RESCISSION; TERMINATION AND SHARE EXCHANGE AGREEMENT
RESCISSION;
TERMINATION AND SHARE EXCHANGE AGREEMENT, dated January 31, 2007 (this
“Agreement”),
among
Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”),
the
shareholders of iASPEC who are signatories hereto (each, an “iASPEC
Shareholder,”
and
collectively, the “iASPEC
Shareholders”),
including Jiang Xxxx Xxx (“Xx.
Xxx”),
Bo
Hai
Wen Technology (Shenzhen) Company Limited (“Bo
Hai Wen”),
China
Public Security Holdings Limited (“CPST
BVI”)
and
Irish Mag, Inc. (“Irish
Mag”).
Each
of the parties hereto are referred to as a “Party”
and
collectively as the “Parties”.
BACKGROUND
Irish
Mag
is a U.S. public reporting company whose common stock is quoted on the
Over-the-Counter Bulletin Board under the symbol “IRHM.OB”. CPST BVI is a
British Virgin Islands company and it is Irish Mag’s wholly-owned subsidiary. Bo
Hai Wen is a company that was formed in the People’s Republic of China and is
CPST BVI’s wholly-owned subsidiary.
iASPEC
is
a company that was formed in the People’s Republic of China. Xx. Xxx is a
controlling shareholder of iASPEC. As a result of the Agreements (as defined
below) Xx. Xxx became a controlling shareholder of Irish Mag and, as a result
of
the transactions contemplated hereby, Xx. Xxx will remain a controlling
stockholder of Irish Mag.
On
January 17, 2006, Xx. Xxx formed CPST BVI. On June 23, 2006, CPST BVI formed
Bo
Hai Wen. On October 6, 2006, Xx. Xxx sold all of the issued and outstanding
capital stock of CPST BVI (the “BVI
Stock”)
to
Irish Mag for $50,000 (such sale of CPST BVI shares for cash being referred
to
herein as the “BVI
Stock Sale Transaction”).
On
October 16, 2006, Xx. Xxx and Bo Hai Wen entered into a Stock Purchase Agreement
(the “Stock
Purchase Agreement”).
Pursuant to the Stock Purchase Agreement, on November 9, 2006, Xx. Xxx caused
iASPEC to transfer to Bo Hai Wen (a) RMB 14,000,000 (approximately $1,750,000)
in cash (the “Cash
Payment”)
and
(b) all of iASPEC’s accounts receivable as of August 31, 2006, valued at RMB
27,286,172 (approximately $3,410,771) (the “Accounts
Receivable”).
In
exchange for causing iASPEC to transfer the Cash Payment and the Accounts
Receivable, Bo Hai Wen transferred to Xx. Xxx 8,601,286 shares (the
“SPA
Shares”)
of
Irish Mag’s Common Stock.
On
October 20, 2006, iASPEC and Bo Hai Wen entered into a Software License
Agreement (the “Software
License Agreement”).
Pursuant to the Software License Agreement, on November 13, 2006, iASPEC
transferred to Bo Hai Wen the right to use certain software (“Software”)
owned
by iASPEC in exchange for 16,898,714 shares (the “Software
Shares”)
of
Irish Mag common stock. These shares were issued to the iASPEC
Shareholders.
On
October 9, 2006, Bo Hai Wen entered into a Business Turnkey Agreement
(“Turnkey
Agreement”)
with
iASPEC. The Turnkey Agreement contained the terms and provisions governing
the
future cooperation between iASPEC and Bo Hai Wen whereby Bo Hai Wen would
provide services to iASPEC customers in exchange for revenues generated by
such
customers.
The
Parties desire to rescind the BVI Stock Sale Transaction and to simultaneously
restructure the arrangements provided for by the Stock Purchase Agreement and
the Software License Agreement (collectively, the “Agreements”)
by
terminating the Agreements and entering into this Agreement. iASPEC and Bo
Hai
Wen are also simultaneously amending and restating the Turnkey Agreement on
the
date hereof to better define the commercial arrangements between those Parties
and to re-grant to Bo Hai Wen the software license that had previously been
granted to Bo Hai Wen under the Software License Agreement. Finally, Xx. Xxx
is
simultaneously exchanging the BVI Stock for 25,500,000 shares of common stock
of
Irish Mag (the “Reissued
Irish Mag Shares”),
being
the sum of the Software Shares and the SPA Shares.
AGREEMENT
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises of the Parties and the terms
and conditions hereof, the Parties hereby agree as follows:
1. RESCISSION
OF BVI STOCK SALE TRANSACTION
The
BVI
Stock Sale Transaction is hereby rescinded in its entirety. Irish Mag shall
be
deemed to have returned to Xx. Xxx all of the shares of BVI Stock held by Irish
Mag. Xx. Xxx shall promptly (and in any event within ten (10) days) pay to
Irish
Mag Fifty Thousand Dollars ($50,000) constituting the return of the purchase
price previously received by Xx. Xxx in the BVI Stock Sale
Transaction.
2. TERMINATION
OF AGREEMENTS
Each
of
the Agreements is hereby terminated and of no further force and effect. In
consideration of the mutual promises herein contained and such other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, each Party hereto hereby releases and forever discharges each
other Party hereto, its officers, directors, employees, agents and
representatives from any and all claims, liabilities, suits and damages arising
or in any way related to the Agreements (other than any claim, liability, suit
or damages arising from a Party’s obligations under this Agreement) and agrees
not to commence any such suit or make any such claim against any other Party,
its officers, directors, employees, agents or representatives. Each Party hereto
represents and warrants to the other Party that he has not made any such claim
or suit prior to the date hereof.
3. RETURN
OF
CASH PAYMENT AND ACCOUNTS RECEIVABLE
(a) If
it has
not already done so, Bo Hai Wen shall promptly (and in any event within ten
(10)
days) pay back to iASPEC the Cash Payment.
(b) Bo
Hai
Wen hereby transfers and conveys back to iASPEC the Accounts
Receivable.
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4. SHARE
EXCHANGE
Xx.
Xxx
hereby sells, transfers, conveys, assigns and delivers to Irish Mag the BVI
Stock free and clear of all liens, security interests or encumbrances of any
kind in exchange for the Reissued Irish Mag Shares, which Irish Mag hereby
sells, transfers, conveys and assigns to Xx. Xxx free and clear of all liens,
security interests or encumbrances of any kind.
5. REPRESENTATIONS
BY XX. XXX
Xx.
Xxx
represents and warrants to the Irish Mag that:
(a) Xx.
Xxx
is an “Accredited Investors” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the “Act”);
(b) The
Reissued Irish Mag Shares are being acquired by Xx. Xxx for his own account,
for
investment purposes and not with a view to the sale or distribution of all
or
any part of the Reissued Irish Mag Shares, nor with any present intention to
sell or in any way distribute the same, as those terms are used in the Act,
and
the rules and regulations promulgated thereunder;
(c) Xx.
Xxx
has sufficient knowledge and experience in financial matters so as to be capable
of evaluating the merits and risks of purchasing the Reissued Irish Mag Shares;
(d) Xx.
Xxx
has reviewed copies of such documents and other information as Xx. Xxx has
deemed necessary in order to make an informed investment decision with respect
to his purchase of the Reissued Irish Mag Shares;
(e) Xx.
Xxx
understands that the Reissued Irish Mag Shares may not be sold, transferred
or
otherwise disposed of without registration under the Act or the availability
of
an exemption therefrom;
(f) Xx.
Xxx
understands and has the financial capability of assuming the economic risk
of an
investment in the Reissued Irish Mag Shares for an indefinite period of
time;
(g) Xx.
Xxx
has been advised by Irish Mag that Xx. Xxx will not be able to dispose of the
Reissued Irish Mag Shares, or any interest therein, without first complying
with
the relevant provisions of the Act and any applicable state securities
laws;
(h) Xx.
Xxx
understands that the provisions of Rule 144 promulgated under the Act,
permitting the routine sales of the securities of certain issuers subject to
the
terms and conditions thereof, may not be currently, and may not hereafter be,
available with respect to the Reissued Irish Mag Shares;
(i) Xx.
Xxx
acknowledges that the Irish Mag is under no obligation to register the Reissued
Irish Mag Shares or to furnish any information or take any other action to
assist Xx. Xxx in complying with the terms and conditions of any exemption
which
might be available under the Act or any state securities laws with respect
to
sales of the Reissued Irish Mag Shares in the future; and
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(j) Xx.
Xxx
understands the tax consequences and risks of this transaction, and will seek
professional assistance in reviewing the tax consequences this transaction
and
in the preparation of his tax returns.
6. MISCELLANEOUS
This
Agreement and the Amended and Restated Turnkey Agreement constitute the entire
agreement between the Parties regarding the subject matter hereof and supersede
all prior understandings, agreements, or representations by or between the
Parties, written or oral, to the extent they related in any way to the subject
matter hereof. No changes, modifications, or waivers to this Agreement will
be
effective unless in writing and signed by all of the Parties. In the event
that
any provision hereof is determined to be illegal or unenforceable, that
provision will be limited or eliminated to the minimum extent necessary so
that
these terms and conditions shall otherwise remain in full force and effect
and
enforceable. The terms and conditions of this Agreement shall be governed by
and
construed in accordance with the internal laws of the State of New York. No
Party may assign its rights or delegate its duties under this Agreement without
the express prior written consent of the other Parties. This Agreement may
be
executed in two or more counterparts, each of which shall be deemed an original
and all of which, together, shall constitute one and the same instrument.
Facsimile execution and delivery of this Agreement is legal, valid and binding
execution and delivery for all purposes.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date
first above written:
|
iASPEC:
SHENZHEN
iASPEC SOFTWARE
ENGINEERING
COMPANY LIMITED
By: /s/
Jiang Huai
Xxx
Xxxxx
Xxxx Xxx
President
|
BO
HAI WEN:
BO
HAI WEN TECHNOLOGY
(SHENZHEN)
COMPANY LIMITED
By: /s/
Zhang
Xxxx
Xxxxx
Xian
Director
|
|
iASPEC
SHAREHOLDERS:
/s/
Jiang Huai
Xxx
Xxxxx
Xxxx Xxx
/s/
Cai
Xxxxxx
Xxx
Jinzhu
|
CPST
BVI
:
CHINA
PUBLIC SECURITY HOLDINGS
LIMITED
By: /s/
Jiang Huai
Xxx
Xxxxx
Xxxx Xxx
Director
|
|
IRISH
MAG:
By: /s/
Jiang Huai
Xxx
Xxxxx
Xxxx Xxx
President
and Chief Executive Officer
|
Rescission
Termination and Share Exchange Agreement
