STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "AGREEMENT") is made and entered
into as of July 30, 2001 by and between Tengtu International Corp., a Delaware
corporation (the "COMPANY") and Xxxxxxx International Limited (the "INVESTOR").
WHEREAS, the Investor desires to make an equity investment in the
Company; and
WHEREAS, the Company desires to issue to the Investor, and the Investor
desires to purchase from the Company, shares of the Company's $.01 par value per
share common stock (the "COMMON STOCK"), pursuant to Regulation S, promulgated
under the Securities Act of 1933, as amended (the "1933 ACT"), on the terms and
conditions set forth in this Agreement;
WHEREAS, the Company has executed certain Investor Rights Agreements in
connection with a private placement pursuant to Regulation S promulgated under
the 1933 Act during the period from April 2001 to June 2001 (the "INVESTOR
RIGHTS AGREEMENTS");
NOW, THEREFORE, the parties hereby agree as follows:
1. AGREEMENT TO PURCHASE AND SELL THE COMMON STOCK. The
Company agrees to issue to the Investor, and the Investor agrees to
purchase from the Company One Million, Two Hundred Nineteen Thousand,
Five Hundred Twelve (1,219,512) shares of Common Stock at a price of
US$1.23 per share, for a total purchase price of One Million, Five
Hundred Thousand Dollars (US$1,500,000) (the "PURCHASE PRICE") pursuant
to Regulation S promulgated under the 0000 Xxx.
2. CLOSING. The purchase and sale of the Common Stock will take place at
the offices of Xxxxx & Associates, P.C., 00 Xxxx 00xx Xxxxxx, Xxxxx
0000, Xxx Xxxx, New York 10165-5101, U.S.A., at 10:00 a.m. New York
time, on August 2, 2001, or at such other time and place as the Company
and the Investor mutually agree upon (which time and place are referred
to in this Agreement as the "CLOSING"). At the Closing, the Company
will deliver to the Investor the original stock certificates in
Investor's name and in such denominations as Investor may specify
against delivery to the Company by the Investor of the Purchase Price,
paid by wire transfer of immediately available funds to the account
designated by the Company in writing prior to the Closing.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby represents and warrants to the Investor as follows:
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3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company has
been duly incorporated and organized, and is validly existing
and, except as set forth in the Schedule of Exceptions attached
hereto as Exhibit A, in good standing, under the laws of the
State of Delaware. The Company has the corporate power and
authority to enter into and perform this Agreement, to own and
operate its properties and assets and to carry on its proposed
business as currently conducted.
3.2 DUE AUTHORIZATION. All corporate action on the part of the
Company's directors and shareholders necessary for the
authorization, execution, delivery of, and the performance of all
obligations of the Company under this Agreement, has been taken
or will be taken prior to the Closing, and this Agreement
constitutes the valid and legally binding obligations of the
Company, enforceable in accordance with its terms.
3.3 VALID ISSUANCE OF STOCK. The Common Stock, when issued and paid
for as provided in this Agreement, will be duly authorized,
validly issued, fully paid and nonassessable.
3.4 GOVERNMENTAL CONSENTS. To the best of the Company's knowledge, no
consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with any court,
governmental agency, regulatory authority or political
subdivision thereof, or any other entity, is required in
connection with the execution, delivery and performance by the
Company of this Agreement.
3.5 LITIGATION. There is no action, suit, proceeding, claim,
arbitration or investigation pending (or, to the best knowledge
of the Company, currently threatened) against the Company or any
company deemed in control of the Company, their respective
activities, properties or assets or, to the best of the Company's
knowledge, against any officer, director or key employee of the
Company or any Company deemed in control of the Company in
connection with such officer's, director's or key employee's
relationship with, or actions taken on behalf of, the Company or
any Company deemed in control of the Company. The Company has no
knowledge or belief that there is pending or threatened any claim
or litigation against the Company contesting its right to
produce, manufacture, sell, use or offer any product, process,
method, substance, part or other material or service presently
produced, manufactured, sold, used or offered or planned to be
produced, manufacture, sold, used or
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offered by the Company. The Company has no knowledge or belief
that there exists, or there is pending or planned, any patent,
invention, device, application or principle, which would
materially adversely affect the condition, financial or
otherwise, or the operations of the Company.
3.6 RELATED-PARTY TRANSACTIONS. No employee, officer or director of
the Company or any Company deemed in control of the Company or
member of his or her immediate family is indebted to the Company,
nor is the Company or any Company deemed in control of the
Company indebted (or committed to make loans or extend or
guarantee credit) to any of them, except as otherwise described
in the Schedule of Exceptions. To the best of the Company's
knowledge, none of such persons has any direct or indirect
ownership in any firm or corporation with which the Company is
affiliated or with which the Company has a business relationship,
or any firm or corporation that competes with the Company, except
that employees, officers or directors of the Company members of
their immediate families may own non-controlling interests in
stock of publicly traded companies that may compete with the
Company. To the best of the Company's knowledge, no such officer
or director or any member of their immediate families is,
directly or indirectly, interested in any material contract with
the Company, except as set forth in the Schedule of Exceptions.
3.7 PERMITS. To the best of the Company's knowledge, the Company has,
or is in the process of obtaining, all franchises, permits,
licenses and any similar authority necessary for the conduct of
its business as now being conducted by it, the lack of which
could materially and adversely affect its business, properties or
financial condition and believes it can obtain, without undue
burden or expense, any similar authority for the conduct of its
business as planned to be conducted. The Company is not in
default in any material respect under any of such franchises,
permits, licenses or other similar authority.
3.8 REGISTRATION RIGHTS AND OTHER SHAREHOLDER RIGHTS. Except as
provided in the Investor Rights Agreements, other investor rights
agreements with prior purchasers of the Company's stock and debt
with options to purchase Company stock, the agreements with
Xxxxxx Equity Partners, LLC, the Company is not under any
obligation to register under the 1933 Act, any of its currently
outstanding securities or any securities issuable upon exercise
or conversion of its currently outstanding options or warrants
nor is the Company obligated to register or qualify any such
securities under the securities laws of any state of the United
States or to list any of its shares in any other
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jurisdiction. To the best of the Company's knowledge, no voting
or similar agreements exist related to the Company's securities
which are presently outstanding or that may hereafter be issued.
4. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF INVESTOR. The
Investor hereby represents and warrants to, and agrees with, the
Company that:
4.1 AUTHORIZATION. This Agreement constitutes its valid and legally
binding obligation, enforceable in accordance with its terms. The
Investor represents that he has full power and authority to enter
into this Agreement and any other agreements to which it is a
party.
4.2 PURCHASE FOR OWN ACCOUNT. The Common Stock to be purchased by
such Investor hereunder will be acquired for investment for such
Investor's own account, not as a nominee or agent, and not with a
view to the public resale or distribution thereof, and such
Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same. Investor
also represents that Investor was not formed for the purpose of
investing in Regulation S securities or formed for the purpose of
investing in the Common Stock. Investor is not registered as an
issuer under the 1933 Act and is not required to be registered
with the U.S. Securities and Exchange Commission under the
Investment Company Act of 1940, as amended.
4.3 STATUS AS A NON-U.S. COMPANY. No offer to enter into this
Agreement has been made by the Company to Investor in the United
States. At the times of the offer and execution of this
Agreement, Investor and all of its 10% or more equity owners, if
any, were located and resided outside the United States.
4.4 NO DIRECTED SELLING EFFORTS. Neither Investor, nor any of its
affiliates, nor any person acting on its behalf or on behalf of
any such affiliate, has engaged or will engage in any activity
undertaken for the purpose of, or that reasonably could be
expected to have the effect of, conditioning the markets in the
United States for the Common Stock, including but not limited to
effecting any sale or short sale of the Company's securities
through Investor or any of its affiliates prior to the expiration
of any restricted period contained in Regulation S (any such
activity being defined herein as a "Directed Selling Effort"). To
the best knowledge of the undersigned, this Agreement and the
transactions contemplated herein are not part of a plan or scheme
to evade the
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registration provisions of the 1933 Act, and the Common Stock is
being purchased for investment purposes by Investor. Investor
agrees that all offers and sales of the Common Stock from the
date hereof and through the expiration of the any restricted
period set forth in Rule 903 of Regulation S (as the same may be
amended from time to time hereafter) shall not be made to U.S.
Persons or for the account or benefit of U.S. Persons and shall
otherwise be made in compliance with the provisions of Regulation
S and any other applicable provisions of the 1933 Act. Investor
and its representatives have not conducted any Directed Selling
Effort as that term is used and defined in Rule 902 of Regulation
S and will not engage in any such Directed Selling Effort within
the United States through the expiration of any restricted period
set forth in Rule 903 of Regulation S.
4.5 DISCLOSURE OF INFORMATION. The Investor believes he has received
or has had full access to all the information he considers
necessary or appropriate to make an informed investment decision
with respect to the Common Stock to be purchased by the Investor
under this Agreement. The Investor further has had an opportunity
to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of the Common Stock and
to obtain additional information (to the extent the Company
possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify any
information furnished to such Investor or to which the Investor
had access. The foregoing, however, does not in any way limit or
modify the representations and warranties made by the Company in
Section 3. The Investor has not relied on any oral representation
made by the Company or any officer, director or employee of the
Company.
4.6 INVESTMENT EXPERIENCE. The Investor understands that the purchase
of the Common Stock involves substantial risk. The Investor (a)
has experience as an investor in securities of companies in the
development stage and acknowledges that the Investor can bear the
economic risk of the Investor's investment in the Common Stock
and has such knowledge and experience in financial or business
matters that the Investor is capable of evaluating the merits and
risks of this investment in the Common Stock and protecting his
own interests in connection with this investment and/or (b) has a
preexisting business relationship with the Company and certain of
its officers, directors or controlling persons of a nature and
duration that enables the Investor to be aware of the character,
business acumen and financial circumstances of such persons.
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4.7 ACCREDITED INVESTOR STATUS. The Investor is an "ACCREDITED
INVESTOR" within the meaning of Regulation D promulgated under
the 0000 Xxx.
4.8 RESTRICTED SECURITIES. The Investor understands that the Common
Stock is characterized as "RESTRICTED SECURITIES" under the 1933
Act inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under the
1933 Act and applicable regulations thereunder such securities
may be resold without registration under the 1933 Act only in
certain limited circumstances. In this connection, such Investor
represents that the Investor is familiar with Rule 144 and
Regulation S of the 1933 Act, and understands the resale
limitations imposed thereby and by the 1933 Act. The Investor
understands that the Company is under no obligation to register
any of the securities sold hereunder except as provided in the
Investor Rights Agreement.
4.9 REGULATION S LIMITATIONS ON DISPOSITIONS. Investor acknowledges
and agrees that it may not resell the Common Stock to a "U.S.
person" as defined in Rule 902(k) of Regulation S, or within the
United States, until the expiration of any restricted period
provided by Rule 903 of Regulation S, and that following any
restricted period the Common Stock may be resold to a U.S. person
or within the United States only: (i) pursuant to a registration
statement under the 1933 Act, or (ii) if applicable, pursuant to
an exemption from such registration for sales by a person other
than an issuer, underwriter, or dealer as those terms are used in
Section 4(1) and related provisions of the 1933 Act and
regulations thereunder or pursuant to another exemption from
registration. Investor acknowledges that the Common Stock has not
been registered under the 1933 Act or qualified under state
securities laws of the United States and that the transferability
hereof and thereof within the jurisdiction of the United States
is restricted by the 1933 Act as well as such state laws.
Investor acknowledges that the Common Stock is being sold in
reliance upon the transaction exemption afforded by Regulation S
in connection with an offshore offer and sale of securities of
the Company not within or subject to the jurisdiction of the
United States markets. Investor acknowledges it has received a
copy of Regulation S, is familiar with and understands the terms
thereof, and has had the opportunity to consult with its legal
counsel concerning this Agreement and Regulation S.
Investor acknowledges that if any transfer of the Common Stock is
proposed to be made in reliance upon an exemption under the 1933
Act, the Company
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may require an opinion of counsel satisfactory to the Company
that such transfer may be made pursuant to an applicable
exemption under the 1933 Act. Investor acknowledges that, so long
as appropriate, a legend similar to the following may appear on
the certificates representing the Common Stock:
THESE SHARES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO REGULATION S THEREUNDER. THE SHARES EVIDENCED BY THIS
CERTIFICATE CANNOT BE TRANSFERRED, OFFERED, OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION
S) UNTIL ONE YEAR AFTER COMPLETION OF THE OFFERING.
4.10 FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting
the representations set forth above, the Investor further agrees
not to make any disposition of all or any portion of the Common
Stock except:
(a) pursuant to a registration statement under the 1933 Act
covering such disposition; or
(b) pursuant to an exemption from registration under the 1933
Act, including, without limitation, Rule 144, Rule 144A or
Regulation S thereunder.
4.11 NO GENERAL SOLICITATION. Investor has not received any general
solicitation or advertising regarding the offering of the Common
Stock or this Agreement.
5. CONDITIONS TO INVESTOR'S OBLIGATIONS AT CLOSING. The obligations of the
Investor under Section 2 of this Agreement are subject to the
fulfillment or waiver, on or before the Closing, of each of the
following conditions:
5.1 REPRESENTATIONS AND WARRANTIES TRUE. Each of the representations
and warranties of the Company contained in Section 3 shall be
true and complete on and as of the Closing with the same effect
as though such representations and warranties had been made on
and as of the date of the Closing.
5.2 PERFORMANCE. The Company shall have performed and complied with
all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by
it on or before the Closing and
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shall have obtained all approvals, consents and qualifications
necessary to complete the purchase and sale described herein.
5.3 SECURITIES EXEMPTIONS. The offer and sale of the Common Stock to
the Investor pursuant to this Agreement shall be exempt from the
registration requirements of the 1933 Act.
5.4 COMPLETION OF DUE DILIGENCE. The Investor shall have completed
his legal and financial due diligence, the results of which shall
be reasonably satisfactory to the Investor, and the Company shall
have reasonably cooperated with the Investor in connection
therewith.
5.5 EXHIBITS. The Company shall be provided the completed Schedule of
Exceptions to the Investor, the form and substance of which shall
be acceptable to the Investor in its absolute and sole
discretion.
6. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligations of
the Company to the Investor under this Agreement are subject to the
fulfillment or waiver on or before the Closing of each of the following
conditions by the Investor:
6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Investor contained in Section 4 shall be true
and complete on the date of the Closing with the same effect as
though such representations and warranties had been made on and
as of the Closing.
6.2 PAYMENT OF PURCHASE PRICE. The Investor shall have delivered to
the Company the Purchase Price in accordance with the provisions
of Section 2.
6.3 SECURITIES EXEMPTIONS. The offer and sale of the Common Stock to
the Investor pursuant to this Agreement shall be exempt from the
registration requirements of the 1933 Act, and that prior to
closing the Investor will deliver to the Company an executed
Investment Letter in the form attached hereto as Exhibit B.
7. POST-CLOSING COVENANTS.
7.1 CONFIDENTIALITY.
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(a) The Investor acknowledges that the Company could be
irreparably damaged if confidential information concerning
the business and affairs of the Company were disclosed to or
utilized on behalf of any person. The Investor covenants and
agrees to and with the Company that, except as otherwise
provided in this Agreement, it will not, at any time,
directly or indirectly, without the prior written consent of
the Company, divulge, or permit any of its partners,
shareholders, directors, officers, employees or agents to
divulge to any person any non-public information concerning
the business or financial or other affairs, or any of the
methods of doing business used by the Company or any of its
subsidiaries, nor release any information provided pursuant
to or concerning this Agreement or any ancillary agreement
or the transactions contemplated by this Agreement or any
Ancillary Agreement if such release is intended for, or may
result in, its public dissemination. The foregoing
requirements of confidentiality shall not apply to
information: (i) that is now or in the future becomes freely
available to the public through no fault of or action by the
using or disclosing party; (ii) that is in the possession of
the using or disclosing party prior to the time such
information was obtained from the Company or that is
independently acquired by the using or disclosing party
without the aid, application or use of such other
information; (iii) that is obtained by the using or
disclosing party in good faith without knowledge of any
breach of a secrecy arrangement from a third party; (iv)
that is required to be disclosed by applicable law or order
of government agency or self-regulatory body; or (v) that is
disclosed in connection with any bona-fide offer to purchase
any shares in the Company; provided that the proposed
transferor obtains an undertaking from the proposed
transferee to keep such information confidential in
accordance with the provision of this Section 7.1 prior to
such disclosure.
(b) The Investor and the Company agree to consult with each
other (and to take into consideration any comments
reasonably raised by any such party) prior to the
dissemination of any press release or public communication
concerning this Agreement or any ancillary agreement or the
transactions contemplated by this Agreement or any ancillary
agreement. Any such press release or public communication
shall be subject to the approval of both the Company and the
Investor.
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(c) This Section 7.1 will survive termination of this Agreement.
7.2 REGISTRATION RIGHTS. The Company agrees that the Common Stock
purchased by Investor pursuant to this Purchase Agreement shall
be included with any securities registered under the Investor
Rights Agreements, subject to all terms and conditions set forth
therein.
8. GENERAL PROVISIONS.
8.1 SURVIVAL OF WARRANTIES; INVESTIGATION. The representations,
warranties and covenants of the Company and the Investor
contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing. It
shall be no defense to an action for breach of this Agreement
that the Investor or its agents have (or have not) made
investigations into the affairs of the Company or that the
Company could not have known of the misrepresentation or breach
of warranty. Damages for breach of a representation or warranty
or other provision of this Agreement shall not be diminished by
alleged tax savings resulting to the complaining party as a
result of the loss complained of.
8.2 SUCCESSORS AND ASSIGNS. 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, except that the
Company may not assign or transfer any of its rights or
obligations under this Agreement.
8.3 GOVERNING LAW; JURISDICTION. Any dispute, disagreement, conflict
of interpretation or claim arising out of or relating to this
Agreement, or its enforcement, shall be governed by the laws of
the State of New York. The Company and Investor hereby
irrevocably and unconditionally submit, for themselves and their
property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
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jurisdictions by suit on the judgment or in any other manner
provided by law. Each party hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court
referred to above. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or
proceeding in any such court. Each party to this Agreement
irrevocably consents to service of process in the manner provided
for notices below. Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any
other manner permitted by law. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
8.4 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 agreement.
8.5 HEADINGS. The headings and captions used in this Agreement are
used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this
Agreement to sections, paragraphs, exhibits and schedules shall,
unless otherwise provided, refer to sections and paragraphs
hereof and exhibits and schedules attached hereto, all of which
exhibits and schedules are incorporated herein by this reference.
8.6 NOTICES. Any and all notices required or permitted to be given to
a party pursuant to the provisions of this Agreement will be in
writing and will be
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effective and deemed to provide such party sufficient notice
under this Agreement on the earliest of the following: (i) at the
time of personal delivery, if delivery is in person; (ii) at the
time of transmission by facsimile, addressed to the other party
at its facsimile number specified herein (or hereafter modified
by subsequent notice to the parties hereto), with confirmation of
receipt made by both telephone and printed confirmation sheet
verifying successful transmission of the facsimile; (iii) one (1)
business day after deposit with an express overnight courier for
deliveries within a country, or three (3) business days after
such deposit for international deliveries or (iv) three (3)
business days after deposit in mail by certified mail (return
receipt requested) or equivalent for deliveries within a country.
All notices for international delivery will be sent by facsimile
or by express courier. All notices not delivered personally or by
facsimile will be sent with postage and/or other charges prepaid
and properly addressed to the party to be notified at the address
or facsimile number indicated for such party, in the case of the
Company, c/x Xxxxx & Associates, P.C., 00 Xxxx 00xx Xxxxxx, Xxxxx
0000, Xxx Xxxx, XX 00000-0000, Attention: Xxxxxxx X. Xxxxx, Esq.
or, in the case of the Investor, Xxxxxxx International Limited,
Sea Meadow House, Blackburne Highway, P.O. Box 116, Road Town,
Tortola, British Virgin Islands, or at such other address or
facsimile number as such other party may designate by giving ten
(10) days advance written notice by one of the indicated means of
notice herein to the other parties hereto. Notices by facsimile
shall be machine verified as received.
Any party hereto (and such party's permitted assigns) may by
notice so given change its address for future notices hereunder.
Notice shall conclusively be deemed to have been given in the
manner set forth above.
8.7 COSTS, EXPENSES. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
8.8 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 the Investor. No delay or omission to exercise
any right, power, or remedy accruing to the Investor, upon any
breach, default or noncompliance of the Company under this
Agreement shall impair any such right, power, or remedy, nor
shall it be
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construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of any similar
breach, default or noncompliance thereafter occurring. All
remedies, either under this Agreement, by law, or otherwise
afforded to the Investor, shall be cumulative and not
alternative.
8.9 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision(s)
shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
8.10 ENTIRE AGREEMENT. This Agreement, together with all exhibits and
schedules hereto, constitutes the entire agreement and
understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings duties or obligations
between the parties with respect to the subject matter hereof.
8.11 FURTHER ASSURANCES. From and after the date of this Agreement,
upon the request of the Investor or the Company, the Company and
the Investor shall execute and deliver such instruments,
documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
THE COMPANY:
TENGTU INTERNATIONAL CORP.
By:______________________________
Name:
Title:
XXXXXXX INTERNATIONAL LIMITED
By:____________________________
Name: Ms. Lianzhen Xia
Title: President
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EXHIBIT A
SCHEDULE OF EXCEPTIONS
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3.6 The Company has made a loan of $30,000 to Xxxx Xxxx, who serves as Vice
President and a Director of the Company.
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EXHIBIT B
INVESTMENT LETTER
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