STOCK REDEMPTION AGREEMENT
This
Stock Redemption Agreement (the “Agreement”), dated as of November 17, 2009, is
made by and among InovaChem, Inc., a Delaware corporation (“InovaChem”), and
Xxxxxxx X. Xxx (“Zuo”), Xxxxxxxx Xx (“Li”), Shao Xxx Xx (“Xu”) and Xx Xxx
(“Yiu”) (Zuo, Xx, Xx and Xxx individually referred to as a “Seller” and
collectively referred to as the “Sellers”).
RECITALS:
WHEREAS, the Sellers own an
aggregate of Fifteen Million (15,165,000) shares of common stock of InovaChem
(the “Shares”) as follows:
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Seller
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# of Shares
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Zuo
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5,484,167
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Li
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5,484,167
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Xu
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3,433,333
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Yiu
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763,333
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WHEREAS, each Seller desires
to sell to InovaChem, and InovaChem desires to redeem and acquire from each
Seller, all of Seller’s right, title and interest in and to the Shares upon the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained in this Agreement,
the Sellers and the Company agree as follows:
1. Purchase of
Shares. On the Closing Date (as hereinafter defined), each
Seller shall sell to InovaChem, and InovaChem shall purchase and acquire from
each Seller, all of each Seller’s right, title and interest in and to the
Shares.
2. Consideration. In
consideration for the sale, transfer, assignment and delivery of the Shares,
InovaChem shall pay a purchase price of $0.00001 per Share (the “Purchase
Price”) to each Seller on the Closing Date the following amounts:
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Seller
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Purchase Price
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|||
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Zuo
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$ | 54.84 | ||
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Li
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$ | 54.84 | ||
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Xu
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$ | 34.33 | ||
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Yiu
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$ | 7.63 | ||
3. Delivery of
Shares. On the Closing Date, each Seller shall deliver to
InovaChem, free and clear of any claims, liens, mortgages, pledges, security
interests or other encumbrances, a fully executed stock power for the Shares
owned by such Seller and the stock certificate(s) representing all of the Shares
owned by such Seller and being sold to and redeemed by
InovaChem.
4. Closing. The
consummation and the closing of the transactions contemplated by this Agreement
(the “Closing”) shall occur at the offices of InovaChem promptly after the
Certificate of Merger (the “Merger”) between XxXxx Mobility Inc., a Delaware
corporation, and InovaChem MergerCo II, Inc., a Delaware corporation, is filed
with the Secretary of State of the State of Delaware (the “Closing
Date”). If the Merger has not occurred by January 31, 2010, any of
the parties to this Agreement may cancel this Agreement without
penalty.
5. Representations and
Warranties of Sellers. Each Seller represents and warrants to
InovaChem that:
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(a)
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Title. Each
Seller has title to the Shares owned by him, her of it, free and clear of
any claims, liens, mortgages, pledges, security interests and other
encumbrances.
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(b)
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Capacity; Binding
Effect. Each Seller has the legal capacity to enter into
the Agreement. The Agreement constitutes a legal, valid and
binding agreement of each Seller, enforceable against each Seller in
accordance with its terms.
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(c)
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No Conflict or
Violation. The execution and delivery of the Agreement,
and the consummation of the transactions contemplated by this Agreement,
do not conflict with or constitute a violation of (i) any agreement
to which any Seller is bound; or (ii) any judgment, decree, order,
regulation or other law applicable to any
Seller.
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(d)
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Consents and
Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any corporation, governmental
authority, individual, partnership or trust is required to be made or
obtained by any Seller in connection with the execution, delivery and
performance of this Agreement and the consummation of the transaction
contemplated by this Agreement.
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(e)
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Release. Each
Seller releases InovaChem from any claims it may have or be entitled to as
of the Closing Date.
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6. Applicable
Law. The Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of Delaware without regard to
principles of conflict of laws.
7. Binding. The
Agreement shall be binding upon and shall inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors, legal
representatives, heirs and assigns.
8. Counterparts. The
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the
same instrument, which may be sufficiently evidenced by one
counterpart.
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9. Entire Agreement;
Amendment. The Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof, and supersedes each
course of conduct previously pursued, accepted or acquiesced in, and each
written or oral agreement and representation previously made by the Sellers or
InovaChem with respect thereto, whether or not relied or acted
upon. The Agreement may not be terminated, modified or amended orally
or by any course of conduct or usage of trade except by an agreement in writing
duly executed by the parties hereto.
IN
WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the
date first above written.
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INOVACHEM, INC., a
Delaware corporation
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By:
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/s/ Xxxxx Toh
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Xxxxx
Toh, Executive Vice President of Corporate Development
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SELLERS:
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/s/ Xxxxxxx X. Xxx
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Xxxxxxx
X. Xxx
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/s/ Xxxxxxxx Xx
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Xxxxxxxx
Xx
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/s/ Shao Xxx Xx
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Xxxx
Xxx Xx
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/s/ Xx Xxx
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Xx
Xxx
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