx
Xxxxx, Xxxxx Xxxxxxxx,
Xxxx
Xxxx, Xxxx Xxxx,
Xxxxxxx
XX, BVI
|
88,652 | 128,205 | 88,652/128,205 | 88,652/128,205 | ||||||||||||
The
Bosphorous Group, Inc.
000
X. Xxxxxx Xx., Xxx 000
Xxxxxx
Xxxx,
XX
00000
|
17,730 | 25,641 | 17,730/25,641 | 17,730/25,641 |
23
EXHIBIT
B
GRANTO
HOLDER
Name and
Address
Xxxxx
Xxxxxxxx
00
Xxxxxxx Xxx
Xxxxxxxx,
Xxx Xxxxxx 00000
24
SCHEDULE
3.2
OUTSTANDING WARRANTS TO
PURCHASE RONGFU COMMON STOCK
Series A Warrants: Exercise
Price $3.53 per Share; Expiration Date: January 7, 2015
Name of Holder
|
Number of Shares
|
|||
The Xxxxx Family Trust
|
17,730 | |||
Silver Rock II Limited
|
88,652 | |||
The Bosphorous Group, Inc.
|
17,730 |
Series B Warrants: Exercise
Price $4.23 per Share; Expiration Date: January 7, 2015
Name of Holder
|
Number of Shares
|
|||
The Xxxxx Family Trust
|
17,730 | |||
Silver Rock II Limited
|
88,652 | |||
The Bosphorous Group, Inc.
|
17,730 |
Name of Holder
|
Number of Shares
|
|||
Jayhawk Private Equity Fund II,
L.P.
|
70,922 |
Series B Warrants: Exercise
Price $4.23 per Share; Expiration Date: January 13, 2015
Name of Holder
|
Number of Shares
|
|||
Jayhawk Private Equity Fund II,
L.P.
|
70,922 |
25
Series A Warrants: Exercise
Price $3.53 per Share; Expiration Date: January 21, 2015
Name of Holder
|
Number of Shares
|
|||
Guerilla Partners, L.P.
|
12,411 | |||
Hua-Mei 21st Century Partners, LP
|
23,050 |
Series B Warrants: Exercise
Price $4.23 per Share; Expiration Date: January 21, 2015
Name of Holder
|
Number of Shares
|
|||
Guerilla Partners, L.P.
|
12,411 | |||
Hua-Mei 21st Century Partners, LP
|
23,050 |
26