Contract
THIS
EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”)
is entered into as of February 11, 2008, by and between Xxxxxxx Xxxxxxx,(“Buyer”)
and Bridgetech China Limited, a British Virgin Island corporation (the “Company”).
WHEREAS,
the Company currently owns 100% of the Equity of Guangzhou Bridgetech Medical
Technologies Development Limited (“Guangzhou
Bridgetech”).
WHEREAS,
Guangzhou Bridgetech Medical Technologies Development Limited owns all right,
title and interest in the XX0.xxx/xx web portal.
WHEREAS,
Buyer desires to purchase from the Company a fifty-one percent (51%) interest in
Guangzhou Bridgetech, and the entire interest in the JK1 trademark (in each form
and jurisdiction), on the terms and conditions and for the consideration set
forth herein.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Purchase and Sale of
Stock.
1.1. Sale and Issuance of Common
Stock. Subject to the terms and conditions of this Agreement,
the Company agrees to sell and transfer at the closing, and Buyer agrees to
purchase at the Closing, a 51% Equity interest in Guangzhou Bridgetech for the
aggregate purchase price of Three Hundred Thousand Dollars ($300,000) (the
“Purchase
Price”), payable in cash by wire transfer to an account designated by the
Company under the following terms: $100,000 due upon signing and $50,000 per
month due at the end of the month starting on February 29, 2008. The
funds will first be allocated towards retaining the staff of JK1.
1.2. Closing. The
purchase and sale of the Equity interest shall take place at such time and place
as the Company and Buyer mutually agree upon orally or in writing (which time
and place are designated as the “Closing”).
2. Repurchase
Option. Within
the ninety (90) day period after Closing or until Buyer pays in excess of 50% of
the purchase price, the Company shall have the option to repurchase the Equity
interest for an aggregate amount equal to 125% of the Purchase Price (the “Repurchase
Option”). The Repurchase Option shall be exercised by written
notice signed by an officer of the Company or by any assignee or assignees of
the Company and delivered or mailed to Buyer at its address set forth on the
signature page hereto. Such notice shall notify Buyer of the time,
place and date for settlement of such purchase as scheduled by the
Company. The Company shall pay for the Equity interest purchased
pursuant to its Repurchase Option in cash by wire transfer to an account
designated by Buyer. Upon delivery of such notice and payment of the
purchase price, the Company shall become the legal and beneficial owner of the
Equity being repurchased and all rights and interest therein or related
thereto.
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3. Representations and
Warranties of the Company. The
Company hereby represents and warrants that:
3.1. Authority of the
Company. The
Company has all necessary power and authority and has taken all action necessary
to enter into this Agreement, to consummate the transactions contemplated hereby
and to perform its obligations hereunder and no other proceedings on the part of
the Company are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby subject to China Government approval, where
applicable. This Agreement has been duly and validly executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies.
3.2. Equity
Ownership. The
Company owns beneficially and of record 100% of the Equity of Guangzhou
Bridgetech, free and clear of all encumbrances.
3.3. Assets of Guangzhou
Bridgetech. Guangzhou
Bridgetech Medical Technologies Development Limited, owns all right, title and
interest in the XX0.xxx/xx web portal, which are substantially all the assets of
Guangzhou Bridgetech Medical Technologies Development Limited.
4. Representations and
Warranties of Buyer. Buyer
hereby represents, warrants and covenants that:
4.1. Authority of
Buyer. Buyer
has all necessary power and authority and has taken all action necessary to
enter into this Agreement, to consummate the transactions contemplated hereby
and to perform its obligations hereunder and no other proceedings on the part of
Buyer are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and
validly executed and delivered by Buyer and constitutes a legal, valid and
binding obligation of Buyer enforceable against Buyer in accordance with its
terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies.
4.2. Sufficient Information. Buyer
is aware of the business affairs and financial condition of the Company and
Guangzhou Bridgetech and has acquired sufficient information to reach an
informed and knowledgeable decision to acquire the Equity
interest. Buyer agrees that Buyer has been afforded full and complete
access to all information with respect to the Company, Guangzhou Bridgetech and
their operations that Buyer and Buyer’s advisors deemed necessary to evaluate
the merits and risks of an investment in the Equity interest. Buyer
further acknowledges that Buyer and Buyer’s advisors have had the opportunity to
ask questions of and receive answers from management concerning this
investment. Buyer has not used any broker or finder in respect of the
purchase of the Equity interest.
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4.3. Risks of
Investment. Buyer is aware that investment in the Equity
interest is speculative and involves a high degree of risk. Buyer has
carefully considered the risks of this investment and understands that the
financial risks involved in this investment could result in a substantial or
complete loss of Buyer’s investment. Buyer has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of investing in the Equity interest. Buyer, in
evaluating the merits of an investment in the Equity interest, is not relying on
the Company or its affiliates or advisors for an evaluation of the tax, legal or
other consequences of an investment in the Equity interest.
5. Right of First
Refusal. Subject
to the terms and conditions in this Agreement, any transfer of the Equity
interest by Buyer must be pursuant to the following steps:
5.1. Sale
Notice. Buyer
shall give written notice (the “Sale
Notice”) to the Company of its intention to transfer the Equity
interest. The Sale Notice shall (i) identify the proposed transferee
and Equity interest to be transferred to such transferee, (ii) the price for the
interest, and (iii) the terms of payment.
5.2. Company’s Election to
Purchase Equity
Interest. The
Company shall have the option to purchase at the price and on the same terms and
conditions specified in the Sale Notice all or less than all of the Equity
interest referred to in the Sale Notice. Within thirty (30) days
after delivery of the Sale Notice to the Company, the Company must give written
notice to Buyer regarding the Equity interest to be purchased by the
Company.
5.3. Price and Terms of
Purchase. If
the Company elects to purchase any or all of the Equity interest set forth in
the Sale Notice, the Company shall purchase such Equity interest at the price
and on the same terms and conditions specified in the Sale Notice.
5.4. Waiver of Right of First
Refusal. If
the Company does not elect to purchase all of the Equity interest set forth in
the Sale Notice, the Equity interest that the Company elected not to purchase
may be transferred to the transferee identified in the Sale Notice on the terms
and conditions specified in the Sale Notice.
6. Miscellaneous.
6.1. Survival. The
warranties, representations and covenants of the Company and Buyer contained in
or made pursuant to this Agreement shall survive the execution and delivery of
this Agreement and the Closing and shall in no way be affected by any
investigation of the subject matter thereof made by or on behalf of Buyer or the
Company.
6.2. Successors and
Assigns. Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any Equity
interest). Nothing in this Agreement, express or implied, is intended
to confer upon any party, other than the parties hereto or their respective
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.
6.3. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to the conflict of law provisions
thereof. The parties agree that any action brought by either party to
interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the exclusive jurisdiction and
venue of, the appropriate state or federal courts located in San Diego,
California.
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6.4. Titles and
Subtitles. The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
6.5. Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed telex, facsimile or electronic transmission
(including e-mail) if sent during normal business hours of the recipient, if
not, then on the next business day; (iii) five days after having been sent
by registered or certified mail, return receipt requested, postage prepaid; or
(iv) one day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of
receipt. All communications shall be sent to the address as set forth
on the signature page hereof or at such other address as such party may
designate by ten days advance written notice to the other parties
hereto.
6.6. Expenses. Irrespective
of whether the Closing is effected, the Company and Buyer shall pay their own
costs and expenses that it incurs with respect to the negotiation, execution,
delivery and performance of this Agreement.
6.7. Amendments and
Waivers. Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Buyer. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any securities purchased under
this Agreement at the time outstanding (including securities into which such
securities are convertible), each future holder of all such securities and the
Company.
6.8. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
6.9. Entire
Agreement. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements or understandings,
whether written or oral, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein.
6.10. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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BRIDGETECH
CHINA LIMITED
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By:
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Name:
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Xxxxxxx
Xxxxxxx
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Title:
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Director
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Address:
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000
X Xxxxxxxx,
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00xx
xxxxx
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Xxx
Xxxxx, XX 00000
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Xxxxxxx
Xxxxxxx
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By:
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Address:
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000
Xxxxxxxx, Xxxxx 0000
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Xxx
Xxxxx, XX 00000
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[SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT]
