EXCHANGE AGREEMENT BY AND AMONG APPLIED SPECTRUM TECHNOLOGIES, INC., KI EQUITY PARTNERS III, LLC, EVER LEADER HOLDINGS LIMITED AND EACH STOCKHOLDER OF EVER LEADER HOLDINGS LIMITED DATED AS OF SEPTEMBER 7, 2006Exchange Agreement • September 7th, 2006 • Applied Spectrum Technologies Inc • Telephone & telegraph apparatus • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2006, by and among Applied Spectrum Technologies, Inc., a Delaware corporation (“Applied Spectrum”), KI Equity Partners III, LLC, a Delaware limited liability company (“KI Equity”), Ever Leader Holdings Limited, a company incorporated under the laws of Hong Kong SAR (the “Company”), XIA Pharmaceutical Inc., an international business company incorporated in the British Virgin Islands and the majority shareholder of the Company (“XIA”), each other Person (as defined in Section 11.2 hereof) listed under the caption “Shareholders” on the signature page hereof, together with each person becoming a Shareholder prior to the closing of the transactions contemplated hereunder who shall execute a counterpart signature of this Agreement. Such Persons and XIA are all of the shareholders of the Company, and Mr. Yiqing Wan and Ms. Wei Xu together own all of the outstanding capital stock of XIA (“XIA Shareholders”).
