AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
10.3
AMENDMENT
TO STOCK PURCHASE AGREEMENT
This
Amendment to Stock Purchase Agreement is entered into as of March 25, 2008
(“Amendment”) by and among Linkwell Corporation, a Florida corporation
(“Linkwell”), Linkwell Tech Group, Inc., a Florida corporation and wholly-owned
subsidiary of Linkwell (“Linkwell Tech”), Shanghai Likang Biological High-Tech
Company, Ltd., a Chinese company (“Likang Biological”), Xxxxxxx Xxxx, an
individual, and Shanghai Likang Pharmaceutical Technology Co., Ltd. a Chinese
company (together with Xxxxxxx Xxxx, hereinafter referred to as the
“Shareholders”).
RECITALS
WHEREAS,
on April 6, 2007, Linkwell, Linkwell Tech, Likang Biological and the
Shareholders (the “Parties”) entered into a Stock Purchase Agreement (the
“Purchase Agreement”);
WHEREAS,
pursuant to the terms of the Purchase Agreement, Linkwell Tech was to acquire
100% of the issued and outstanding capital stock of Likang Biological from
the
Shareholders for 1,000,000 newly issued restricted shares of Linkwell’s
authorized common stock;
WHEREAS,
the Parties desire to change the consideration to be paid by Linkwell Tech
to
the Shareholders to acquire 100% of the issued and outstanding capital stock
of
Likang Biological from the aforementioned 1,000,000 shares to (i) two hundred
thousand dollars ($200,000) to
be
paid in cash and (ii) 500,000 newly issued restricted shares of Linkwell’s
authorized common stock (the “Purchase Price”), and to make other modifications
to the Purchase Agreement as set forth herein; and
WHEREAS,
pursuant to Section 11.2 of the Purchase Agreement, the parties thereto, may
amend or modify the Purchase Agreement only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the
parties.
NOW
THEREFORE, in consideration of the mutual covenants set forth herein and for
other good and valuable consideration the sufficiency and receipt of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Defined
Terms.
Capitalized terms not otherwise defined in this Amendment shall have the meaning
prescribed to them in the Purchase Agreement.
1
2. Amendments
to Purchase Agreement.
The
Purchase Agreement is hereby amended as follows:
(a) All
references to in the Purchase Agreement to “1,000,000” shall be deleted and
replaced with “500,000” and, as such, the definition of “Linkwell Shares” in the
Purchase Agreement and this Amendment shall mean 500,000 newly issued restricted
shares of Linkwell’s authorized common stock.
(b) Recital
B
is hereby deleted in its entirety and replaced with the following:
“B. Linkwell
Tech intends to acquire 100% of the issued and outstanding capital stock of
Likang Biological, making Likang Biological a wholly-owned subsidiary of
Linkwell Tech, and the Shareholders desire to sell 100% of their shares of
Likang Biological capital stock to Linkwell Tech for (i) two hundred thousand
dollars ($200,000) to be paid in cash and (ii) the Linkwell
Shares.”
(c) Recital
D
is hereby deleted in its entirety and replaced with the following:
“D. It
is the
intention of the parties hereto that: (i) Linkwell Tech shall acquire 100%
of
the issued and outstanding capital stock of Likang Biological in exchange for
(i) two hundred thousand dollars ($200,000) to be paid in cash shares and (ii)
the Linkwell Shares (the "Exchange"); and (ii) the Exchange shall qualify as
a
transaction in securities exempt from registration or qualification under the
Securities Act of 1933, as amended, (the "Act") and under the applicable
securities laws of the state or jurisdiction where the Shareholders
reside.”
(d) Section
1
shall now be called “CONSIDERATION.”
(e) Section
1.1 is hereby deleted in its entirety and replaced with the
following:
“1.1
Purchase of Shares. Likang Biological and the Shareholders hereby agree that
the
Shareholders shall, on the Closing Date, sell 100% of their issued and
outstanding shares of the capital stock of Likang Biological (the “Biological
Shares”) to Linkwell Tech in exchange (the “Exchange”) for (i) two hundred
thousand dollars ($200,000) to be paid in cash and (ii) the Linkwell Shares
(the
“Purchase Price”).”
(f) Section
1.2 is hereby deleted in its entirety and replaced with the
following:
“1.2
Delivery. On the Closing Date, the Shareholders will deliver to Linkwell Tech
the stock certificates representing 100% of the Biological Shares, duly endorsed
(or with executed stock powers) so as to make Linkwell Tech the 100% owner
of
Likang Biological and Linkwell Tech shall pay the Purchase Price to the
Shareholders or its nominee.”
2
(g) Section
1.4 is hereby deleted in its entirety and replaced with the
following:
“1.4 Conditions
Precedent. Payment
of the Purchase Price shall be conditional upon (a) the Shareholders completing
a review of the financial, trading and legal position of Likang Biological;
(b)
Likang Biological obtaining all the necessary consent, authorization and
approval from the relevant regulatory authorities, its board of directors and/or
its shareholders;”
(h) Section
5
is hereby deleted in its entirety and shall be intentionally
omitted.
(i) All
references to the Closing Date and to the date on which the Closing shall take
place found in “Section 10” refer to March 25, 2008.
3. Representations
and Warranties.
Likang
Biological and the Shareholders hereby represent and warrant to Linkwell Tech
as
follows:
(a) Likang
Biological and the Shareholders, severally and not jointly, have all requisite
power and authority to execute this Amendment and to perform all of its
obligations hereunder, and this Amendment has been duly executed and delivered
by the Likang Biological and the Shareholders and constitutes the legal, valid
and binding obligation of Likang Biological and the Shareholders, enforceable
in
accordance with its terms.
(b) The
execution, delivery and performance by Likang Biological and the Shareholders
of
this Amendment have been duly authorized by all necessary corporate action
and
do not (i) require any authorization, consent or approval by any
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (ii) violate any provision of any law, rule or
regulation or of any order, writ, injunction or decree presently in effect,
having applicability to Likang Biological or the Shareholders, or the articles
of incorporation or by-laws of Likang Biological, or (iii) result in a
breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which Likang Biological
or the Shareholders is a party or by which it or its properties may be bound
or
affected.
(c) All
of
the representations and warranties contained in Section 2 of the Purchase
Agreement are correct on and as of the date hereof as though made on and as
of
such date, except to the extent that such representations and warranties relate
solely to an earlier date.
4. This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
3
5. Counterparts
of this Amendment (or applicable signature pages hereof) that are manually
signed and delivered by facsimile transmission shall be deemed to constitute
signed original counterparts hereof and shall bind the parties signing and
delivering in such manner.
6. This
Amendment shall be construed and enforced in accordance with and governed by
the
laws of the State of Florida (without giving effect to any conflicts or choice
of laws provisions thereof that would cause the application of the domestic
substantive laws of any other jurisdiction) and together with the Purchase
Agreement, embodies the complete agreement and understanding among the Parties
hereto with respect to the subject matter hereof and supersedes and preempts
any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.
7. No
Other
Changes. Except as explicitly amended by this Amendment, all of the terms and
conditions of the Purchase Agreement shall remain in full force and
effect.
[Remainder of Page Intentionally Left Blank]
4
IN
WITNESS WHEREOF, the parties hereto have set their hands and seals hereunto
as
of the date first set forth above.
| Linkwell Corporation | ||||
| By: |
/s/
Xxxxxxx Xxxx
|
|||
|
Name:
|
Xxxxxxx
Xxxx
|
|||
| Its: |
Chairman
|
|||
| Linkwell Tech Group, Inc. | ||||
| By: |
/s/
Xxx Xxxx
|
|||
|
Name:
|
Xxx
Xxxx
|
|||
| Its: |
Director
|
|||
| Shanghai Likang Biological High-Tech Company, Ltd. | ||||
| By: |
/s/
Xxxxxxx Xxxx
|
|||
|
Name:
|
Xxxxxxx
Xxxx
|
|||
| Its: |
President
|
|||
| Shareholders: | |||
|
/s/
Xxxxxxx Xxxx
|
|||
|
Name: Xxxxxxx Xxxx |
|||
| Address: |
| Shanghai Likang Pharmaceutical Technology Co., Ltd. | ||||
| By: |
/s/
Xxxx Xxxx
|
|||
|
Name:
|
Xxxx
Xxxx
|
|||
| Its: |
President
|
|||
5
