WARRANTWest Coast Car CO • May 21st, 2007 • Retail-auto dealers & gasoline stations • Delaware
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR UNLESS SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SHARE EXCHANGE AGREEMENT SHENGTAI HOLDING, INC. FOR THE EXCHANGE OF CAPITAL STOCK OF WEST COAST CAR COMPANY DATED AS OF May 15, 2007Share Exchange Agreement • May 21st, 2007 • West Coast Car CO • Retail-auto dealers & gasoline stations • New York
This SHARE EXCHANGE AGREEMENT, dated as of May 15, 2007 (the “Agreement”) by and among SHENGTAI HOLDING, INC., a newly-formed New Jersey corporation (“SHI”), WEST COAST CAR COMPANY, a Delaware corporation (“WCCC”), Tryant, LLC. (“Tryant”) and all of the shareholders of SHI, whose names are set forth on Exhibit A attached hereto (“SHAREHOLDERS”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 21st, 2007 • West Coast Car CO • Retail-auto dealers & gasoline stations • New York
The undersigned (the “Investor”) hereby confirms its agreement with you, in accordance with and pursuant to the Terms and Conditions for Purchase of Securities (the “Terms and Conditions”) set forth in Annex I, together with the Exhibits thereto, and the Investor Questionnaire as set forth in Annex II, each of which is attached hereto and incorporated herein by reference, as follows:
