AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
EXHIBIT
2.3
AMENDMENT
NO. 1
TO
THE
This
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT, dated and effective as of
January 9, 2009 (this "Amendment"), is entered into by and among SRKP 18, Inc.,
a Delaware corporation (the “Company”), World Orient Universal Limited, a
company organized in the British Virgin Islands (“World Orient”), and all of the
shareholders of World Orient, each of whom has executed a counterpart signature
page to this Amendment (each, a “Shareholder” and collectively, the
“Shareholders”). The Company, World Orient and the Shareholders are collectively
referred to herein as the “Parties.” Terms not defined in this Amendment shall
have such meanings as set forth in the Agreement (as defined
below).
WITNESSETH:
WHEREAS,
the Parties entered into that certain Share Exchange Agreement dated as of
December 11, 2008 (the “Agreement”);
WHEREAS,
the Parties desire to amend the Agreement by entering into this
Amendment;
WHEREAS,
the Shareholders own all of the issued and outstanding shares of the capital of
World Orient (the “World Orient Shares”); which is the 100% parent of Global
Asia Universal Limited, a company organized under the laws of the British Virgin
Islands (“Global Asia”), which is the 100% parent of EverFair Technologies
Limited, a company organized under the laws of Hong Kong (“EverFair”), which is
the 100% parent of Zhengzhou Shenyang Technology Limited, a company organized
under the laws of the People’s Republic of China (“ZST”);
WHEREAS,
the Company desires to acquire from Shareholders, and Shareholders desire to
sell to the Company, the World Orient Shares in exchange for the issuance by the
Company of an aggregate of 1,985,000 shares (the “Company Shares”) of the
Company’s common stock, $0.0001 par value (“Common Stock”) to the Shareholders
and/or their designees on the terms and conditions set forth herein (the “Share
Exchange”);
WHEREAS,
after giving effect to the Share Exchange and the Equity Financing (if fully
subscribed), there will be approximately 9,081,390 shares of Company Common
Stock issued and outstanding, 3,125,000 shares of the Company’s Series A
Convertible Preferred Stock (each of which is immediately convertible into one
(1) share of Company Common Stock) issued and outstanding, and warrants to
purchase 7,096,390 shares of Company Common Stock issued and outstanding;
and
WHEREAS,
Section 10.5 of the Agreement permits the parties to amend the Agreement only by
a written instrument executed by the Parties.
NOW,
THEREFORE, for good and valuable consideration and in consideration of the
respective representations, warranties, covenants and agreements set forth in
the Agreement, the parties hereby agree to amend the Agreement as
follows:
AGREEMENT:
1. Section
2.5 of the Agreement is hereby amended and restated in its entirety as
follows:
2.5 No Assets or
Liabilities. As of the Closing, the Company shall have no more
than $50,000 and the principal amount of that certain promissory note dated
January 9, 2009 entered into by and between the Company and WestPark Capital,
Inc. (the “Promissory Note”) in liabilities (the
“Liabilities”). Except for the foregoing or as set forth on the
Financial Statements, the Company does not have any (a) assets of any kind or
(b) liabilities or obligations, whether secured or unsecured, accrued,
determined, absolute or contingent, asserted or unasserted or
otherwise.
2. Section
6.2(e) of the Agreement is hereby amended and restated in its entirety as
follows:
(e) payment
of the Liabilities directly out of the proceeds of the Equity Financing (as
defined in Section
7.1(f) herein) to the appropriate creditors of the Company which shall
include indebtedness owed to Company shareholders and fees owing to Company
lawyers, accountants and similar parties; and
3. Section
7.2(c) of the Agreement is hereby amended and restated in its entirety as
follows:
(c) To
the extent that the liabilities of the Company exceed the amount of the
Liabilities as of the Closing, the Company shareholders shall have satisfied and
paid such excess liabilities in full.
4. Section
7.3(c) of the Agreement is hereby amended and restated in its entirety as
follows:
(c) All
liabilities of the Company up to the amount of the Liabilities shall be paid
directly out of the proceeds of the Equity Financing to the appropriate
creditors, which shall include indebtedness owed to the Company shareholders and
fees owing to lawyers, accountants and similar parties.
5. The Disclosures Schedules to the
Agreement are hereby amended and restated in its entirety as set forth on the
Disclosure Schedules attached hereto.
6. Except
as amended herein, the Agreement shall remain in full force and
effect.
7. This
Amendment may be executed in any number of facsimile counterparts, each of which
shall be an original, but which together constitute one and the same
instrument. This Amendment may be executed and delivered by
facsimile.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of
the date first set forth above.
|
SRKP
18, INC.
|
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Name:
|
Xxxxxxx
Xxxxxxxxx
|
|
Title:
|
President
|
|
WORLD
ORIENT UNIVERSAL LIMITED
|
|
|
By:
|
/s/ Xxxxx Xx
|
|
Name:
|
Xxxxx
Xx
|
|
Title:
|
President
|
[SIGNATURE PAGES FOR SHAREHOLDERS
FOLLOW]
WORLD
ORIENT UNIVERSAL LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO.1 TO THE
Dated
January 9, 2009
Among
SRKP 18, Inc., World Orient Universal Limited and
The
Shareholders of World Orient Universal Limited
The
undersigned Shareholder hereby executes and delivers the Amendment No.1 to the
Share Exchange Agreement (the “Amendment”) to which this Signature Page is
attached, which, together with all counterparts of the Amendment and Signature
Pages of the other parties named in said Amendment, shall constitute one and the
same document in accordance with the terms of the Amendment.
|
/s/
Xxxx Xxxx
|
|
(Signature)
|
|
Xxxx
Xxxx
|
|
(Type
or print name)
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
Address: #104
Hailong Garden, Eastern Longjing Road, Nanshan District, Shenzhen, 518000
Guangdong Province, People’s Republic of China
Telephone:
(00) 0000-0000000
Facsimile: (00)
000-00000000
|
Number of World Orient Shares
Held: 43,508
WORLD
ORIENT UNIVERSAL LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO.1 TO THE
Dated
January 9, 2009
Among
SRKP 18, Inc., World Orient Universal Limited and
The
Shareholders of World Orient Universal Limited
The undersigned Shareholder hereby
executes and delivers the Amendment No.1 to the Share Exchange Agreement (the
“Amendment”) to which this Signature Page is attached, which, together with all
counterparts of the Amendment and Signature Pages of the other parties named in
said Amendment, shall constitute one and the same document in accordance with
the terms of the Amendment.
|
/s/
Xxxxxxxx Xx
|
|
(Signature)
By:
Xxxxxxxx Xx
Title:
Director
|
|
Richever
Limited
|
|
(Type
or print name)
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
Address: Xxxxx
000, Xxxxxx Xxxxx X0, Xxxxxxxx Xxxxx, Xx. 1 East Xxxxx An Ave., Beijing
100738, People’s Republic of China
Telephone:
(00 00) 0000 0000
Facsimile:
(00 00) 0000
0000
|
Number of World Orient Shares
Held:
344
WORLD
ORIENT UNIVERSAL LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO.1 TO THE
Dated
January 9, 2009
Among
SRKP 18, Inc., World Orient Universal Limited and
The
Shareholders of World Orient Universal Limited
The undersigned Shareholder hereby
executes and delivers the Amendment No.1 to the Share Exchange Agreement (the
“Amendment”) to which this Signature Page is attached, which, together with all
counterparts of the Amendment and Signature Pages of the other parties named in
said Amendment, shall constitute one and the same document in accordance with
the terms of the Amendment.
|
/s/
Xxxxx Xxxxxx Hung Hi
|
|
(Signature)
By:
Xxxxx Xxxxxx Hung Hi
Title:
Director
|
|
Easywell
Limited
|
|
(Type
or print name)
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
Address:__________________________________________________
_______________________________________________________
Telephone:
______________________________________________
Facsimile:
_______________________________________________
|
Number of World Orient Shares
Held: 3,074
WORLD
ORIENT UNIVERSAL LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
AMENDMENT
NO.1 TO THE
Dated
January 9, 2009
Among
SRKP 18, Inc., World Orient Universal Limited and
The
Shareholders of World Orient Universal Limited
The undersigned Shareholder hereby
executes and delivers the Amendment No.1 to the Share Exchange Agreement (the
“Amendment”) to which this Signature Page is attached, which, together with all
counterparts of the Amendment and Signature Pages of the other parties named in
said Amendment, shall constitute one and the same document in accordance with
the terms of the Amendment.
|
/s/
Xxxxxxx Xxx Xxx Sun
|
|
(Signature)
By:
Xxxxxxx Xxx Kuk Sun
Title:
Director
|
|
Starlink
AsiaLimited
|
|
(Type
or print name)
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
Address:_________________________________________________
________________________________________________________
Telephone:
______________________________________________
Facsimile:
_______________________________________________
|
Number of World Orient Shares
Held:
3,074
DISCLOSURE
SCHEDULES
ITEM
2.7 – INDEBTEDNESS; CONTRACTS; NO DEFAULTS
As set forth in the Financial
Statements.
On January 9, 2009, the Company entered
into a Promissory Note with WestPark Capital, Inc. (the “Lender”) whereby the
Company issued the Lender a promissory note in a principal amount of $170,000
bearing no interest (the “Promissory
Note”).
The Promissory Note shall be paid in
full by the Company using the proceeds of the Equity Financing upon the
termination of the Equity Financing.
ITEM
3.1(b) – SUBSIDIARIES
|
Subsidiary
|
% Owned
|
|
|
Global
Asia Universal Limited, a company organized in the British Virgin
Islands
|
100%
owned by World Orient Universal Limited
|
|
|
EverFair
Technologies Limited, a company organized in Hong Kong
|
100%
owned by Global Asia Universal Limited
|
|
|
Zhengzhou
Shenyang Technology Company Limited, a company organized in the People’s
Republic of China
|
100%
owned by EverFair Technologies
Limited
|
ITEM
3.3 - CAPITALIZATION
None.
ITEM
3.5 – INDEBTEDNESS; CONTRACTS; NO DEFAULTS
1. Construction
Agreement in Relation to Intelligent System xx X Xxxxxxxx xx Xxxxxx Xxxxx dated
December 17, 2007 by and between ZST and Henan Siqi Technology Investment
Company Limited.
2. Sale
& Purchase Agreement dated July 18, 2008 by and between ZST and Gongyi City
Electricity Supply Company.
3. Secured
Loan Agreement dated July 11, 2008 by and between ZST and Raiffeisen Zentralbank
Sterreich AG Beijing Branch for a principal amount equal to RMB
63,000,000.
4. Receivable
Pledge Agreement dated January 4, 2008 by and between ZST and Raiffeisen
Zentralbank Sterreich AG Beijing Branch for a secured obligation amount equal to
RMB 50,000,000.
5. EverFair
Technologies Limited, a wholly-owned subsidiary of World Orient (“EverFair”), is a
party to the Equity Transfer Agreement dated October 10, 2008 (the “Equity Transfer
Agreement”) pursuant to which EverFair shall make payments to Xxxxx Xx,
Xx Xxxxx, Xxxxx Xxxxxxxx, Sun Hui and Xx Xxxxxx (the “Sellers”) equal to
RMB 12,000,000 (the “Debt”) within three
(3) months following the date of the issuance of the new business license as
contemplated by the Equity Transfer Agreement. Upon the Closing of
the Share Exchange, the Company shall assume the Debt and make the required
payments to the Sellers in accordance with the terms of the Equity Transfer
Agreement.
ITEM
3.6 – COMPLIANCE WITH THE LAW
None.
ITEM
3.7 – LITIGATION
None.
ITEM
9.1 – WESTPARK AFFILIATES
Xxxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxxxx Trust
Xxxxxx
Xxxxxxxxx Trust
Xxxxxxx
X. Xxxxxxxxxxxx
Xxxxx
XxXxxxxx
Xxxxx
Xxxxx
WestPark
Financial Services, LLC
