SHARE PURCHASE AGREEMENT
THIS
AGREEMENT
made as
of the 20th
day of
August, 2008.
BETWEEN:
SINOBIOPHARMA,
INC.,
a
company incorporated under the laws of the State of Nevada, having an address
for notice and deliver at 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 00, Xxx Xxxxx,
Xxxxxx, 00000
(the
“Vendor”)
OF
THE
FIRST PART
AND:
XXXXXXX
XXXXX,
businesswoman, having an address for notice and delivery at 00
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxx Xxxxxx, X0X 0X0
(the
“Purchaser”)
OF
THE
SECOND PART
WHEREAS:
A. The
Vendor is the legal and beneficial owner of 100 common shares (the “Shares”)
of
Buzz Media, Ltd, a company incorporated under the laws of the Province of Nova
Scotia (the “Company”);
and
B. The
Purchaser wishes to buy and the Vendor has agreed to sell the Shares on the
terms and conditions of this Agreement.
WITNESSETH
that in
consideration of the payment of ten US dollars (US$10.00) by the Purchaser
to
the Vendor, receipt of which is hereby acknowledged, the parties mutually
covenant and agree as follows:
1. The
Vendor agrees to sell and the Purchaser agrees to buy the Shares on the terms
and conditions as set out in this Agreement.
2. The
total
purchase price of the Shares being acquired is US$10.00 (the “Purchase
Price”).
3. The
Purchaser will pay the Purchase Price to the Vendor on August 26, 2008, unless
otherwise agreed between the parties.
4. The
Vendor represents and warrants to and covenants with the Purchaser
that:
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(a)
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the
Vendor owns the Shares as the legal and beneficial owner thereof,
free of
all liens, claims, charges and encumbrances
whatsoever;
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(B)
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the
Vendor has due and sufficient right and authority to enter into this
Agreement and to transfer the legal and beneficial title and ownership
of
the Shares to the Purchaser; and
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(c)
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no
person, firm or corporation has any agreement or option or a right
capable
of becoming an agreement for the purchase of the
Shares.
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5. It
is a
condition of the obligations of the Purchaser under this Agreement that the
Vendor delivers to the Purchaser, concurrent with the payment set out in
paragraph 3 above, certificates representing the Shares duly endorsed for
transfer.
6. Each
of
the parties will execute and deliver such further and other instruments and
do
and perform such acts as may be necessary to implement and carry out the intent
of this Agreement.
7. Time
is
expressly declared to be of the essence of this Agreement and each of its
terms.
8. This
Agreement will be construed in accordance with and governed by the laws of
the
Province of British Columbia and the federal laws of Canada applicable therein.
All actions arising from this Agreement will be commenced and maintained in
the
Supreme Court of British Columbia.
9. This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
10. The
provisions herein contained constitute the entire agreement between the parties
and supersede all previous communications, representations and agreements,
whether verbal or written, between the parties with respect to the subject
matter hereof.
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11. This
Agreement may be executed in original or counterpart form, delivered by
facsimile or otherwise, and when executed by the parties as aforesaid, shall
be
deemed to constitute one agreement and shall take effect as such.
IN
WITNESS WHEREOF
the
parties have executed this Agreement as of the date first above
written.
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Per:
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx, President
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/s/
Xxxxxxx Xxxxx
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