Attached files
EXHIBIT
2.1
EXHIBIT A
SHARE
EXCHANGE AGREEMENT
by
and among
Expedite
4, Inc.,
a
Delaware corporation
and
Sheila
Hunter,
the sole
shareholder of Expedite 4, Inc.
and
Southern
China Livestock International, Inc.,
a Nevada
corporation
and
the
Shareholders of
Southern
China Livestock International Inc.
Dated as
of March 29, 2010
SHARE
EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT
(hereinafter referred to as this “Agreement”) is
entered into as of this 29th day
of March, 2010, by and between Expedite 4, Inc., a Delaware corporation
(hereinafter referred to as “Expedite 4”),
SOUTHERN CHINA LIVESTOCK INTERNATIONAL INC., a Nevada company (hereinafter
referred to as “SCLI”) and the
shareholders of SCLI (the “SCLI Shareholders”),
upon the following premises:
Premises
WHEREAS, Expedite 4 is a
Delaware company with no significant operations;
WHEREAS, SCLI is a private
company incorporated under the laws of the State of Nevada on July 28, 2009 as
the indirect US holding company for Beijing Huaxin Tianying Livestock
Technology, Ltd. (“Beijing Huaxin”) and Beijing Huaxin’s subsidiaries, which are
in the business of breeding and raising commercial hogs in Jiangxi province of
China. SCLI’s wholly-owned subsidiary, Mayson International Services Limited
(“Mayson International”), was incorporated on July 25, 2008 under the laws of
British Virgin Islands and owns 100% of Mayson Enterprises Services Limited
(“Mayson Enterprises”), which was incorporated on July 25, 2008 under the laws
of British Virgin Islands. On August 1, 2008, Mayson Enterprises acquired Mayson
Holdings Limited, a Hong Kong limited liability company (“Mayson Holdings”). On
September 9, 2008, Mayson Holdings established Beijing Huaxin, a wholly foreign
owned enterprise under the laws of the People’s Republic of China (“China” or
the “PRC”). On November 3, 2008, Beijing Huaxin entered into an Equity Interests
Transfer Agreement with Mr. XU Dengfu, Mr. PAN Luping, Mr. PAN Mude, Mr. ZHANG
Genkai, Mr. LI Xianyue, Mr. YANG Min and Ms. XU Jianying, who are the former
shareholders of Jiangxi Yingtan Huaxin Livestock Co., Ltd. (“Jiangxi Huaxin”),
pursuant to which 99% of the equity interests in Jiangxi Huaxin was transferred
to Beijing Huaxin and Mr. XU Dengfu kept the 1% equity interest in Jiangxi
Huaxin. On January 15, 2010, Mr. XU Dengfu transferred the remaining 1% equity
interest in Jiangxu Huaxin to Beijing Huaxin. As a result, Beijing Huaxin holds
100% equity interests in Jiangxi Huaxin and Jiangxi Huaxin became a wholly-owned
subsidiary of Beijing Huaxin. SCLI operates its business mainly through Jiangxi
Huaxin, its operating subsidiary in the PRC. SCLI, Mayson International, Mayson
Enterprises, Mayson Holdings, Beijing Huaxin and Jiangxi Huaxin shall be
referred to herein collectively as the “Group”;
WHEREAS, Expedite 4 agrees to
acquire up to 100% of the issued and outstanding shares of SCLI from the SCLI
Shareholders in exchange for the issuance of certain shares of Expedite 4 (the
“Exchange”) and
the SCLI Shareholders agree to exchange their shares of SCLI on the terms
described herein. On the Closing Date (as defined in Section 4.03), SCLI will
become a wholly-owned subsidiary of Expedite 4;
WHEREAS, such Exchange is in
connection with the offering (the “Offering”) pursuant
to a Subscription Agreement (the “Subscription
Agreement”)
between Expedite 4 and certain subscribers named in the Subscription Agreement
in connection with a private placement by Expedite 4 of units (the “Units”), each Unit
consisting of two (2) shares of common stock, par value $0.001 per share and
warrants to purchase one (1) share of the common stock of Expedite 4, at an
exercise price of $5.50 per share (the “Warrants”), as
further described in the Private Placement Memorandum dated February 1,
2010. The closing of the Exchange is conditioned upon all of the
conditions of the Offering being met, and the Offering is conditioned upon the
closing of the Exchange.
Agreement
NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived here
from, and intending to be legally bound hereby, it is hereby agreed as
follows:
1
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF SCLI
As an
inducement to, and to obtain the reliance of Expedite 4, except as set forth in
the SCLI Schedules (as hereinafter defined), SCLI represents and warrants as of
the Closing Date, as defined below, as follows:
Section
1.01 Incorporation.
SCLI is a
company duly incorporated, validly existing, and in good standing under the laws
of the State of Nevada and has the corporate power and is duly authorized under
all applicable laws, regulations, ordinances, and orders of public authorities
to carry on its business in all material respects as it is now being
conducted. Included in the SCLI Schedules are complete and correct
copies of the memorandum of association and articles of association of SCLI as
in effect on the date hereof. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, violate any provision of SCLI’s memorandum of association or articles
of association. SCLI has taken all actions required by law, its
memorandum of association and articles of association, or otherwise to authorize
the execution and delivery of this Agreement. SCLI has full power,
authority, and legal capacity and has taken all action required by law, its
memorandum of association and articles of association, and otherwise to
consummate the transactions herein contemplated.
Each
member of the Group is organized under the laws of the jurisdiction set forth in
Schedule 1.03
hereto, is duly formed or organized, validly existing and in good standing under
the laws of its jurisdiction of organization and has the requisite power and
authority to own, lease and operate its assets and properties and to carry on
its business as it is now being or currently planned by each member of the Group
to be conducted. Each member of the Group is in possession of all
Approvals necessary to own, lease and operate the properties it purports to own,
operate or lease, to carry on its business as it is now being conducted, to
consummate the Transactions contemplated under this Agreement. No
member of the Group is in violation of any of the provisions of their respective
charter documents. The corporate records of each member of the Group
contain true, complete and accurate records of meetings and consents in lieu of
meetings of its board of directors (and any committees thereof), similar
governing bodies and holders of its registered capital, since the time of their
respective organization, and such corporate records have been heretofore
delivered to Expedite 4. The ownership records of each Group member’s
registered capital are true, complete and accurate records of such ownership as
of the date of such records and contain all transfers of such registered capital
since the time of their respective organization, and such ownership records have
been heretofore been delivered to Expedite 4. No member of the Group
is required to qualify to do business as a foreign corporation in any other
jurisdiction.
Section
1.02 Authorized
Shares.
The
number of shares which SCLI is authorized to issue consists of 10,000,000 shares
of a single class, par value of $0.001 per share. There are
10,000,000 shares currently issued and outstanding. The issued and
outstanding shares are validly issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any
person.
Section
1.03 Subsidiaries and Predecessor
Corporations. Except
as set forth in the SCLI Schedule 1.03, SCLI
does not have any subsidiaries, and does not own, beneficially or of record, any
shares of any other corporation. For purposes hereinafter, the term
“SCLI” also includes those subsidiaries set forth on the SCLI
Schedules.
Section
1.04 No Conflict With Other
Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of any indenture, mortgage, deed of trust, or other material agreement, or
instrument to which SCLI is a party or to which any of its assets, properties or
operations are subject.
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Section
1.05 Compliance With Laws and
Regulations. To the
best of its knowledge, SCLI has complied with all applicable statutes and
regulations of any federal, state, or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
SCLI or except to the extent that noncompliance would not result in the
occurrence of any material liability for SCLI. This compliance
includes, but is not limited to, the filing of all reports to date with federal
and state securities authorities.
Section
1.06 Approval of
Agreement. The
Board of Directors of SCLI has authorized the execution and delivery of this
Agreement by SCLI and has approved this Agreement and the transactions
contemplated hereby, and will recommend to the SCLI Shareholders that the
Exchange be accepted.
Section
1.07 SCLI
Schedules. SCLI
has delivered to Expedite 4 the following schedules, which are collectively
referred to as the “SCLI Schedules” and which consist of separate schedules
dated as of the date of execution of this Agreement, all certified by the chief
executive officer of SCLI as complete, true, and correct as of the date of this
Agreement in all material respects:
(a) a
schedule containing complete and correct copies of the memorandum of association
and articles of association of SCLI in effect as of the date of this Agreement;
and
(b) a
schedule containing the other information requested above.
SCLI
shall cause the SCLI Schedules and the instruments and data delivered to
Expedite 4 hereunder to be promptly updated after the date hereof up to and
including the Closing Date.
Section
1.08 Valid
Obligation. This
Agreement and all agreements and other documents executed by SCLI in connection
herewith constitute the valid and binding obligation of SCLI, enforceable in
accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF EXPEDITE 4
As an
inducement to, and to obtain the reliance of SCLI and the SCLI Shareholders,
except as set forth in the Expedite 4 Schedules (as hereinafter defined),
Expedite 4 represents and warrants, as of the date hereof and as of the Closing
Date, as follows:
Section
2.01 Organization. Expedite
4 is a corporation duly incorporated, validly existing, and in good standing
under the laws of Delaware and has the corporate power and is duly authorized
under all applicable laws, regulations, ordinances, and orders of public
authorities to carry on its business in all material respects as it is now being
conducted. Included in the Expedite 4 Schedules are complete and
correct copies of the certificate of incorporation and articles of association
of Expedite 4 (the “Articles”) as in
effect on the date hereof. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of Expedite 4’s certificate of incorporation or
Articles. Expedite 4 has taken all action required by law, its
certificate of incorporation, its Articles, or otherwise to authorize the
execution and delivery of this Agreement, and Expedite 4 has full power,
authority, and legal right and has taken all action required by law, its
certificate of incorporation, Articles, or otherwise to consummate the
transactions herein contemplated.
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Section
2.02 Capitalization.
(a) Expedite
4’s authorized capitalization consists of (a) 200,000,000 shares of common
stock, par value $0.001 per share, of which 100,000 shares are issued and
outstanding, and (b) 50,000,000 shares of preferred shares, par value $0.001 per
share, none of which are issued and outstanding. All issued and
outstanding shares are legally issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any person. As of the
Closing Date, no shares of Expedite 4’s common stock were reserved for issuance
upon the exercise of outstanding options to purchase the common shares; (iv) no
common shares were reserved for issuance upon the exercise of outstanding
warrants to purchase Expedite 4 common shares; (v) no shares of preferred stock
were reserved for issuance to any party; and (vi) no common shares were reserved
for issuance upon the conversion of Expedite 4 preferred stock or any
outstanding convertible notes, debentures or securities. All
outstanding Expedite 4 common shares have been issued and granted in compliance
with (i) all applicable securities laws and (in all material respects) other
applicable laws and regulations, and (ii) all requirements set forth in any
applicable Contracts.
(b) There
are no equity securities, partnership interests or similar ownership interests
of any class of any equity security of Expedite 4, or any securities
exchangeable or convertible into or exercisable for such equity securities,
partnership interests or similar ownership interests, issued, reserved for
issuance or outstanding. Except as contemplated by this
Agreement or as set forth in Schedule 2.02, there
are no subscriptions, options, warrants, equity securities, partnership
interests or similar ownership interests, calls, rights (including preemptive
rights), commitments or agreements of any character to which Expedite 4 is a
party or by which it is bound obligating Expedite 4 to issue, deliver or sell,
or cause to be issued, delivered or sold, or repurchase, redeem or otherwise
acquire, or cause the repurchase, redemption or acquisition of, any shares of
capital stock, partnership interests or similar ownership interests of Expedite
4 or obligating Expedite 4 to grant, extend, accelerate the vesting of or enter
into any such subscription, option, warrant, equity security, call, right,
commitment or agreement. There is no plan or arrangement to issue
Expedite 4 common shares or preferred stock except as set forth in this
Agreement.
Except as
contemplated by this Agreement and except as set forth in Schedule 2.02 hereto,
there are no registration rights, and there is no voting trust, proxy, rights
plan, anti-takeover plan or other agreement or understanding to which Expedite 4
is a party or by which it is bound with respect to any equity security of any
class of Expedite 4, and there are no agreements to which Expedite 4 is a party,
or which Expedite 4 has knowledge of, which conflict with this Agreement or the
transactions contemplated herein or otherwise prohibit the consummation of the
transactions contemplated hereunder.
Section
2.03 Subsidiaries and Predecessor
Corporations. Expedite
4 does not have any predecessor corporation(s), no subsidiaries, and does not
own, beneficially or of record, any shares of any other
corporation.
Section
2.04 Financial
Statements.
(a) Included
in the Expedite 4 Schedules are (i) the audited balance sheets of Expedite 4 as
of September 30, 2009 and the related audited statements of operations,
stockholders’ equity and cash flows for September 30, 2009 together with the
notes to such statements and the opinion of Gately & Associates, LLC,
independent certified public accountants, with respect thereto;
4
(b) Included
in the Expedite 4 Schedules are: (i) unaudited balance sheets of December 31,
2009 and the related unaudited statements of operations, stockholders’ equity
and cash flows for the quarters ended on such dates and all such financial
statements have been reviewed by Gately & Associates, LLC;
(c) All such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved. The
Expedite 4 balance sheets are true and accurate and present fairly as of their
respective dates the financial condition of Expedite 4. As of the
date of such balance sheets, except as and to the extent reflected or reserved
against therein, Expedite 4 had no liabilities or obligations (absolute or
contingent) which should be reflected in the balance sheets or the notes thereto
prepared in accordance with generally accepted accounting principles, and all
assets reflected therein are properly reported and present fairly the value of
the assets of Expedite 4, in accordance with generally accepted accounting
principles. The statements of operations, stockholders’ equity and cash flows
reflect fairly the information required to be set forth therein by generally
accepted accounting principles;
(d) Expedite
4 has no liabilities with respect to the payment of any federal, state, county,
local or other taxes (including any deficiencies, interest or penalties), except
for taxes accrued but not yet due and payable;
(e) Expedite
4 has timely filed all state, federal or local income and/or franchise tax
returns required to be filed by it from inception to the date
hereof. Each of such income tax returns reflects the taxes due for
the period covered thereby, except for amounts which, in the aggregate, are
immaterial;
(f) The books
and records, financial and otherwise, of Expedite 4 are in all material aspects
complete and correct and have been maintained in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved; and
(g) All of
Expedite 4’s assets are reflected on its financial statements, and, except as
set forth in the Expedite 4 Schedules or the financial statements of Expedite 4
or the notes thereto, Expedite 4 has no material liabilities, direct or
indirect, matured or unmatured, contingent or otherwise.
Section
2.05 Information. The
information concerning Expedite 4 set forth in this Agreement and the Expedite 4
Schedules is complete and accurate in all material respects and does not contain
any untrue statements of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. In addition, Expedite 4 has fully
disclosed in writing to SCLI (through this Agreement or the Expedite 4
Schedules) all information relating to matters involving Expedite 4 or its
assets or its present or past operations or activities which (i) indicated or
may indicate, in the aggregate, the existence of a greater than $1,000 liability
, (ii) have led or may lead to a competitive disadvantage on the part of
Expedite 4 or (iii) either alone or in aggregation with other information
covered by this Section, otherwise have led or may lead to a material adverse
effect on Expedite 4, its assets, or its operations or activities as presently
conducted or as contemplated to be conducted after the Closing Date, including,
but not limited to, information relating to governmental, employee,
environmental, litigation and securities matters and transactions with
affiliates.
Section
2.06 Options or
Warrants. There
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of Expedite 4.
Section
2.07 Absence of Certain Changes
or Events. Since
the date of the most recent Expedite 4 balance sheet:
5
(a) there has
not been (i) any material adverse change in the business, operations,
properties, assets or condition of Expedite 4 or (ii) any damage, destruction or
loss to Expedite 4 (whether or not covered by insurance) materially and
adversely affecting the business, operations, properties, assets or condition of
Expedite 4;
(b) Expedite
4 has not (i) amended its certificate of incorporation or Articles except as
required by this Agreement; (ii) declared or made, or agreed to declare or make
any payment of dividends or distributions of any assets of any kind whatsoever
to stockholders or purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the aggregate
are outside of the ordinary course of business or material considering the
business of Expedite 4; (iv) made any material change in its method of
management, operation, or accounting; (v) entered into any transactions or
agreements other than in the ordinary course of business; (vi) made any accrual
or arrangement for or payment of bonuses or special compensation of any kind or
any severance or termination pay to any present or former officer or
employee; (vii) increased the rate of compensation payable or to become payable
by it to any of its officers or directors or any of its salaried employees whose
monthly compensation exceed $1,000; or (viii) made any increase in
any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement, made to,
for or with its officers, directors, or employees;
(c) Expedite
4 has not (i) granted or agreed to grant any options, warrants, or other rights
for its stock, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid or agreed to
pay any material obligations or liabilities (absolute or contingent) other than
current liabilities reflected in or shown on the most recent Expedite 4 balance
sheet and current liabilities incurred since that date in the ordinary course of
business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transaction
contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights (except assets, properties, or rights
not used or useful in its business which, in the aggregate have a value of less
than $1,000), or canceled, or agreed to cancel, any debts or claims (except
debts or claims which in the aggregate are of a value less than $1,000); (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of Expedite 4; or (vi) issued, delivered or agreed to
issue or deliver, any stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock), except
in connection with this Agreement; and
(d) to its
knowledge, Expedite 4 has not become subject to any law or regulation which
materially and adversely affects, or in the future, may adversely affect, the
business, operations, properties, assets or condition of Expedite
4.
Section
2.08 Litigation and
Proceedings. There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of Expedite 4 after reasonable investigation, threatened by or against
Expedite 4 or affecting Expedite 4 or its properties, at law or in equity,
before any court or other governmental agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind except as disclosed in the
Expedite 4 Schedule
2.08. Expedite 4 has no knowledge of any default on its part
with respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator, or governmental agency or instrumentality
or any circumstance which after reasonable investigation would result in the
discovery of such default.
6
Section
2.09 Contracts.
(a) Expedite
4 is not a party to, and its assets, products, technology and properties are not
bound by, any contract, franchise, license agreement, agreement, debt instrument
or other commitments whether such agreement is in writing or oral;
(b) Expedite
4 is not a party to or bound by, and the properties of Expedite 4 are not
subject to any contract, agreement, other commitment or instrument; any charter
or other corporate restriction; or any judgment, order, writ, injunction,
decree, or award; and
(c) Expedite
4 is not a party to any oral or written (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation, (vi) collective bargaining agreement; or (vii) agreement with any
present or former officer or director of Expedite 4.
Section
2.10 No Conflict With Other
Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of, any indenture, mortgage, deed of trust, or other material agreement or
instrument to which Expedite 4 is a party or to which any of its assets,
properties or operations are subject.
Section
2.11 Compliance With Laws and
Regulations. To the
best of its knowledge, Expedite 4 has complied with all applicable statutes and
regulations of any federal, state, or other applicable governmental entity or
agency thereof. This compliance includes, but is not limited to, the
filing of all reports to date with federal and state securities
authorities.
Section
2.12 Approval of
Agreement. The
Board of Directors of Expedite 4 has authorized the execution and delivery of
this Agreement by Expedite 4 and has approved this Agreement and the
transactions contemplated hereby.
Section
2.13 Material Transactions or
Affiliations. Except
as disclosed herein and in the Expedite 4 Schedules, there exists no contract,
agreement or arrangement between Expedite 4 and any predecessor and any person
who was at the time of such contract, agreement or arrangement an officer,
director, or person owning of record or known by Expedite 4 to own beneficially,
5% or more of the issued and outstanding common shares of Expedite 4 and which
is to be performed in whole or in part after the date hereof or was entered into
not more than three years prior to the date hereof. Neither any
officer, director, nor 5% Shareholders of Expedite 4 has, or has had since
inception of Expedite 4, any known interest, direct or indirect, in any such
transaction with Expedite 4 which was material to the business of Expedite
4. Expedite 4 has no commitment, whether written or oral, to lend any
funds to, borrow any money from, or enter into any other transaction with, any
such affiliated person.
Section
2.14 Expedite 4
Schedules. Expedite
4 has delivered to SCLI the following schedules, which are collectively referred
to as the “Expedite 4 Schedules” and which consist of separate schedules, which
are dated the date of this Agreement, all certified by the chief executive
officer of Expedite 4 to be complete, true, and accurate in all material
respects as of the date of this Agreement.
(a) a
schedule containing complete and accurate copies of the certificate of
incorporation and Articles of Expedite 4 as in effect as of the date of this
Agreement;
(b) a
schedule containing the financial statements of Expedite 4 identified in
paragraph 2.04(a) and (b);
7
(c) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of Expedite 4
since September 30, 2009, required to be provided pursuant to section 2.07
hereof; and
(d) a
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the Expedite 4 Schedules by Sections
2.01 through 2.13.
Expedite
4 shall cause the Expedite 4 Schedules and the instruments and data delivered to
SCLI hereunder to be promptly updated after the date hereof up to and including
the Closing Date.
Section
2.15 Bank Accounts; Power of
Attorney. Set
forth in the Expedite 4 Schedules is a true and complete list of (a) all
accounts with banks, money market mutual funds or securities or other financial
institutions maintained by Expedite 4 within the past twelve (12) months, the
account numbers thereof, and all persons authorized to sign or act on behalf of
Expedite 4, (b) all safe deposit boxes and other similar custodial arrangements
maintained by Expedite 4 within the past twelve (12) months, (c) the check
ledger for the last 12 months, and (d) the names of all persons holding powers
of attorney from Expedite 4 or who are otherwise authorized to act on behalf of
Expedite 4 with respect to any matter, other than its officers and directors,
and a summary of the terms of such powers or authorizations.
Section
2.16 Valid
Obligation.This
Agreement and all agreements and other documents executed by Expedite 4 in
connection herewith constitute the valid and binding obligation of Expedite 4,
enforceable in accordance with its or their terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
Section
2.17 SEC
Filings Financial
Statements.
(a) Expedite
4 has made available to SCLI a correct and complete copy, or there has been
available on EDGAR, copies of each report, registration statement and definitive
proxy statement filed by Expedite 4 with the SEC for the 36 months prior to the
date of this Agreement (the “Expedite 4 SEC
Reports”), which, to Expedite 4’s knowledge, are all the forms, reports
and documents filed by Expedite 4 with the SEC for the 36 months or applicable
period prior to the date of this Agreement. As of their respective dates, to
Expedite 4’s knowledge, the Expedite 4 SEC Reports: (i) were prepared in
accordance and complied in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such Expedite 4 SEC Reports, and
(ii) did not at the time they were filed (and if amended or superseded by a
filing prior to the date of this Agreement then on the date of such filing and
as so amended or superceded) contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
(b) Each
set of financial statements (including, in each case, any related notes thereto)
contained in the Expedite 4 SEC Reports comply as to form in all material
respects with the published rules and regulations of the SEC with respect
thereto, were prepared in accordance with U.S. GAAP applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
thereto or, in the case of unaudited statements, do not contain footnotes as
permitted by Form 10-Q promulgated under the Exchange Act) and each fairly
presents in all material respects the financial position of Expedite 4 at the
respective dates thereof and the results of its operations and cash flows for
the periods indicated, except that the unaudited interim financial statements
were or are subject to normal adjustments which were not or are not expected to
have a Material Adverse Effect on Expedite 4 taken as a whole.
8
Section
2.18 Exchange Act
Compliance. Expedite
4 is in compliance with, and current in, all of the reporting, filing and other
requirements under the Exchange Act, the common shares have been registered
under Section 12(g) of the Exchange Act, and Expedite 4 is in compliance with
all of the requirements under, and imposed by, Section 12(g) of the Exchange
Act, except where a failure to so comply is not reasonably likely to have a
Material Adverse Effect on Expedite 4.
Section
2.19 Title to
Property. Expedite 4 does not own or lease any real property
or personal property. There are no options or other contracts under
which Expedite 4 has a right or obligation to acquire or lease any interest in
real property or personal property.
Section 2.20 Intellectual
Property. Expedite 4 does not own, license or otherwise have
any right, title or interest in any intellectual property.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF
THE
SCLI SHAREHOLDERS
The SCLI Shareholders hereby represents
and warrants, severally and solely, to Expedite 4 as follows.
Section
3.01 Good
Title. Each of the SCLI
Shareholders is the record and beneficial owner, and has good title to his SCLI
common shares, with the right and authority to sell and deliver such SCLI common
shares, free and clear of all liens, claims, charges, encumbrances, pledges,
mortgages, security interests, options, rights to acquire, proxies, voting
trusts or similar agreements, restrictions on transfer or adverse claims of any
nature whatsoever. Upon delivery of any certificate or certificates
duly assigned, representing the same as herein contemplated and/or upon
registering of Expedite 4 as the new owner of such SCLI common shares in the
share register of SCLI, Expedite 4 will receive good title to such SCLI common
shares, free and clear of all Liens.
Section
3.02 Power and Authority.
Each of the SCLI Shareholders has the legal power, capacity and authority to
execute and deliver this Agreement to consummate the transactions contemplated
by this Agreement, and to perform his obligations under this
Agreement. This Agreement constitutes a legal, valid and binding
obligation of the SCLI Shareholders, enforceable against the SCLI Shareholders
in accordance with the terms hereof.
Section
3.03 No
Conflicts. The execution and delivery of this Agreement by the
SCLI Shareholders and the performance by the SCLI Shareholders of their
obligations hereunder in accordance with the terms hereof: (a) will not require
the consent of any third party or governmental entity under any laws; (b) will
not violate any laws applicable to the SCLI Shareholders and (c) will not
violate or breach any contractual obligation to which the SCLI Shareholders are
a party.
Section
3.04 Finder’s
Fee. Each of the SCLI Shareholders represents and warrants
that it has not created any obligation for any finder’s, investment banker’s or
broker’s fee in connection with the Exchange.
Section
3.05 Purchase Entirely for Own
Account. The Exchange Shares (as defined in Section 4.01 herein) proposed
to be acquired by each of the SCLI Shareholders hereunder will be acquired for
investment for its own account, and not with a view to the resale or
distribution of any part thereof, and each of the SCLI Shareholders has no
present intention of selling or otherwise distributing the Exchange Shares,
except in compliance with applicable securities laws.
9
Section 3.06 Acquisition of Exchange
Shares for Investment.
(a) Each SCLI
Shareholder is acquiring the Exchange Shares for investment for SCLI
Shareholder’s own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and each SCLI Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing the same. Each SCLI Shareholder further represents that
he or she does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to such person or to any
third person, with respect to any of the Exchange Shares.
(b) Each SCLI
Shareholder represents and warrants that he or she: (i) can bear the economic
risk of his respective investments, and (ii) possesses such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the investment in Expedite 4 and its
securities.
(c) Each SCLI
Shareholder who is not a “U.S. Person” as defined in Rule 902(k) of Regulation S
of the Securities Act (“Regulation S”) (each
a “Non-U.S.
Shareholder”) understands that the Exchange Shares are not registered
under the Securities Act and that the issuance thereof to such SCLI Shareholder
is intended to be exempt from registration under the Securities Act pursuant to
Regulation S. Each Non-U.S. Shareholder has no intention of becoming
a U.S. Person. At the time of the origination of contact concerning
this Agreement and the date of the execution and delivery of this Agreement,
each Non-U.S. Shareholder was outside of the United States. Each
certificate representing the Exchange Shares shall be endorsed with the
following legends, in addition to any other legend required to be placed thereon
by applicable federal or state securities laws:
“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”
“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
(d) Each SCLI
Shareholder who is a “U.S. Person” as defined in Rule 902(k) of Regulation S
(each a “U.S.
Shareholder”) understands that the Exchange Shares are not registered
under the Securities Act and that the issuance thereof to such SCLI Shareholder
is intended to be exempt from registration under the Securities Act pursuant to
Regulation D promulgated thereunder (“Regulation
D”). Each U.S. Shareholder represents and warrants that he is
an “accredited investor” as such term is defined in Rule 501 of Regulation D or,
if not an accredited investor, that such SCLI Shareholder otherwise meets the
suitability requirements of Regulation D and Section 4(2) of the Securities Act
(“Section
4(2)”). Each
U.S. Shareholder agrees to provide documentation to Expedite 4 prior to Closing
as may be requested by Expedite 4 to confirm compliance with Regulation D and/or
Section 4(2), including, without limitation, a letter of investment intent or
similar representation letter and a completed investor questionnaire. Each certificate
representing the Exchange Shares issued to such SCLI Shareholder shall be
endorsed with the following legends, in addition to any other legend required to
be placed thereon by applicable federal or state securities laws:
10
“THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES OR “BLUE SKY” LAWS.”
“TRANSFER
OF THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH
TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY”
LAWS, OR AN EXEMPTION THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH
LAWS.”
(e) Each SCLI
Shareholder acknowledges that neither the SEC, nor the securities regulatory
body of any state or other jurisdiction, has received, considered or passed upon
the accuracy or adequacy of the information and representations made in this
Agreement.
(f) Each SCLI
Shareholder acknowledges that he has carefully reviewed such information as he
has deemed necessary to evaluate an investment in Expedite 4 and its securities,
and with respect to each U.S. Shareholder, that all information required to be
disclosed to such SCLI Shareholder under Regulation D has been furnished to such
SCLI Shareholder by Expedite 4. To the full satisfaction of each SCLI
Shareholder, he has been furnished all materials that he has requested relating
to Expedite 4 and the issuance of the Exchange Shares hereunder, and each SCLI
Shareholder has been afforded the opportunity to ask questions of Expedite 4’s
representatives to obtain any information necessary to verify the accuracy of
any representations or information made or given to the SCLI
Shareholders. Notwithstanding the foregoing, nothing herein shall
derogate from or otherwise modify the representations and warranties of Expedite
4 set forth in this Agreement, on which each of the SCLI Shareholders have
relied in making an exchange of his shares SCLI for the Exchange
Shares.
(g) Each SCLI
Shareholder understands that the Exchange Shares may not be sold, transferred,
or otherwise disposed of without registration under the Securities Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Exchange Shares or any available exemption from
registration under the Securities Act, the Exchange Shares may have to be held
indefinitely. Each SCLI Shareholder further acknowledges that the
Exchange Shares may not be sold pursuant to Rule 144 promulgated under the
Securities Act unless all of the conditions of Rule 144 are satisfied
(including, without limitation, Expedite 4’s compliance with the reporting
requirements under the Securities Exchange Act of 1934, as amended (“Exchange
Act”)).
(h) The
SCLI Shareholder agrees that, notwithstanding anything contained herein to the
contrary, the warranties, representations, agreements and covenants of the SCLI
Shareholder under this Section 3.06 shall survive the Closing.
Section
3.07 Additional
Legend; Consent. Additionally, the Exchange Shares will bear any legend
required by the “blue sky” laws of any state to the extent such laws are
applicable to the securities represented by the certificate so legended. Each of
the SCLI Shareholders consents to Expedite 4 making a notation on its records or
giving instructions to any transfer agent of Exchange Shares in order to
implement the restrictions on transfer of the Exchange Shares.
11
ARTICLE
IV
PLAN
OF EXCHANGE
Section
4.01 The Exchange.
On the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date, each of the SCLI Shareholders who has elected to accept the exchange offer
described herein by executing this Agreement, shall assign, transfer and
deliver, free and clear of all liens, pledges, encumbrances, charges,
restrictions or known claims of any kind, nature, or description, the number of
shares of SCLI set forth on the SCLI Schedules attached hereto, constituting all
of the shares of SCLI held by such shareholder; the objective of such Exchange
being the acquisition by Expedite 4 of not less than 100% of the issued and
outstanding shares of SCLI. In exchange for the transfer of such
securities by the SCLI Shareholders, Expedite 4 shall issue to the SCLI
Shareholders, his affiliates or assigns, a total of 5,623,578 shares pursuant to
Table 1
attached hereto, representing 99.97% of the total common shares of Expedite 4,
for all of the outstanding shares of SCLI held by the SCLI Shareholders (the
“Exchange
Shares”). At the Closing Date, each of the SCLI Shareholders shall, on
surrender of his certificate or certificates representing his SCLI shares to
Expedite 4 or its registrar or transfer agent, be entitled to receive a
certificate or certificates evidencing his proportionate interest in the
Exchange Shares.
Upon
consummation of the transaction contemplated herein, all of the issued and
outstanding shares of SCLI shall be held by Expedite 4. Upon
consummation of the transaction contemplated herein there shall be 5,625,078
Expedite 4 common shares issued and outstanding.
Section
4.02 Cancellation of Certain
Shares of Expedite 4 Common Stock. Prior to
the Closing Date, Sheila Hunter, the sole shareholder of Expedite 4, will cancel
a total number of 98,500 Expedite 4 common shares.
Section
4.03 Closing. The
closing (the “Closing” or the
“Closing Date”)
of the transactions contemplated by this Agreement shall occur following the
payment of the outstanding liabilities of Expedite 4, which may be paid from the
proceeds at Closing, and upon the exchange of the shares of Expedite 4 and SCLI
as described in Section 4.01 herein. Such Closing shall take place at a mutually
agreeable time and place, and be conditioned upon all of the conditions of the
Offering being met.
Section
4.04 Closing
Events. At the
Closing, Expedite 4, SCLI and the SCLI Shareholders shall execute, acknowledge,
and deliver (or shall ensure to be executed, acknowledged, and delivered), any
and all certificates, opinions, financial statements, schedules, agreements,
resolutions, rulings or other instruments required by this Agreement to be so
delivered at or prior to the Closing, together with such other items as may be
reasonably requested by the parties hereto and their respective legal counsel in
order to effectuate or evidence the transactions contemplated
hereby.
Section
4.05 Termination. This
Agreement may be terminated by the Board of Directors of SCLI or Expedite 4 only
in the event that Expedite 4 or SCLI do not meet the conditions precedent set
forth in Articles VI and VII. If this Agreement is terminated
pursuant to this section, this Agreement shall be of no further force or effect,
and no obligation, right or liability shall arise hereunder.
ARTICLE
V
SPECIAL
COVENANTS
Section
5.01 Access to Properties and
Records. Expedite
4 and SCLI will each afford to the officers and authorized
representatives of the other full access to the properties, books and records of
Expedite 4 or SCLI , as the case may be, in order that each may have a full
opportunity to make such reasonable investigation as it shall desire to make of
the affairs of the other, and each will furnish the other with such additional
financial and operating data and other information as to the business and
properties of Expedite 4 or SCLI, as the case may be, as the other shall from
time to time reasonably request. Without limiting the foregoing, as
soon as practicable after the end of each fiscal quarter (and in any event
through the last fiscal quarter prior to the Closing Date), each party shall
provide the other with quarterly internally prepared and unaudited financial
statements.
12
Section
5.02 Delivery of Books and
Records. At the
Closing, Expedite 4 shall deliver to SCLI, the originals of the corporate minute
books, books of account, contracts, records, and all other books or documents of
Expedite 4 which is now in the possession of Expedite 4 or its
representatives.
Section
5.03 Third
Party Consents and Certificates. Expedite
4 and SCLI agree to cooperate with each other in order to obtain any required
third party consents to this Agreement and the transactions herein
contemplated.
Section
5.04 Designation of Directors and
Officer. Upon the
effectiveness of an information statement required by Rule 14f-1 promulgated
under the Exchange Act, Dengfu Xu will take the position as Chairman of the
Board and Luping Pan, Xin Zhao and Shu Kaneko as directors with Expedite 4, and
the existing officer and director of Expedite 4, Sheila Hunter, after the
signing of this Agreement, shall tender her resignation of her positions held
with Expedite 4 effective immediately. In addition, upon the signing
of this Agreement, Expedite 4 shall immediately appoint Luping Pan as the
President, Chief Executive Officer and Secretary and Shu Kaneko as the Chief
Financial Officer of Expedite 4.
Section
5.05 Indemnification. Expedite
4 hereby agrees to indemnify SCLI and each of the officers, agents, and
directors of SCLI and the SCLI Shareholders as of the date of execution of this
Agreement against any Loss to which it or they may become subject arising out of
or based on any inaccuracy appearing in or misrepresentation made under Article
II of this Agreement. The indemnification provided for in this
paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement for one year following the
Closing.
Section
5.06 The Acquisition of Expedite
4 Common Shares. Expedite
4 and SCLI understand and agree that the consummation of this Agreement
including the issuance of the Expedite 4 common shares to the SCLI Shareholders
in exchange for the SCLI Shares as contemplated hereby constitutes the offer and
sale of securities under the Securities Act and applicable state
statutes. Expedite 4 and SCLI agree that such transactions shall be
consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes, which depend, among other items, on the
circumstances under which such securities are acquired.
(a) In order
to provide documentation for reliance upon the exemptions from the registration
and prospectus delivery requirements for such transactions, SCLI Shareholders
shall execute and deliver to Expedite 4 a Suitability Letter and an Investment
Representation Letter in substantially the same form as that attached hereto as
Exhibit A and
Exhibit B,
respectively.
(b) In
connection with the transaction contemplated by this Agreement, Expedite 4 and
SCLI shall each file, with the assistance of the other and their respective
legal counsel, such notices, applications, reports, or other instruments as may
be deemed by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority in the
states where the shareholders of SCLI reside unless an exemption requiring no
filing is available in such jurisdictions, all to the extent and in the manner
as may be deemed by such parties to be appropriate.
(c) In order
to more fully document reliance on the exemptions as provided herein, SCLI, the
SCLI Shareholders, and Expedite 4 shall execute and deliver to the other, at or
prior to the Closing, such further letters of representation, acknowledgment,
suitability, or the like as SCLI or Expedite 4 and their respective counsel may
reasonably request in connection with reliance on exemptions from registration
under such securities laws.
13
(d) The SCLI
Shareholders acknowledges that the basis for relying on exemptions from
registration or qualifications are factual, depending on the conduct of the
various parties, and that no legal opinion or other assurance will be required
or given to the effect that the transactions contemplated hereby are in fact
exempt from registration or qualification.
Section
5.07 Sales
of Securities Under Rule 144, If Applicable.
(a) Expedite
4 will use its best efforts to at all times satisfy the current public
information requirements of Rule 144 promulgated under the Securities Act so
that its shareholders can sell restricted securities that have been held for one
year or more or such other restricted period as required by Rule 144 as it is
from time to time amended.
(b) Upon
being informed in writing by any person holding restricted stock of Expedite 4
that such person intends to sell any shares under rule 144 promulgated under the
Securities Act (including any rule adopted in substitution or replacement
thereof), Expedite 4 will certify in writing to such person that it is
compliance with Rule 144 current public information requirement to enable such
person to sell such person’s restricted stock under Rule 144, as may be
applicable under the circumstances.
(c) If any
certificate representing any such restricted stock is presented to Expedite 4’s
transfer agent for registration or transfer in connection with any sales
theretofore made under Rule 144, provided such certificate is duly endorsed for
transfer by the appropriate person(s) or accompanied by a separate stock power
duly executed by the appropriate person(s) in each case with reasonable
assurances that such endorsements are genuine and effective, and is accompanied
by a legal opinion that such transfer has complied with the requirements of Rule
144, as the case may be, Expedite 4 will promptly instruct its transfer agent to
register such transfer and to issue one or more new certificates representing
such shares to the transferee and, if appropriate under the provisions of Rule
144, as the case may be, free of any stop transfer order or restrictive
legend.
Section
5.08 Payment of
Liabilities.Recognizing
the need to extinguish all existing liabilities of Expedite 4 prior to the
Exchange, SCLI has indicated it will not enter into this Agreement unless
Expedite 4 has arranged for the payment and discharge of all of Expedite 4’s
liabilities, including all of Expedite 4’s accounts payable and any outstanding
legal fees incurred prior to the Closing Date. Accordingly, Expedite
4 has agreed to arrange for the payment and discharge of all such
liabilities.
Section
5.09 Assistance with Post-Closing
SEC Reports and Inquiries. Upon the
reasonable request of SCLI, after the Closing Date, Sheila Hunter shall use her
reasonable best efforts to provide such information available to it, including
information, filings, reports, financial statements or other circumstances of
Expedite 4 occurring, reported or filed prior to the Closing, as may be
necessary or required by Expedite 4 for the preparation of the reports that
Expedite 4 is required to file after Closing with the SEC to remain in
compliance and current with its reporting requirements under the Exchange Act,
or filings required to address and resolve matters as may relate to the period
prior to Closing and any SEC comments relating thereto or any SEC inquiry
thereof.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF EXPEDITE 4
The
obligations of Expedite 4 under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions:
14
Section
6.01 Accuracy of
Representations and Performance of Covenants. The
representations and warranties made by SCLI and SCLI Shareholders in this
Agreement were true when made and shall be true at the Closing Date with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date (except for changes therein permitted by this
Agreement). SCLI shall have performed or complied with all covenants
and conditions required by this Agreement to be performed or complied with by
SCLI prior to or at the Closing. Expedite 4 shall be furnished with a
certificate, signed by a duly authorized executive officer of SCLI and dated the
Closing Date, to the foregoing effect.
Section
6.02 Officer’s
Certificate. Expedite
4 shall have been furnished with a certificate dated the Closing Date and signed
by a duly authorized officer of SCLI to the effect that no litigation,
proceeding, investigation, or inquiry is pending, or to the best knowledge of
SCLI threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement, or, to the
extent not disclosed in the SCLI Schedules, by or against SCLI, which might
result in any material adverse change in any of the assets, properties,
business, or operations of SCLI.
Section
6.03 Good
Standing. Expedite
4 shall have received a certificate of good standing from the Nevada Secretary
of State dated as of a date within ten days prior to the Closing Date,
certifying that SCLI is in good standing as a company in the State of
Nevada.
Section
6.04 Approval by SCLI
Shareholders. The
Exchange shall have been approved by the holders of not less than fifty and one
tenths percent (50.01%) of the shares, including voting power, of SCLI, unless a
lesser number is agreed to by Expedite 4.
Section
6.05 No
Governmental Prohibition. No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
6.06 Consents. All consents,
approvals, waivers or amendments pursuant to all contracts, licenses, permits,
trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of SCLI after the Closing
Date on the basis as presently operated shall have been obtained.
Section
6.07 Other
Items.
(a) Expedite
4 shall have received a list containing the name, address, and number of shares
held by the SCLI Shareholders as of the date of Closing, certified by an
executive officer of SCLI as being true, complete and accurate; and
(b) Expedite
4 shall have received such further opinions, documents, certificates or
instruments relating to the transactions contemplated hereby as Expedite 4 may
reasonably request.
15
ARTICLE
VII
CONDITIONS
PRECEDENT TO OBLIGATIONS OF SCLI
AND
THE SCLI SHAREHOLDERS
The
obligations of SCLI and the SCLI Shareholders under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following
conditions:
Section
7.01 Accuracy of Representations
and Performance of Covenants. The
representations and warranties made by Expedite 4 in this Agreement were true
when made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing
Date. Additionally, Expedite 4 shall have performed and complied with
all covenants and conditions required by this Agreement to be performed or
complied with by Expedite 4.
Section
7.02 Closing
Certificate. SCLI
shall have been furnished with certificates dated the Closing Date and signed by
duly authorized executive officers of Expedite 4, to the effect that no
litigation, proceeding, investigation or inquiry is pending, or to the best
knowledge of Expedite 4 threatened, which might result in an action to enjoin or
prevent the consummation of the transactions contemplated by this Agreement or,
to the extent not disclosed in the Expedite 4 Schedules, by or against Expedite
4, which might result in any material adverse change in any of the assets,
properties or operations of Expedite 4.
Section 7.03 Officer’s
Certificate. SCLI shall have been furnished with certificates dated the
Closing Date and signed by duly authorized executive officers of Expedite 4,
certifying that there are no existing liabilities as of the Closing Date and
that each representations and warranties of Expedite 4 contained in this
Agreement (i) shall have been true and correct as of the date of this Agreement
and (ii) shall be true and correct on and as of the Closing Date with the same
force and effect as if made on and as of the Closing.
Section
7.04 Legal
Opinion. SCLI shall have been furnished with an opinion dated the Closing
Date, from the legal counsel of Expedite 4, covering such matters as it relates
to this Agreement and the issuance of the Expedite 4 common shares and other
matters reasonably requested by SCLI.
Section
7.05 Good
Standing. SCLI
shall have received a certificate of good standing from the Delaware Secretary
of State or other appropriate office, dated as of a date within ten days prior
to the Closing Date certifying that Expedite 4 is in good standing as a company
in the State of Delaware and has filed all tax returns required to have been
filed by it to date and has paid all taxes reported as due thereon.
Section
7.06 No
Governmental Prohibition. No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
7.07 Consents. All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of Expedite 4 after the
Closing Date on the basis as presently operated shall have been
obtained.
Section
7.08 Shareholder
Report. SCLI shall receive a shareholder’s report reflective
of all Expedite 4 shareholders which does not exceed 1,500 issued and
outstanding common shares of Expedite 4 as of the Closing Date.
Section 7.09 SEC
Filings. Prior to the Closing Date, Expedite 4 shall have
filed its quarterly report on Form 10Q for the period ending December 31,
2009.
Section
7.10 Other
Items. SCLI
shall have received further opinions, documents, certificates, or instruments
relating to the transactions contemplated hereby as SCLI may reasonably
request.
16
ARTICLE
VIII
MISCELLANEOUS
Section
8.01 Brokers. Expedite
4 and SCLI agree that, except as set out on Schedule 7.01 attached hereto, there
were no finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution or consummation of this
Agreement. Expedite 4 and SCLI each agree to indemnify the other
against any claim by any third person other than those described above for any
commission, brokerage, or finder’s fee arising from the transactions
contemplated hereby based on any alleged agreement or understanding between the
indemnifying party and such third person, whether express or implied from the
actions of the indemnifying party.
Section
8.02 Governing
Law. This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the matters
of state law, with the laws of the State of Delaware. Venue for all
matters shall be in New York, New York, without giving effect to principles of
conflicts of law thereunder. Each of the parties (a) irrevocably
consents and agrees that any legal or equitable action or proceedings arising
under or in connection with this Agreement shall be brought exclusively in the
federal courts of the United States. By execution and delivery of this
Agreement, each party hereto irrevocably submits to and accepts, with respect to
any such action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such party may
now or hereafter have to object to such jurisdiction.
Section
8.03 Notices. Any
notice or other communications required or permitted hereunder
shall be in writing and shall be sufficiently given if personally
delivered to it or sent by telecopy, overnight courier or registered mail or
certified mail, postage prepaid, addressed as follows:
|
|
If
to SCLI, to:
|
Shu
Kaneko
|
|
|
11990
Market Street, Suite 205
|
|
|
Reston,
Virginia 20190
|
|
|
With
copies to:
|
Gregg
E. Jaclin, Esq.
|
|
|
Anslow
& Jaclin, LLP
|
|
|
195
Route 9 South, Suite 204
|
|
|
Manalapan,
New Jersey 07726
|
|
|
If
to Expedite 4, to:
|
Sheila
Hunter
|
|
|
212
Carnegie Center, #206
|
|
|
Princeton,
NJ 08540
|
or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the day
after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.
Section
8.04 Attorney’s
Fees. In the
event that either party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing
party shall be reimbursed by the losing party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.
17
Section
8.05 Confidentiality. Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement. In the
event of the termination of this Agreement, each party shall return to the other
party all documents and other materials obtained by it or on its behalf and
shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each party will continue to comply with the
confidentiality provisions set forth herein.
Section
8.06 Public Announcements and
Filings. Unless
required by applicable law or regulatory authority, none of the parties will
issue any report, statement or press release to the general public, to the
trade, to the general trade or trade press, or to any third party (other than
its advisors and representatives in connection with the transactions
contemplated hereby) or file any document, relating to this Agreement and the
transactions contemplated hereby, except as may be mutually agreed by the
parties. Copies of any such filings, public announcements or
disclosures, including any announcements or disclosures mandated by law or
regulatory authorities, shall be delivered to each party at least one (1)
business day prior to the release thereof.
Section
8.07 Schedules;
Knowledge. Each
party is presumed to have full knowledge of all information set forth in the
other party’s schedules delivered pursuant to this Agreement.
Section
8.08 Third
Party Beneficiaries. This
contract is strictly between Expedite 4 and SCLI, and, except as specifically
provided, no director, officer, stockholder (other than the SCLI Shareholders),
employee, agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.
Section
8.09 Expenses. Subject
to Article VI and VII above, whether or not the Exchange is consummated, each of
Expedite 4 and SCLI will bear their own respective expenses, including legal,
accounting and professional fees, incurred in connection with the Exchange or
any of the other transactions contemplated hereby.
Section
8.10 Entire
Agreement. This
Agreement represents the entire agreement between the parties relating to the
subject matter thereof and supersedes all prior agreements, understandings and
negotiations, written or oral, with respect to such subject matter.
Section
8.11 Survival;
Termination. The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two years.
Section
8.12 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
8.13 Amendment or
Waiver. Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At
any time prior to the Closing Date, this Agreement may by amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance may be extended by a writing signed by the party or parties for
whose benefit the provision is intended.
Section
8.14 Best
Efforts. Subject
to the terms and conditions herein provided, each party shall use its best
efforts to perform or fulfill all conditions and obligations to be performed or
fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable. Each party also
agrees that it shall use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.
[Signature
Pages Follow]
18
IN WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, as of the date first-above
written.
| EXPEDITE 4, INC. | |||
|
|
By:
|
/s/ Sheila Hunter | |
|
Name:
Sheila Hunter
|
|||
|
Title: Chief
Executive Officer
|
|||
|
EXPEDITE
4 Shareholder:
|
|||
|
By:
|
/s/ Sheila Hunter | ||
|
Sheila
Hunter
|
|||
| SOUTHERN CHINA LIVESTOCK INTERNATIONAL INC. | |||
|
By:
|
/s/ Shu Kaneko | ||
|
Name:
Shu Kaneko
|
|||
|
Title: Director
|
|||
| SCLI Shareholders: | |||
| Stephen and Marianne Garber, JTWROS | |||
| By: | /s/ Stephen Garber | ||
|
Stephen
Garber
|
|||
| By: | /s/ Marianne Garber | ||
|
Marianne
Garber
|
|||
|
/s/ David A. Rapaport
|
|||
|
David
A. Rapaport
|
|||
|
/s/ Margene W.
MAcDougall
|
|||
|
Margene
W. MacDougall
|
|||
|
/s/ Horace
Robinson, Jr.
|
|||
|
Horace
Robinson, Jr.
|
|||
|
/s/ Liqiang Song
|
|||
|
Liqiang
Song
|
|||
|
Alexandra
Capital Partners, LLC
|
|||
|
/s/ Michael Davidov
|
|||
|
By:
Michael Davidov, Manager
|
|||
|
Shing
Wing Development & Investment Group Company,
Ltd.
|
|||
|
/s/ Chow
Chai
|
|||
|
Chow
Chai
|
|||
19
Table
1: Exchange Shares to be
Issued
|
Name
|
Number of Shares
|
|
Liqiang
Song
|
5,061,220
|
|
Margene
W. MacDougall
|
5,624
|
|
Stephen
and Marianne Garber, JWTROS
|
5,624
|
|
Horace
Robinson, Jr.
|
843
|
|
David
A. Rapaport
|
27,513
|
|
Shing
Wing Development & Investment Group Company Ltd.
|
36,434
|
|
Alexandra
Capital Partners, LLC
|
261,377
|
|
Shing
Wing Development & Investment Group Company Ltd.
|
224,943
|
|
Total
|
5,623,578
|
20
SOUTHERN
CHINA LIVESTOCK INTERNATIONAL INC. (“SCLI”)
Share
Exchange Agreement
SCLI
Schedules
March 29,
2010
|
Section
1.03
Subsidiaries
|
||
|
SCLI
owns 100% of the issued and outstanding capital stock of Mayson
International Services Limited (“Mayson International”), which was incorporated on
July 25, 2008 under the laws of British Virgin Islands and owns 100% of
the issued and outstanding capital stock of Mayson Enterprises Services
Limited (“Mayson Enterprises”), which
was incorporated on July 25, 2008 under the laws of British Virgin
Islands. Mayson Enterprises acquired Mayson Holdings Limited, a Hong Kong
limited liability company (“Mayson Holdings”) on August 1, 2008 and Mayson
Holdings became the subsidiary of Southern China Livestock. On September
9, 2009, Mayson Holdings established Beijing Huaxin, a wholly foreign
owned enterprises under the laws of the People’s Republic of China (“China” or the “PRC”). On November 3, 2008, Beijing Huaxin
entered into an Equity Interests Transfer Agreement with Mr. XU Dengfu,
Mr. PAN Luping, Mr. PAN Mude, Mr. ZHANG Genkai, Mr. LI Xianyue, Mr. YANG
Min and Ms. XU Jianying, who are the former shareholders of Jiangxi
Yingtan Huaxin Livestock Co., Ltd. (“Jiangxi
Huaxin”), pursuant to which 99% of the equity interests in Jiangxi
Huaxin was transferred to Beijing Huaxin and Mr. XU Dengfu kept the 1%
equity interest in Jiangxi Huaxin. On January 15, 2010, Mr. XU Dengfu
transferred the remaining 1% equity interest in Jiangxu Huaxin to Beijing
Huaxin. As a result, Beijing Huaxin holds 100% equity interests in Jiangxi
Huaxin and Jiangxi Huaxin became a wholly-owned subsidiary of Beijing
Huaxin. After the Combination, SCLI will become a wholly-owned subsidiary
of Expedite 4.
|
||
|
Section
1.04
Financial Statements
|
||
|
Audited
financial statements for the years ending September 30, 2009 and September
30, 2008 and the unaudited financial statements for the quarter ended
December 31, 2009 are attached.
|
||
|
Section
1.06
Options and Warrants
None.
|
||
|
Section
1.07
Absence of Certain Changes or
Events
|
||
|
None.
|
||
|
Section
1.08
Litigation and Proceedings
|
||
|
None.
|
||
|
Section
1.09
Contracts
|
||
|
None.
|
||
|
Section
1.16
Intellectual Property
|
||
|
None.
|
||
Sch-1
EXPEDITE
4, INC. (“Expedite 4”)
Share
Exchange Agreement
Expedite
4 Schedules
March 22,
2010
|
Section
2.04
Financial Statements
|
|
|
See
SEC filings.
|
|
|
Section
2.07
Absence of Certain Changes or
Events
|
|
|
None.
|
|
|
Section
2.08
Litigation and Proceedings
|
|
|
None.
|
|
|
Section
2.09
Contracts
|
|
|
None.
|
|
Sch-2
Exhibit A
to Share Exchange Agreement
SUITABILITY
LETTER
TO: Expedite
4, Inc.
I make
the following representations with the intent that they may be relied on by
Expedite 4, Inc. (the “Company”), in determining my suitability as a purchaser
of securities of the Company (the “Shares”).
1. I have
had the opportunity to ask questions of, and receive answers and information,
from the officers of the Company and I deemed such information sufficient to
make an investment decision on the Company.
2. I have
such knowledge and experience in business and financial matters that I am
capable of evaluating the Company, its business activities, and the risks and
merits of this prospective investment, and I am not utilizing a
purchaser representative (as defined in regulation D) in connection with the
evaluation of such risks and merits, except as set forth in paragraph
3.
3. I shall
provide a separate written statement from each purchaser representative on the
Purchaser Representative Acknowledgment form available from the Company in which
is disclosed (i) the relationship of the purchaser representative with the
Company, if any, which has existed at any time during the previous two years,
and compensation received or to be received as a result of such relationship,
and (ii) the education, experience, and knowledge in financial and business
matters which enables the purchaser representative to evaluate the relative
merits and risks of an investment in the Company.
4. The
undersigned and the purchaser representatives listed above, if any, together
have such knowledge and experience in financial and business matters that they
are capable of evaluating the Company and the proposed activities thereof and
the merits and risks of this prospective investment.
5. I have
adequate means of providing for my current needs and possible personal
contingencies and have no need in the foreseeable future for liquidity of an
investment in the Company.
6. Instructions: Complete
either (a) or (b) below, as applicable:
(a) FOR ACCREDITED
INVESTORS. I confirm that I am an “accredited investor” as
defined under rule 501 of regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”), as checked below:
(i) Any bank
as defined in section 3(a)(2) of the Securities Act or any savings and loan
association or other institution;
(ii) as
defined in section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity; any broker or dealer registered pursuant to
section 15 of the Securities Exchange Act of 1934; any insurance company as
defined in section 2(13) of the Securities Act; any investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that Act; any small business
investment company licensed by the U. S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958; any plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions, for the benefit of
its employees, if such plan has total assets in excess of $5,000,000; any
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;
o Yes o No
A-1
(iii) Any
private business development company as defined in section 302(a)(22) of the
Investment Advisers Act of 1940;
o Yes o No
(iv) Any
organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;
o Yes o No
(v) Any
director, executive officer, or general partner of the issuer of the securities
being offered or sold, or any director, executive officer, or general partner of
a general partner of that issuer;
o Yes o No
(vi) Any
natural person whose individual net worth or joint net worth with that person’s
spouse, at the time of his or her purchase exceeds $1,000,000;
o Yes o No
For
purposes of category (v), the term “net worth” means the excess of total assets
over total liabilities. In computing net worth for the purposes of
category (v) above, the undersigned’s principal residence must be valued either
at (A) cost, including the cost of improvements, net of current encumbrances
upon the property or (B) the appraised value of the property as determined upon
a written appraisal used by an institutional lender making a loan to the
individual secured by the property, including the cost of subsequent
improvements, net of current encumbrances upon the property.
(vii) Any
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year;
o Yes o No
In
determining income, the undersigned should add to his or her adjusted gross
income any amounts attributable to tax exempt income received, losses claimed as
a limited partner in any limited partnership, deductions claimed for depletion,
contributions to an IRA or Keogh retirement plan, alimony payments, and any
amount by which income from long-term capital gains has been reduced in arriving
at adjusted gross income.
(viii) Any
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in section 230.506(b)(2)(ii);
and
o Yes o No
A-2
(ix) Any
entity in which all of the equity owners are accredited investors.
o Yes o No
(b) FOR NONACCREDITED
INVESTORS. I am not an accredited
investor.
The
following information is being provided here in lieu of furnishing a personal
financial statement.
(i) My net
worth excluding principal residence, furnishings, and automobiles is at least
_____ times the total investment I intend to make in the Company;
(ii) My annual
disposable income, after excluding all of my personal and family living expenses
and other cash requirements for current obligations, is such that the loss of my
entire investment in the Company would not materially alter my standard of
living;
o Yes o No
(iii) Considering
the foregoing and all other relevant factors in my financial and personal
circumstances, I am able to bear the economic risk of an investment in the
Company.
o Yes o No
7. I have
previously been advised that I would have an opportunity to review all the
pertinent facts concerning the Company, and to obtain any additional information
which I might request, to the extent possible or obtainable, without
unreasonable effort and expense, in order to verify the accuracy of the
information provided me.
8. I have
personally communicated or been offered the opportunity to communicate with
executive officers of the Company to discuss the business and financial affairs
of the Company, its products and activities, and its plans for the
future. I acknowledge that if I would like to further avail myself of
the opportunity to ask additional questions of the Company, the Company will
make arrangements for such an opportunity on request.
9. I have
been advised that no accountant or attorney engaged by the Company is acting as
my representative, accountant, or attorney.
10. I will
hold title to my interest as follows:
| o | Community Property | o | Separate Property | |
| o | Joint Tenants, with Right of Survivorship | o | Tenants in Common | |
| o | Other (Single Person, Trust, Etc.,Please Indicate.) |
11. I am a
bona fide resident of the state of __________. The address below is
my true and correct principal residence.
A-3
DATED
this ____ day of __________, 2010.
| Name (Please Print) | Name of Joint Subscriber, If Any | ||
| Signature | Signature | ||
| Street Address | Street Address | ||
| City, State, and Zip Code | City, State, and Zip Code |
A-4
EXHIBIT A
Exhibit B
to Share Exchange Agreement
INVESTMENT
LETTER
Expedite
4, Inc.
Re: Purchase
of Common Shares of Expedite 4, Inc.
Gentlemen:
In
connection with the acquisition by the undersigned of the common shares of
Expedite 4, Inc. (the “Securities”), the undersigned represents that the
Securities are being acquired without a view to, or for, resale in connection
with any distribution of such Securities or any interest therein without
registration or other compliance under the Securities Act of 1933, as amended
(the “Securities Act”), and that the undersigned has no direct or indirect
participation in any such undertaking or in the underwriting of such an
undertaking.
The
undersigned understands that the Securities have not been registered, but are
being acquired by reason of a specific exemption under the Securities Act as
well as under certain state statutes for transactions by an issuer not involving
any public offering and that any disposition of the subject Securities may,
under certain circumstances, be inconsistent with this exemption and may make
the undersigned an “underwriter” within the meaning of the Securities
Act. It is understood that the definition of an “underwriter” focuses
on the concept of “distribution” and that any subsequent disposition of the
subject Securities can only be effected in transactions which are not considered
distributions. Generally, the term “distribution” is considered
synonymous with “public offering” or any other offer or sale involving general
solicitation or general advertising. Under present law, in
determining whether a distribution occurs when securities are sold into the
public market, under certain circumstances one must consider the availability of
public information regarding the issuer, a holding period for the securities
sufficient to assure that the persons desiring to sell the securities without
registration first bear the economic risk of their investment, and a limitation
on the number of securities which the stockholder is permitted to sell and on
the manner of sale, thereby reducing the potential impact of the sale on the
trading markets. These criteria are set forth specifically in rule
144 promulgated under the Securities Act. After one year from the
date the Securities are fully paid for and the subscription is accepted by the
issuer, all as calculated in accordance with rule 144(d), sales of the
Securities in reliance on rule 144 can only be made in limited amounts in
accordance with the terms and conditions of that rule. After two year
from the date the Securities are fully paid for, as calculated in accordance
with rule 144(d), it can generally be sold without meeting these conditions
provided the holder is not (and has not been for the preceding three months) an
affiliate of the issuer.
B-1
EXHIBIT A
Expedite
4, Inc.
Page
Two
The
undersigned acknowledges that the Securities must be held and may not be sold,
transferred, or otherwise disposed of for value unless it is subsequently
registered under the Securities Act or an exemption from such registration is
available; the issuer is under no obligation to register the Securities under
the Securities Act or under section 12 of the Securities Exchange Act of 1934,
as amended, except as may be expressly agreed to by it in writing; if rule 144
is available, and no assurance is given that it will be, initially only routine
sales of such Securities in limited amounts can be made in reliance on rule 144
in accordance with the terms and conditions of that rule; the issuer is under no
obligation to the undersigned to make rule 144 available, except as may be
expressly agreed to by it in writing; in the event rule 144 is not available,
compliance with regulation A or some other exemption may be required before the
undersigned can sell, transfer, or otherwise dispose of such Securities without
registration under the Securities Act; the issuer’s registrar and transfer agent
will maintain a stop transfer order against the registration of transfer of the
Securities; and the certificate representing the common shares composing the
Securities will bear a legend in substantially the following form so restricting
the sale of such Securities.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE “RESTRICTED
SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES
ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES
ACT.
The
issuer may refuse to register transfer of the Securities in the absence of
compliance with Rule 144 unless the undersigned furnishes the issuer with a
“no-action” or interpretative letter from the Securities and Exchange Commission
or an opinion of counsel reasonably acceptable to the issuer stating that the
transfer is proper; further, unless such letter or opinion states that the
Securities are free of any restrictions under the Securities Act, the issuer may
refuse to transfer the Securities to any transferee who does not furnish in
writing to the issuer the same representations and agree to the same conditions
with respect to such Securities as are set forth herein. The issuer
may also refuse to transfer the Securities if any circumstances are present
reasonably indicating that the transferee’s representations are not
accurate.
| Very truly yours, | ||
| _____________________________________________ | ||
| Dated:____________________________________ | (Subscriber) | |
| _____________________________________________ | ||
| (Joint Subscriber) | ||
B-2