AGREEMENT FOR THE PURCHASE OF COMMON STOCK
THIS
COMMON STOCK PURCHASE AGREEMENT, (the “AGREEMENT”) made this 3rd
day of
June, 2005, by and among Shanghai Yutong Pharmaceuticals, Inc. No.
2020 Huqingping Road Qingpu District Shanghai, 201702 China, (“Buyer”)
and Western Bankers Capital (“Seller”), a shareholder owning a majority of the
shares of common stock of Child Vision, Inc Corporation (“CHVI” or the
“Company”) with an office located at 000
Xxxx 00xx Xx. Xxxxx 0X Xxx Xxxx, XX 00000 XXX .
W
I T N E S S E T H:
WHEREAS,
the
Seller owns an aggregate of 5,100,000 shares the issued and outstanding common
stock (the “Shares”) of common stock, par value $.01 per share of the Company
(the “Common Stock”) representing approximately 99 % of the issued and
outstanding shares of Common Stock of the Company; and
WHEREAS,
Buyer
wishes to purchase the Stock from Seller;
NOW,
THEREFORE,
in
consideration of the mutual promises, covenants, and representations contained
herein, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Agreement
to Purchase and Sell.
Seller
will sell to Buyer and Buyer agrees to purchase the Stock, for $145,000 (the
“Purchase Price”). The Purchase Price shall be payable as follows: at Closing by
wire transfer, or check, to be paid to the escrow account of Western Bankers
Capital X.X. Xxx 00000 Xxx Xxxxxxx, Xxxxxxxxx 00000 (the “Escrow Agent”). Upon
the payment, as set froth, the Escrow Agent shall deliver to the Buyer the
stock
certificate(s) evidencing the 99 % of the commons stock of the
Company.
Closing
And Payment.
Subject
to the terms and conditions hereof, and in reliance upon the written
representations and warranties of Buyer, Seller will sell and, subject to the
terms and conditions hereof, and Purchaser will purchase, at a single closing,
the Stock. The Closing shall be held at The Closing shall take place at the
offices of Pivo Associates, Inc., 000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or by the exchange of documents and instruments by
mail, courier, telecopy and wire transfer to the extent mutually acceptable
to
the parties hereto on such date as may be agreed upon by the Parties (the
“Closing Date”). At the Closing, Seller shall deliver: (i) the Stock to Buyer
along with executed stock powers, (ii) Seller’s resignation as a Director of
CHVI; (iii) a Board of Directors resolution appointing Buyer as a Director
of
CHVI; and to the extent available, (iv) Financial records of CHVI; (v) True
and
correct copies of all business and corporate records of CHVI, including but
not
limited to correspondence files, bank statements, checkbooks, minutes of
shareholder and directors meetings, financial statements, shareholder listings,
stock transfer records, agreements and contracts; and (vi) Such other documents
of CHVI as may be reasonably requested by Buyer and which are available. At
the
Closing, Buyer will deliver to Seller the Purchase Price by wire transfer or
such other means as the Parties may agree upon in writing. In addition, at
the
Closing, the Parties shall separately execute the indemnification provision
annexed hereto as Exhibit A.
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2. Representations
and Warranties of Seller.
Seller
hereby represents and warrants to Buyer that the statements in the following
paragraphs of this Section 3 are all true and complete as of the date
hereof:
a.
Authority;
Due Authorization.
This
Agreement has been duly and validly executed and delivered by Seller, and upon
the execution and delivery by Buyer of this Agreement and the performance by
Buyer of Buyer’s obligations herein, will constitute, a legal, valid and binding
obligation of Seller enforceable against Seller in accordance with its terms,
except as such enforcement may be limited by bankruptcy or insolvency laws
or
other laws affecting enforcement of creditors’ rights or by general principles
of equity.
b.
Title
to Stock.
Seller
is the sole record and beneficial owner of the Stock and has sole managerial
and
dispositive authority with respect to the Stock. Seller has not granted and
person a proxy with respect to the Stock that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant to this
Agreement will vest in Buyer legal and valid title to the Stock, free and clear
of all liens, security interests, adverse claims or other encumbrances of any
character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer
and restrictions on resales of the Stock under applicable securities
laws).
3. Representations
and Warranties of Buyer.Buyer
hereby represents and warrants to Seller that the statements in the following
paragraphs of this Section 4 are all true and complete as of the date hereof:
a.
Exempt
Transaction.
Buyer
understands that the offering and sale of the Stock is intended to be exempt
from registration under the Act and exempt from registration or qualification
under any state law.
b.
Buyer
represents that he has full power and authority to enter into this Agreement.
This Agreement has been duly and validly executed and delivered by Purchaser,
and upon the execution and delivery by Seller of this Agreement and the
performance by Seller of its obligations herein, will constitute, a legal,
valid
and binding obligation of Buyer enforceable against Buyer in accordance with
its
terms, except as such enforcement may be limited by bankruptcy or insolvency
laws or other laws affecting enforcement of creditors’ rights or by general
principles of equity.
c.
The
Stock
to be purchased by Buyer hereunder will be acquired for investment for Buyer’s
own account, not as a nominee or agent, and not with a view to the public resale
or distribution thereof, and Buyer has no present intention of selling, granting
any participation in, or otherwise distributing the same.
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d.
Information
Concerning the Company.
Buyer
has conducted his own due diligence with respect to the Company and its
liabilities and believes he has enough information upon which to base an
investment decision in the Stock. Buyer acknowledges that Sell has made no
representations with respect to the existence or non-existence of liabilities
in
the Company.
e.
Investment
Experience. The
Buyer
understands that the purchase of the Stock involves substantial risk. The Buyer
(a) has experience as a purchaser in securities of companies in the development
stage and acknowledges that he can bear the economic risk of Buyer’s investment
in the Stock and (b) has such knowledge and experience in financial, tax, and
business matters so as to enable Buyer to evaluate the merits and risks of
an
investment in the Stock, to protect Buyer’s own interests in connection with the
investment, and to make an informed investment decision with respect
thereto.
f.
No
Oral Representations. No
oral
or written representations have been made other than as stated, or in addition
to those stated, in this Agreement, and Buyer is not relying on any oral
statements made by Seller, or any of Seller's representatives or affiliates,
in
purchasing the Stock.
g.
Restricted
Securities. Buyer
understands that the Stock is characterized as “restricted securities” under the
Act inasmuch as they were acquired from the Company in a transaction not
involving a public offering and that under the Act, and applicable regulations
thereunder.
h.
Opinion
Necessary. Buyer
acknowledges that if any transfer of the Stock is proposed to be made in
reliance upon an exemption under the Act, the Company may require an opinion
of
counsel satisfactory to the Company that such transfer may be made pursuant
to
an applicable exemption under the Act. Buyer acknowledges that a restrictive
legend appears on the Stock and must remain on the Stock until such time as
it
may be removed under the Act.
5. Covenant.
Buyer
hereby covenants and agrees that he currently plans to, and will use his best
efforts to, as a Director, cause CHVI to acquire an operating and profitable
business in a reverse merger transaction which is likely to benefit all CHVI
shareholders.
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6.
Arbitration.
Omitted.
7.
Termination.
Buyer
or
Seller may not, except for a material breach or failure of a condition or
requirement, on or before the Closing Date terminate this
Agreement.
8.
Successors
and Assigns.
The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties, except that
Buyer may not assign or transfer any of its rights or obligations under this
Agreement.
9.
Governing
Law. Any
dispute, disagreement, conflict of interpretation or claim arising out of or
relating to this Agreement, or its enforcement, shall be governed by the laws
of
the State of New York.
10.
Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
agreement. A
telefaxed copy of this Agreement shall be deemed an original.
11.
Headings.
The
headings and captions used in this Agreement are used for convenience only
and
are not to be considered in construing or interpreting this Agreement. All
references in this Agreement to sections, paragraphs, exhibits and schedules
shall, unless otherwise provided, refer to sections and paragraphs hereof and
exhibits and schedules attached hereto, all of which exhibits and schedules
are
incorporated herein by this reference.
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12.
Costs,
Expenses.
Each
party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.
13.
Amendments
and Waivers.
Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of Seller and
the
Buyer. No delay or omission to exercise any right, power, or remedy accruing
to
Buyer, upon any breach, default or noncompliance of Seller under this Agreement
shall impair any such right, power, or remedy, nor shall it be construed to
be a
waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of any similar breach, default or noncompliance thereafter
occurring. All remedies, either under this Agreement, by law, or otherwise
afforded to Purchaser, shall be cumulative and not alternative.
14.
Severability. If
one or
more provisions of this Agreement are held to be unenforceable under applicable
law, such provision(s) shall be excluded from this Agreement and the balance
of
the Agreement shall be interpreted as if such provision(s) were so excluded
and
shall be enforceable in accordance with its terms.
15.
Entire
Agreement.
This
Agreement, together with all exhibits and schedules hereto, constitutes the
entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.
16.
Further
Assurances.
From
and after the date of this Agreement, upon the request of the Buyer or Seller,
Buyer and Seller shall execute and deliver such instruments, documents or other
writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.
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In
Witness Whereof,
the
parties hereto have executed this Agreement as of the date first written
above.
SELLER
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| By: | /s/ Western Bankers Capital | |
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PURCHASERS
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Shanghai Yutong
Pharmaceuticals
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| By: | /s/ Mr. Xx Xxxxx-an | |
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President
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EXHIBIT
A
1.
Indemnification.
a.
Buyer
and Sellers shall indemnify and hold harmless the other Party (the “Indemnified
Person”) from
and
against any losses, damages, expenses and liabilities (collectively
“Liabilities”) or actions, investigations, inquiries, arbitrations, claims or
other proceedings in respect thereof, including enforcement of this Agreement
(collectively “Actions”) (Liabilities and Actions are herein collectively
referred to as “Losses”), as they may be incurred (including all reasonable
legal fees and other expenses incurred in connection with investigating,
preparing, defending, paying, settling or compromising any Losses, whether
or
not in connection with any pending or threatened Action, and notwithstanding
the
absence of a final determination as set forth below as to a party’s obligation
to reimburse an Indemnified Person for such Losses and the possibility that
such
payments might later be held to have been improper) to which any of them may
become subject and which are related to or arise out of this Agreement or any
breach of this Agreement.
b.
Buyer
and
Sellers agree that without Indemnified Person’s prior written consent he shall
not settle any pending or threatened claim, action, suit or proceeding related
to this Agreement unless the settlement also includes an express unconditional
release of all Indemnified Persons from all liability and obligations arising
therefrom, or indemnifying party reaffirms their obligation to indemnify for
or
contribute to Losses incurred by any unreleased Indemnified Person as herein
provided.
c.
Promptly
after receipt of notice of the commencement of any action, any Indemnified
Person will, if a claim in respect thereof is to be made against any indemnitor
hereunder, notify in writing the indemnitor of the commencement thereof; but
omission so to notify an indemnitors will not relieve the indemnitors from
any
liability hereunder which they may have to any Indemnified Person. If the
indemnitor so elects, indemnitor may assume the defense of such Action in a
timely manner, including the employment of counsel (reasonably satisfactory
to
the Indemnified Person) and payment of expenses, provided Indemnitors
acknowledge in writing its unconditional obligation pursuant to this agreement
to indemnify the Indemnified Person in respect of such Action and provides
to
the Indemnified Person evidence reasonably satisfactory to it that the
indemnitor will have the financial resources to conduct such defense actively
and diligently and permit Indemnitee and counsel retained by the Indemnified
Person at its expense to participate in such defense. Notwithstanding the
foregoing, in the event the Indemnified Party determines in its sole discretion
that it is advisable for the Indemnified Person to be represented by separate
counsel, then the indemnitee may employ on behalf of the Indemnified Person
a
single separate counsel to represent or defend such Indemnified Persons in
such
action, claim, proceeding or investigation and the indemnitee will pay the
reasonable fees and disbursements of such separate counsel as
incurred.
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d.
In
the
event of any fundamental change involving the corporate structure of either
party, such as by merger, plan of exchange or sale of all or substantially
all
of its assets, any executory obligations of an indemnitor in this Agreement
shall, if not assumed by operation of law, be assumed by contract by the
acquiring entity or arrangements made to protect the interests of Indemnified
Person reasonably satisfactory to it.
e.
If
multiple claims are brought against an Indemnified Person in any Action with
respect to at least one of which indemnification is permitted under applicable
law and provided for under this Agreement, the indemnitor agrees that any
judgment, arbitration award or other monetary award shall be conclusively deemed
to be based on claims as to which indemnification is permitted and provided
for.
f.
If
the
indemnity referred to in this Agreement should be, for any reason whatsoever,
unenforceable, unavailable or otherwise insufficient to hold each Indemnified
Person harmless, Indemnitors shall pay to or on behalf of each Indemnified
Person contributions for Losses so that each Indemnified Person ultimately
bears
only a portion of such Losses as is appropriate (i) to reflect the relative
benefits received by each such Indemnified Person, respectively, on the one
hand
and Indemnitors on the other hand in connection with the transaction or (ii)
if
the allocation on that basis is not permitted by applicable law, to reflect
not
only the relative benefits referred to in clause (i) above but also the relative
fault of each such Indemnified Person, respectively, and Indemnitors as well
as
any other relevant equitable considerations.
g.
The
obligations of the indemnitor referred to above shall be in addition to any
rights that any Indemnified Person may otherwise have.
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SELLER
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| By: | /s/ Western Bankers Capital | |
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PURCHASERS
| Shanghai Yutong Pharmaceuticals | ||
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| By: | /s/ Mr. Xx Xxxxx-an | |
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| President | ||
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