SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 6th, 2007 • Universal Fog Inc • Industrial & commercial fans & blowers & air purifing equip • Delaware
SHARE EXCHANGE AGREEMENT (this "Agreement") is made this 15th day of October 2007, by and between Universal Fog, Inc., a Delaware corporation (“UFOG”); Thomas Bontems, the Chief Executive Officer of UFOG (“Bontems”); Sun Xin, a citizen and resident of the People’s Republic of China and majority shareholder of UFOG (the “Majority Shareholder”) and 100% owner of the share capital of China Health Industries Holdings Limited; China Health Industries Holdings Limited, a corporation organized under the laws of the Hong Kong SAR of the People’s Republic of China (“China Health”) and the owner of 100% of the share capital of Harbin Humankind Biology Technology Co. Limited; and Harbin Humankind Biology Technology Co. Limited, a corporation organized under the laws of the People’s Republic of China (“Harbin Humankind”)(China Health and Harbin Humankind being hereinafter referred to as the “Harbin Subsidiaries”); all of whom execute and deliver this Agreement, based on the following:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2007 • Universal Fog Inc • Industrial & commercial fans & blowers & air purifing equip • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2007, by and among Universal Fog, Inc., a Delaware corporation (the “Company”), Thomas Bontems, a citizen and resident of the state of Arizona (“Bontems”), and Sun Xin, a resident and citizen of Harbin, Heilongjiang Province, People’s Republic of China (“Buyer”).
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • November 6th, 2007 • Universal Fog Inc • Industrial & commercial fans & blowers & air purifing equip • Arizona
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2007, by and among Universal Fog, Inc., a corporation organized and existing under the laws of Delaware (“Seller”), and Universal Fog Systems, Inc., an Arizona corporation (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the definitions assigned thereto in Section 10 below.
