INTELLECTUAL PROPERTY TRANSFER AGREEMENT
This
Intellectual Property Transfer Agreement (this “Agreement”)
is
entered into on this 18th
day of
April, 2008 (the “Effective
Date”)
by and
among Fuqi International Holdings Co., LTD., a British Virgin Islands company
(“Buyer”),
and
wholly-owned subsidiary of Parent (as defined hereinafter), Fuqi International,
Inc., a Delaware corporation (“Parent”),
and
Xxxxxxx Xxxxx, an individual residing in the PRC with holder of PRC identity
card no. 440105196302250950 (the “Seller”
and
together with Buyer and Parent, the “Parties”).
Undefined terms contained in this Agreement shall have the meanings as set
forth
in the Asset Purchase Agreement, as defined below.
RECITALS
WHEREAS,
Buyer, Seller, TianMei Beijing, and TianMei Shanghai have entered into that
certain Asset Purchase Agreement of even date herewith (the “Asset
Purchase Agreement”)
pursuant to which Buyer agrees to purchase the Acquired Assets of the TianMei
Beijing and TianMei Shanghai;
WHEREAS,
Seller owns certain Intellectual Property (as such term is defined below)
related to the Business of TianMei Beijing and TianMei Shanghai, and Seller
desires to sell and transfer such Intellectual Property to Buyer, and Buyer
desires to purchase such Intellectual Property in accordance with the terms
and
conditions of this Agreement;
WHEREAS,
Buyer’s sale and transfer of the Intellectual Property by Seller to Buyer is a
material condition for the completion of the transactions contemplated by the
Asset Purchase Agreement;
NOW,
THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the parties, intending to be legally bound hereby,
agree
as follows:
1. Sale
and Transfer of Intellectual Property.
Upon
the
Closing, Seller shall sell and transfer to Buyer rights and goodwill in and
to
all trademarks, service marks, franchises, patents, trade names, jingles,
slogans, and logotypes, copyrights and other intangible rights (registered
or
unregistered), including any applications therefor and all drawings and designs,
know-how, show-how trade secrets and secret processes and formulas and licenses
with respect to intangible property rights, computer programs and program
rights, and other intangible property and proprietary rights, whether or not
subject to statutory registration or protection, including all of Seller’s
rights and goodwill in and to the name “Temix” and any derivations thereof
(collectively, the “Intellectual
Property”).
2. Purchase
Price and Payment.
2.1 Purchase
Price. The aggregate purchase price to be paid by Buyer to the Seller for
the Intellectual Property shall be Fifty-Five Million Yuan Renminbi (55,000,000
Yuan RMB) (the “Purchase Price”), which amount shall be paid in common
shares, $.001 par value per share of the Parent (“Common Shares”) as more
specifically set forth in this Section 2.
2.2 Payment
of the Purchase Price at Closing. At Closing, Buyer shall pay to Seller the
Purchase Price as follows: an aggregate of Twenty Seven Million Five Hundred
Thousand Yuan Renminbi (27,500,000 Yuan RMB) (US$1 equals to 0.0000 XXX Yuan)
in
common shares of Parent, or Five Hundred Forty Thousand Three Hundred
Thirty-Three (540,333) Common Shares of Parent, which is fifty percent (50%)
of
the Purchase Price, where such number of Common Shares of Parent has been
determined at a per share amount equal to the $7.27 per Common Share, the
average closing price of the Common Shares of Parent as listed on the Nasdaq
Global Market during the forty-five (45) trading days immediately preceding
the
execution date of this Agreement (the “Fuqi Share Price”).
2.3 Share
Escrow Deposit. At Closing, Buyer shall deposit in escrow with the Escrow
Agent an aggregate of Twenty Seven Million Five Hundred Thousand (27,500,000
Yuan RMB) in common shares of Parent, or Five Hundred Forty Thousand Three
Hundred Thirty-Three (540,333) Common Shares of Parent (“Escrow Shares”),
which is fifty percent (50%) of the Purchase Price, where such number of Common
Shares of Parent has been determined at the Fuqi Share Price. The Share Escrow
Deposit will be held by the Escrow Agent for a period of twenty-four (24) months
from the Closing Date and shall be subject to set-off from indemnification
obligations and failure to meet EBITDA targets, as defined below, and will
be
held and disbursed as specified in this Agreement, the Asset Purchase Agreement,
and the Escrow Agreement.
2.4 Subject
to the conditions set forth below, Buyer shall cause to be transferred to Seller
such number of Escrow Shares at such time and in such amounts, if any, as
determined in accordance with the formulas below. For purposes of determining
the number of Escrow Shares deliverable to Seller on the third anniversary
of
the Closing Date, each Escrow Share shall be deemed to have a value equal to
the
Fuqi Share Price.
“EBITDA”
shall mean, for any period, the net income or loss of the Business for such
period before any interest, income tax, depreciation and amortization determined
on a consolidated basis in accordance with USGAAP as shall be determined by
the
Parent and approved by the Parent’s independent auditors.
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(A)
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the
“First Release”, if any, shall be due and payable no later than the
thirtieth (30th) day following the completion of the Parent’s preparation
of its financial statements for the period (the “2008 Period”)
commencing on the 1st
day of the calendar month following immediately following Closing
and
terminating on the last day of the twelfth calendar month thereafter.
If
EBITDA for the 2008 Period is equal to or greater than US$2.6 million
(“2008 EBITDA Target”), then one-half of the Escrow Shares shall be
released to Seller. If EBITDA for the 2008 Period is less than the
2008
Net Income Target, the number of Escrow Shares to be released to
Seller,
if any, shall be calculated as
follows:
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One-half
of Escrow Shares - ( ( 2008 EBITDA Target – EBITDA for 2008 Period ) / Fuqi
Share Price)
2
Any
Escrow Shares not released to the Seller in the First Release shall be returned
to the Parent.
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(B)
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the
“Second Release”, if any, shall be due and payable no later than
the thirtieth (30th) day following the completion of the Parent’s
preparation of its financial statements for the period (the “2009
Period”) commencing on the 1st
day of thirteenth calendar month following Closing and terminating
on the
last day of twenty-fourth calendar month following Closing. If EBITDA
for
the 2009 Period is equal to or greater than US$3.7 million (“2009
EBITDA Target”), then one-half of the Escrow Shares shall be released
to Seller. If EBITDA for the 2009 Period is less than the 2009 EBITA
Target, the number of Escrow Shares to be released to Seller, if
any,
shall be calculated as follows:
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One-half
of Escrow Shares – ( ( 2009 EBITDA Target - EBITDA for 2009 Period ) / Fuqi
Share Price)
Any
Escrow Shares not released to the Seller in the Second Release shall be returned
to the Parent.
3. Closing.
Closing
shall occur concurrently with the Closing of the Asset Purchase Agreement,
subject and in accordance with the terms and conditions as set forth in Article
2 of the Asset Purchase Agreement.
4. Representations
and Warranties of Seller.
The
Seller hereby represents and warrants to Buyer as follows:
4.1 All
actions and proceedings necessary to be taken by or on the part of the Seller
in
connection with the transactions contemplated by this Agreement have been duly
and validly taken, and this Agreement has been duly and validly authorized,
executed, and delivered by the Seller and constitutes a duly and validly
authorized, executed, and delivered by the Seller and will constitute, the
legal, valid, and binding obligation of the Seller, enforceable against each
Seller in accordance with and subject to its terms, except as may be limited
by
bankruptcy or other laws affecting creditors’ rights and by equitable
principles.
4.2 Neither
the execution, delivery, and performance by the Seller of this Agreement nor
the
consummation by the Seller of the transactions contemplated thereby is an event
that, by itself or with the giving of notice or the passage of time or both,
will constitute a violation of, or conflict with, or result in any breach of
or
any default under, or constitute grounds for termination or acceleration of,
any
license, mortgage, indenture, lease, agreement or instrument to which the Seller
is a party or by which the Seller is bound, or violate (i) any judgment, decree,
or order or (ii) any statute, rule, or regulation, in each such case, applicable
to the Seller. The execution, delivery, and performance by the Seller of this
Agreement, and the consummation by the Seller of the transactions contemplated
hereby, require no action by or in respect of, or filing with, any Governmental
Entity.
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4.3 Schedule
4.3 lists and describes all licenses, permits and authorizations that are
currently held the Seller. The Seller holds all licenses, permits, and
authorizations required for the ownership and use of the Intellectual Property.
Such licenses, permits and authorizations are not subject to any restrictions
or
conditions that would limit the use of the Intellectual Property and there
are
no applications by the Seller or complaints by others pending or threatened
before any Governmental Entity relating to any licenses, permits or
authorizations involving the Intellectual Property or the Seller.
4.4 Schedule
4.4 sets forth a true and complete list of (i) all Intellectual Property owned,
used, filed by, registered or licensed to the Seller, and (ii) with respect
to
registered trademarks, all jurisdictions in which such trademarks are registered
or applied for and all registrations and application numbers. The Seller own
all
right, title and interest in and to the Intellectual Property, and Seller has
the right to use, execute, reproduce, display, perform, modify, enhance,
distribute, prepare derivative works of and license, without payment to any
other person, all Intellectual Property listed in Schedule 4.4, and the
consummation of the transactions contemplated hereby will not conflict with,
alter, or impair any such rights. The Seller has all rights to the Intellectual
Property which are necessary in connection with the Business as it is presently
being conducted
4.5 Except
as
set forth on Schedule 4.5, (i) the Seller has granted any licenses or
contractual rights relating to Intellectual Property or the marketing or
distribution thereof, and (ii) the Seller is bound by or a party to any
Contracts of any kind relating to the Intellectual Property of any other Person,
except for agreements relating to computer software licensed to any Seller
in
the ordinary course of business consistent with past practice. Subject to the
rights of third parties set forth on Schedule 4.5, the Seller warrants that
all
Intellectual Property listed in Schedule 4.5 is free and clear of the claims
of
others and of all Liens whatsoever. The conduct of the Business as it is
presently being conducted does not violate, conflict with or infringe the
Intellectual Property of any other Person. Except as set forth on Schedule
4.5,
no claims are pending or, to the knowledge of the Seller, threatened against
the
Seller by any Person with respect to the ownership, validity, enforceability,
effectiveness or use of any Intellectual Property and the Seller has not
received any communications alleging that the Seller has violated any rights
relating to Intellectual Property of any Person.
5. Investment
Representations of Seller regarding Common Shares.
The
Seller hereby warrants and represents to Buyer and Parent that:
5.1 Seller
has received this Agreement and carefully read such Agreement; the decision
to
acquire Purchase Price has been taken solely in reliance upon the information
contained in this Agreement, and such other written information supplied by
an
authorized representative of Parent as Seller may have requested. Seller
acknowledges that all documents, records and books pertaining to this investment
have been made available for inspection by Seller, his attorneys, accountants
and purchaser representatives upon request prior to tendering this Agreement,
and that he has been informed by Parent that its books and records will be
available for inspection by Seller or his agents and representatives at any
time, and from time to time, during reasonable business hours and upon
reasonable notice. Seller further acknowledges that he (or his advisors, agents
and/or representatives) has had a reasonable and adequate opportunity to ask
questions of and receive answers from Parent concerning the terms and conditions
of the acquisition of Parent Common Shares, the nature of Purchase Price and
the
business and operations of Parent, and to obtain from Parent such additional
information, to the extent possessed or obtainable without unreasonable effort
or expense, as is necessary to verify the accuracy of the information contained
in this Agreement or otherwise provided by Parent; all such questions have
been
answered by Parent to the full satisfaction of Seller. Seller is not relying
upon any oral information furnished by Parent or any other person in connection
with its investment decision, and in any event, no such oral information has
been furnished to Seller which is in any way inconsistent with or contradictory
to any information contained in this Agreement, or otherwise provided to Seller
by Parent in writing as described above.
4
5.2 Seller
meets the criteria established in one or more of subsections (i) and (ii)
below:
a. Seller
is
an “accredited investor” as such term is defined in Rule 501 of Regulation D,
promulgated under the 0000 Xxx.
b. Seller
is
not a U.S. Person, as defined in Rule 901 of Regulation S, promulgated under
the
1933 Act and Seller represents and warrants that:
(1) Seller
is
not acquiring the Purchase Price as a result of, and Seller covenants that
he
will not engage in any “directed selling efforts” (as defined in Regulation S
under the 0000 Xxx) in the United States in respect of the Purchase Price which
would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for the resale of any of the Purchase Price;
(2) Seller
is
not acquiring the Purchase Price for the account or benefit of, directly or
indirectly, any U.S. Person;
(3) Seller
is
a resident of the jurisdiction in which he resides;
(4) the
offer
and the sale of the Purchase Price to Seller as contemplated in this Agreement
complies with or is exempt from the applicable securities legislation of the
jurisdiction in which the Seller resides;
(5) Seller
is
outside the United States when receiving and executing this Agreement and that
the Seller will be outside the United States when acquiring the Purchase Price,
(6) and
the
Seller covenants with Buyer and Parent that:
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1)
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offers
and sales of any of the Purchase Price prior to the expiration of
a period
of one year after the date of original issuance of the Purchase Price
(the
six-month period hereinafter referred to as the “Distribution Compliance
Period”) shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration provisions
of the
1933 Act or an exemption therefrom, and that all offers and sales
after
the Distribution Compliance Period shall be made only in compliance
with
the registration provisions of the 1933 Act or an exemption therefrom
and
in each case only in accordance with applicable state securities
laws;
and
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5
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2)
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Seller
will not engage in hedging transactions with respect to the Purchase
Price
until after the expiration of the Distribution Compliance
Period.
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5.3 Seller:
(1) has adequate net worth and means of providing for current financial needs
and possible personal contingencies, (2) has no need for liquidity in this
investment; and (3) is able to bear the economic risks of an investment in
Purchase Price for an indefinite period of time, and of losing the entire amount
of such investment.
5.4 Seller
understands and acknowledges that an acquirer of Purchase Price must be prepared
to bear the economic risk of such investment for an indefinite period because
of: (A) the heightened nature of the risks associated with an investment in
Parent due to its status as a development stage company; (B) illiquidity of
the
Purchase Price due to the fact such stock has not been registered under the
1933
Act or any state securities act (nor passed upon by the Securities and Exchange
Commission (“SEC”) or any state securities commission), and Purchase
Price has not been registered or qualified by Seller under federal or state
securities laws solely in reliance upon an available exemption from such
registration or qualification, and hence such Purchase Price cannot be sold
unless it is subsequently so registered or qualified (which is not likely),
or
are otherwise subject to any applicable exemption from such registration
requirements; and (C) substantial restrictions on the transfer of Purchase
Price, as set forth in, among other documents, this Agreement and by legend
on
the face or reverse side of any certificate evidencing an ownership interest
in
Parent.
5.5 Seller
either (i) has a pre-existing personal or business relationship with Buyer,
its
officers, directors or affiliates; or (ii) alone or with its representatives,
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of an investment in Purchase
Price.
5.6 Seller
understands and acknowledges that an investment in Purchase Price is speculative
in nature, and involves certain risks.
5.7 Seller
is
not a member of FINRA, or of any other self-regulatory agency which would
require approval prior to any acquisition of Purchase Price.
5.8 Seller
is
acquiring Purchase Price for his own investment, and not with a view toward
the
subdivision, resale, distribution, or fractionalization thereof. Seller does
not
have any contract, undertaking, arrangement or obligation with or to any person
to sell, transfer, or otherwise dispose of Purchase Price (or any portion
thereof hereby acquired), nor has a present intention to enter into any such
contract, undertaking, agreement or arrangement.
5.9 The
offering of Purchase Price was made only through direct, personal communication
between Seller (or a representative thereof) and Parent; the acquisition of
Purchase Price by Seller is not the result of any form of general solicitation
or general advertising including, but not limited to, the following: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine, or other written communication, or broadcast over
television, radio or any other medium; or (ii) any seminar or meeting to which
the attendees had been invited by any general solicitation or general
advertising.
6
5.10 Seller
has been advised to consult with an attorney regarding legal matters concerning
the acquisition and ownership of Purchase Price, and with a tax advisor
regarding the tax consequences of acquiring such stock.
5.11 Seller
has not distributed this Agreement, or any other information pertaining to
the
acquisition of Purchase Price hereunder, to anyone other than its representative
and/or its investment, legal or accounting advisors in connection with its
consideration of an acquisition of Purchase Price.
5.12 Seller
was not organized for the specific purpose of acquiring the Purchase Price
subscribed for herein, and has other investments or business activities besides
investing in Parent, unless Seller has indicated the contrary to Parent in
writing. Seller has specified in writing the number and character (i.e.,
individual, corporate, company, etc.) of the beneficial owners
thereof.
7
6. Representations
and Warranties of Buyer and Parent
6.1 Corporate
Status; Authority. Each of Buyer and Parent is a corporation duly organized,
validly existing and in good standing under the laws of its place of
incorporation. Each of Buyer and Parent is duly qualified and in good standing
to do business in each jurisdiction in which the conduct or nature of its
business or the ownership, leasing or holding of its properties makes such
qualification necessary, except such jurisdictions where the failure to be
so
qualified or in good standing, individually or in the aggregate, would not
reasonably be expected to have a material adverse effect (a) on the condition
(financial or otherwise), business, liabilities, properties, assets or results
of operations, taken as a whole, or (b) on the ability to perform its
obligations under or to consummate the transactions contemplated by this
Agreement (a “Buyer
Material Adverse Effect”).
Each
of Buyer and Parent has all requisite power to carry on its business as it
is
now being conducted, to own and operate such business and Buyer has all
requisite power to enter into this Agreement, to perform its obligations
hereunder and to complete the transactions contemplated hereby.
6.2 Corporate
Action. All organizational proceedings necessary to be taken by or on the
part of each of Buyer and Parent in connection with the transactions
contemplated by the this Agreement have been duly and validly taken, and this
Agreement has been duly and validly authorized, executed and delivered and
constitutes and will constitute, the legal, valid and binding obligations of
Buyer and Parent, enforceable against Buyer and Parent, in accordance with
and
subject to its terms, except as may be limited by bankruptcy, insolvency,
reorganization, or other laws affecting creditors’ rights generally and by
general equitable principles.
6.3 No
Conflicts. Neither the execution, delivery and performance by each of Buyer
and Parent of this Agreement, nor the consummation by Buyer or Parent of the
transactions contemplated thereby is an event that, by itself or with the giving
of notice or the passage of time or both, will (a) conflict with the
organizational documents of Buyer or Parent, (b) constitute a violation of,
or
result in any breach of or any default under, or constitute grounds for
termination or acceleration of, any material mortgage, indenture, lease,
contract, agreement or instrument to which each of Buyer and Parent is a party
or by which it is bound, except for such violations, breaches, terminations,
and
accelerations as individually or in the aggregate would not reasonably be
expected to have a Buyer Material Adverse Effect or result in the creation
of
any material Lien upon any of Buyer’s and Parent’s assets such that it is
reasonably likely that Buyer or Parent will be unable to proceed with the
transactions contemplated in this Agreement, or (c) violate (i) any
judgment, decree or order, or (ii) any statute, rule or regulation, in each
such
case, applicable to Buyer and Parent. The execution, delivery and performance
by
each of Buyer and Parent of this Agreement, and the consummation by Buyer and
Parent of the transactions contemplated hereby, require no action by or in
respect of, or filing with, any Governmental Entity, other than filings with
the
SEC and NASDAQ, and other than actions or filings which, if not taken or made,
would not, individually or in the aggregate, reasonably be expected to have
a
Buyer Material Adverse Effect or filings and notices not required to be made
or
given to consummate the transactions contemplated by this Agreement.
8
7. Lock-Up
Agreement.
7.1 Seller
agrees that other than as set forth below, Seller shall not: (i) sell, assign,
exchange, transfer, pledge, distribute or otherwise dispose of (X) any of the
shares included in the Purchase Price received by such Seller pursuant to this
Agreement, or (Y) any interest (including, without limitation, an option to
buy
or sell) in any such shares included in the Purchase Price, in whole or in
part,
and no such attempted transfer shall be treated as effective for any purpose;
or
(ii) engage in any transaction in respect of any such shares received by such
Seller pursuant to this Agreement or any interest therein, the intent or effect
of which is the effective economic disposition of such shares (including, but
not limited to, engaging in put, call, short-sale, straddle or similar market
transactions) (the foregoing restrictions are referred to herein as “Lock-Up
Restrictions”).
7.2 Seller’s
shares acquired in the Purchase Price pursuant to this Agreement shall be
released from the Lock-Up Restrictions on the first (1st) anniversary of the
Closing Date.
7.3 The
certificates evidencing the shares included in the Purchase Price received
shall
bear a legend as set forth below and such legend shall remain during the term
of
this Lock-Up Agreement as set forth above:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS
SET
FORTH IN THAT CERTAIN ASSET PURCHASE AGREEMENT BY AND AMONG FUQI INTERNATIONAL,
INC., A DELAWARE CORPORATION, FUQI INTERNATIONAL, CO., LTD., AND THE HOLDER
HEREOF (THE “PURCHASE AGREEMENT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR
TO
THAT CERTAIN TIME PERIOD DETAILED IN THE PURCHASE AGREEMENT. THE ISSUER AGREES
TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER
AGENT) UPON THE EXPIRATION OF THE TIME PERIOD SPECIFIED IN THE PURCHASE
AGREEMENT. A COPY OF THE PURCHASE AGREEMENT IS AVAILABLE FOR YOUR REVIEW AT
THE
PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.
8. General.
8.1 Provisions
Incorporated by Reference. Incorporated Article 7 “Survival of
Representations and Warranties and Indemnification” and Article 8
“Miscellaneous” of the Asset Purchase Agreement are incorporated by reference
into this Agreement as it applies to the Seller’s sale of the Intellectual
Property to the Buyer under this Agreement.
8.2 Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors, assigns and legal
representatives.
8.3 Counterparts.
This Agreement may be executed in any number of facsimile counterparts, each
of
which shall be deemed to be an original and all of which shall constitute
together one and the same agreement.
8.4 Governing
Law. This Agreement shall be deemed to be a contract made under the laws of
the State of Delaware, without giving effect to its provisions relating to
conflict of laws, and for all purposes it shall be construed in accordance
with
and governed by the law of such state.
9
8.5 Severability.
Wherever possible, each provision of this Agreement shall be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement or any related document shall be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent
of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
8.6 Modification.
This Agreement may not be and shall not be deemed or construed to have been
modified, amended, rescinded, canceled, or waived in whole or in part, except
by
written instruments signed by the parties hereto.
8.7 Entire
Agreement. This Agreement constitutes and expresses the entire agreement and
understanding between the parties hereto in reference to all the matters herein
referred to, all previous discussions, promises, representations and
understandings relative thereto, if any, had between the parties hereto, being
herein merged.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the duly authorized representatives of each of the parties
hereto, intending to be legally bound hereby execute this Agreement as of the
Effective Date.
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SELLER:
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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BUYER:
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FUQI
INTERNATIONAL HOLDINGS
CO.,
LTD.
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By:
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/s/
Yu Xxxx Xxxxx
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Name:
Yu Xxxx Xxxxx
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Title: Chairman
& C.E.O.
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PARENT:
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By:
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/s/
Yu Xxxx Xxxxx
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Name:
Yu Xxxx Xxxxx
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Title: Chairman
& C.E.O.
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