SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 14th, 2008 • Certified Technologies Corp • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 13, 2008, is by and among Certified Technologies Corporation, a Nevada corporation (the “Parent”), Zhaoheng Investment Limited (BVI), a British Virgin Islands corporation (the “Company”), and Guosheng Xu, the sole stockholder of the Company signatory hereto (the “Stockholder”). Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 14th, 2008 • Certified Technologies Corp • New York
COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 13, 2008, is by and among Michael Friess, Sanford Schwartz (collectively, the “Sellers”) and Embedded Internet Solutions Limited (the “Buyer”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 14th, 2008 • Certified Technologies Corp • New York
THIS SECURITIES ESCROW AGREEMENT (this “Agreement”), dated May 13, 2008, is entered into by and among Certified Technologies Corporation, a Nevada corporation (the “Parent”), Zhaoheng Investment Limited (BVI), a British Virgin Islands corporation (“Company”), Michael Friess (“Friess”) and Sanford Schwartz (“Schwartz” and together with Friess, the “Principal Stockholders”) and Kramer Levin Naftalis & Frankel LLP, with an address at 1177 Avenue of the Americas, New York, New York 10036 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Share Exchange Agreement (as defined below).
