SHARE PURCHASE AND EXCHANGE AGREEMENT
This
Agreement dated the 27th day of May, 2008,
(“SWW
HOLDINGS”)
-
and
-
SOUND
WORLDWIDE LIMITED
(“SWW”)
-
and
-
BEST
ALLIED INDUSTRIAL LIMITED
(“BEST
ALLIED”)
-
and
-
IVY
X. X. XXX
(“XXX”)
WHEREAS:
| A. |
SWW,
a British Virgin Island corporation, is the beneficial owner of all
the
ordinary shares in the capital of BEST ALLIED;
|
| B. |
SWW
is a wholly owned subsidiary of SWW HOLDINGS, a Delaware, USA corporation
having a class of common stock of which is registered under Section
12(g)
of the Securities Exchange Act of
1934;
|
| C. |
BEST
ALLIED, a Hong Kong body corporation, is a wholly owned subsidiary
of SWW,
having 10,000 ordinary shares (“Ordinary Shares”); and
|
| X. |
XXX,
a director, officer and shareholder of SWW HOLDINGS and a director
and
officer of BEST ALLIED, holds 6,063,750 common shares (“Common Shares”) of
SWW HOLDINGS and wishes to purchase 100% ownership of BEST ALLIED
by
exchanging her Common Shares of SWW HOLDINGS for XXX Ordinary Shares
of
BEST ALLIED with SWW HOLDINGS.
|
NOW
THEREFORE, in consideration of the mutual promises set out in this Agreement
and
other valuable consideration, the parties hereby agree with each other as
follows:
| 1. |
SHARE
PURCHASE AND EXCHANGE
|
| 1.1 |
XXX
agrees to purchase from SWW and SWW HOLDINGS all the outstanding
and
issued Ordinary Shares of BEST ALLIED by exchanging XXX’x 6,063,750 Common
Shares of SWW HOLDINGS for 10,000 Ordinary Shares of BEST ALLIED,
and SWW
and SWW HOLDINGS collectively agree to sell all the outstanding and
issued
Ordinary Shares of BEST ALLIED to XXX by exchanging 10,000 Ordinary
Shares
of BEST ALLIED for XXX’x 6,063,750 Common Shares of SWW HOLDINGS,
effective as of April 1, 2008 (the “Effective Closing Date”) upon and
subject to the terms and conditions of this Agreement. This share
purchase
and exchange transaction shall be hereinafter referred to as the
“Transaction”.
|
-2-
| 1.2 |
Upon
completion of the Transaction, XXX will own 100% ownership of BEST
ALLIED
and all existing and current operations, liabilities and assets of
BEST
ALLIED will remain with BEST
ALLIED.
|
| 1.3 |
As
a part of this agreement, XXX agrees to resign as a director and
an
officer of SWW HOLDINGS effective as of the date of this
agreement.
|
| 1.4 |
Upon
completion of the Transaction, SWW HOLDINGS will return the 6,063,750
Common Shares received from XXX back to the company treasury for
cancellation.
|
| 2. |
REPRESENTATIONS
AND WARRANTIES OF SWW AND SWW
HOLDINGS
|
| 2.1 |
SWW
and SWW HOLDINGS represent and warrant to XXX
that:
|
SWW
is
the beneficial owner of the outstanding and issued Ordinary Shares of BEST
ALLIED and has good and sufficient power, subject to the approval of its
shareholders if applicable, authority and right to enter into and deliver this
Agreement and to transfer or cause to transfer the beneficial title and
ownership of the Ordinary Shares to the XXX free and clear of all liens,
charges, encumbrances and any other rights of others.
| 3. |
REPRESENTATIONS
AND WARRANTIES OF XXX
|
| 3.1 |
XXX
represents and warrants to SWW and SWW HOLDINGS
that:
|
XXX
is
the beneficial owner of the Common Shares and has good and sufficient power,
authority and right to enter into and deliver this Agreement and to transfer
or
cause to transfer the beneficial title and ownership of the Common Shares of
SWW
HOLDINGS to SWW HOLDINGS free and clear of all liens, charges, encumbrances
and
any other rights of others.
| 4. |
CLOSING
|
| 4.1 |
Closing
Arrangements
|
Subject
to the terms and conditions hereof, the Transaction contemplated herein shall
be
closed on May 30, 2008 (the “Closing Date”) or such later or earlier date as
agreed to by the parties at the offices of SWW HOLDINGS, situated at Xxxx X,
00/X, Xxxxx 0, Xxxxxxxxx Xxxxxxxxxx Xxxxxx, 57 Sha Tsui Road, Tsuen Wan, N.
T.
Hong Kong Special Administration Region (“SAR”) or at such other place or places
as may be mutually agreed upon by SWW and XXX.
-3-
| 4.2 |
Documents
to be Delivered by XXX
|
At
or
before the Closing Date, XXX shall execute or cause to be executed, and shall
deliver, or cause to be delivered, to SWW and SWW HOLDINGS all documents,
instruments and things which are to be delivered by XXX pursuant to the
provisions of this Agreement and all documents necessary to effect the
transactions contemplated by this Agreement.
Without
restrictions, XXX shall, upon Closing, deliver or cause to be delivered to
SWW
and SWW HOLDINGS:
| (a) |
a
duly executed Stock Power and other instruments of transfer deemed
necessary to effectuate the transactions contemplated hereby executed
by
XXX in favor of SWW HOLDINGS in respect of the 6,063,750 Common Shares
of
SWW HOLDINGS belonging to XXX, accompanied by a valid share certificate
or
certificates, as the case may be, evidencing the 6,063,730 Common
Shares
of SWW HOLDINGS or documentary evidence satisfactory to SWW HOLDINGS that
the said Common Shares are legally owned by XXX immediately before
the
contemplated transfer;
|
| (b) |
a
cross receipt duly executed by XXX thereby acknowledging the receipt
of
the Ordinary Shares of BEST ALLIED from XXX; and
|
| (c) |
a
copy of the Mutual Settlement and Release Agreement duly executed
by XXX
and BEST ALLIED.
|
| 4.3 |
Documents
to be Delivered by SWW and SWW
HOLDINGS
|
At
or
before the Closing Date, SWW and SWW HOLDINGS shall execute or cause to be
executed, and shall deliver, or cause to be delivered, to XXX all documents,
instruments and things which are to be delivered by SWW and SWW HOLDINGS
pursuant to the provisions of this Agreement.
Without
restrictions, SWW and SWW HOLDINGS shall, upon Closing, deliver or cause to
be
delivered to XXX:
| (d) |
a
duly executed Stock Power and other instruments of transfer deemed
necessary to effectuate the transactions contemplated hereby duly
executed
by SWW in favor of XXX with respect to all the Ordinary Shares of
BEST
ALLIED, accompanied by a valid share certificate or certificates
as the
case may be evidencing the such shares of BEST ALLIED or documentary
evidence satisfactory to XXX that the said Ordinary Shares are legally
owned by SWW immediately before the contemplated
transfer;
|
| (e) |
a
cross receipt duly executed by SWW and SWW HOLDINGS thereby acknowledging
the receipt of the 6,063,730 Common Shares of SWW
HOLDINGS;
|
-4-
| (f) |
a
copy of the Mutual Settlement and Release Agreement duly executed
by SWW
and SWW HOLDINGS; and
|
| (g) |
all
the statutory books and records of BEST ALLIED, share certificate
books
with counterfoil, tax returns, accounts books, common seal, certificate
of
incorporation, business registration certificate, the available copies
of
the Memorandum and Articles of Association of BEST ALLIED, chops,
cheque
books and all other documents relating to BEST ALLIED which are in
the
possession of SWW.
|
| 5. |
MISCELLANEOUS
CONDITIONS
|
| 5.1 |
The
parties shall execute and deliver all such further documents and
instruments and do all acts and things as the other party may, either
before or after the Closing Date, reasonably require to effectively
carry
out or better evidence or perfect the full intent and meaning of
this
Agreement.
|
| 5.2 |
This
Agreement will enure to the benefit of, and be binding upon, the
respective heirs, executors, administrators, successors and permitted
assigns of the parties.
|
| 5.3 |
| 5.4 |
Time
will be of the essence of this
Agreement.
|
| 5.5 |
This
Agreement constitutes the entire agreement between the parties. There
are
not and shall not be any oral statements, representations, warranties,
undertakings or agreements between the parties other than this Agreement.
This Agreement may not be amended or modified in any respect except
by
written instruments signed by SWW, SWW HOLDINGS and XXX as coupled
by
notice thereof to all parties of this Agreement whose interest in
substance is being affected by the amendment or
modification.
|
| 5.6 |
This
Agreement may be executed in any number of counterparts with the
same
effect as if all the parties had all signed the same document. All
counterparts shall be construed together and shall constitute one
and the
same agreement.
|
| 5.7 |
This
Agreement may be executed by the parties and transmitted by facsimile
transmission and if so executed and transmitted this Agreement shall
be
for all purposes as effective as if the parties had delivered an
executed
original Agreement.
|
| 5.8 |
Subject
to other express terms of this Agreement, any party hereto which
is
entitled to the benefits of this Agreement may, and has the right
to,
waive any term or conditions hereof at any time on or prior to the
Closing
Date provided, however, that such waiver shall be evidenced by written
instrument duly executed on behalf of such
party.
|
-5-
| 5.9 |
Each
party has agreed to pay their own respective attorney’s fees and transfer
taxes incurred in connection with the matters contemplated by this
Agreement.
|
|
6.0
|
The
parties hereby acknowledge that a Current Report on Form 8-K will
be
required to be filed with the Securities and Exchange Commission
no later
than four (4) business days after the consummation of the transactions
contemplated by this Agreement and hereby covenant to work together
to
file such report with the SEC by such deadline as well as work together
to
prepare and file all other documents and reports which may be required
to
be filed with the SEC or other government
agency.
|
|
6.1
|
The
parties hereby acknowledge that each party will be required to file
a Form
4 with the SEC no later than the second (2nd)
business day after the consummation of the transactions contemplated
by
this Agreement therein reporting their acquisition or disposition
of the
Ordinary Shares of BEST ALLIED or shares of SWW, as the case may
be, and
hereby acknowledge that such filing is the personal responsibility
of such
person.
|
|
6.2.
|
Upon
the consummation of the transactions contemplated by this Agreement,
SWW
and SWW HOLDINGS will release XXX from all known and unknown liabilities
owed or owing to XXX.
|
IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the
date first written above.
For
and
on behalf of SOUND WORLDWIDE HOLDINGS, INC. by:
Per:
/s/
Xxxxx K. W. Fan
Xxxxx
K.
W. Fan, C.E.O. and Director
For
and
on behalf of SOUND WORLDWIDE LIMITED, by:
Per:
/s/
Xxxxx K. W. Fan
Xxxxx
K.
W. Fan, President and Director
For
and
on behalf of BEST ALLIED INDUSTRIAL LIMITED, by:
Per:
/s/
Ivy X. X. Xxx
Ivy
X. X.
Xxx, Director
-6-
Per:
/s/
Xxxxx K. W. Fan
Xxxxx K. W. Fan, Director
By
Ivy X.
X. Xxx, being the owner of 6,063,750 Common Shares:
By:
/s/
Ivy X. X. Xxx
Ivy
X. X.
Xxx
