Attached files
EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
BY AND AMONG
Hong Kong Wanfeng International Investment Group Co., Limited ("BUYER")
AND
Dmitrijs Podlubnijs, ("SELLER")
FOR THE PURCHASE OF
CERTAIN SHARES OF COMMON STOCK
OF
US Parts Online, Inc. ("TARGET")
October 27, 2014
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
October 27, 2014, by and among Hong Kong Wanfeng International Investment Group
Co., Limited, a Hong Kong corporation ("Buyer"), Dmitrijs Podlubnijs (the
"Seller"), and US Parts Online, Inc., a company organized under the laws of the
state of Nevada (the "Target"). Buyer, Seller, and Target, each a "Party" and
collectively the "Parties."
WHEREAS, Seller owns 5,000,000 shares of the common stock of Target,
representing approximately 78.49% of the issued and outstanding common stock of
the Target.
WHEREAS, this Agreement contemplates a transaction in which Buyer will
purchase from Seller, and Seller will sell to Buyer, 5,000,000 shares of common
stock of Target, representing all of Buyer's ownership interest of Target in
return for consideration as set forth herein.
Now, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows:
ARTICLE I
1.1 DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings unless the context otherwise requires:
"Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.
"Code" means the Internal Revenue Code of 1986, as amended.
"Corporate Records" means all minute books, unit or equity records, and
other records of the Target in which the organizational documents (including
amendments), the minutes of meetings of the stockholders and the board of
directors (or committees thereof) or other records of actions taken by, or
resolutions adopted by, the stockholders or the board of directors (or
committees thereof) of the Target, and all records of the issuance or
cancellation of, or the holders of, stock of the Target are maintained.
"Employee Pension Benefit Plan" has the meaning set forth in ERISA ss.3(2).
"Employee Welfare Benefit Plan" has the meaning set forth in ERISA ss.3(1).
"GAAP" means United States generally accepted accounting principles as in
effect from time to time, consistently applied.
"Governmental Authority" means any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory, or administrative functions of or pertaining
to government, including, without limitation, any government authority, agency,
department, board, commission, or instrumentality of any of the foregoing, and
any tribunal or arbitrator of competent jurisdiction.
"Knowledge" means actual knowledge after reasonable investigation.
"Liability" means any liability or obligation of whatever kind or nature
(whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due), including, but not limited to, any liability
for Taxes.
"Lien" means any mortgage, pledge, lien, encumbrance, charge, or other
security interest, other than (a) liens for Taxes not yet due and payable or for
Taxes that the taxpayer is contesting in good faith through appropriate
proceedings, (b) purchase money liens and liens securing rental payments under
capital lease arrangements, and (c) other liens arising in the ordinary course
of business and not incurred in connection with the borrowing of money.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, any other business entity, or a
governmental entity (or any department, agency, or political subdivision
thereof).
"Securities Act" means the Securities Act of 1933, as amended.
"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Target Shares" means the 5,000,000 shares of common stock of Target being
sold hereunder by Seller to Buyer, representing approximately 78.49% of the
issued and outstanding common stock of the Target.
ARTICLE II
PURCHASE AND SALE OF TARGET SHARES
2.1 Purchase Transaction. On and subject to the terms and conditions of
this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell,
assign, convey and deliver to Buyer, all of Seller's ownership interest in the
Target Shares for the consideration specified below in this Article II.
2.2 Purchase Price. The aggregate purchase price is Three Hundred Ninety
Thousand U.S. dollars ($390,000) (the "Purchase Price") which shall be due and
payable under the terms of this Agreement in conjunction with purchase of the
Target Shares as well as for the payments of certain consultancy and
professional fees. At the Closing, Buyer shall wire an aggregate of Three
Hundred Fifty Thousand U.S. dollars ($350,000) to Seller, and any Seller
designee, pursuant to Seller's wire transfer instructions provided to Buyer. The
remaining Forty Thousand U.S. dollars ($40,000) shall be held and dispersed by
KL Global Capital Limited to cover certain consultancy and professional fees in
relation to the transaction contemplated herein.
2.3 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place at the offices of Synergy Law Group, LLC, in
Chicago, Illinois, or by the exchange of electronic signature pages, and on such
date as Buyer and Seller may mutually determine (the "Closing Date").
2.4 Deliveries at Closing. At the Closing, (i) Seller will deliver to Buyer
the various certificates, instruments, and documents referred to in Section 7.1
below, (ii) Buyer will deliver to Seller the various certificates, instruments,
and documents referred to in Section 7.2 below, (iii) Seller will deliver to
Buyer stock certificates representing all of his Target Shares, free and clear
of all liens, charges or encumbrances of whatsoever nature along with executed
stock powers signed in blank medallion signature guaranteed, and (iv) Buyer will
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wire Three Hundred Thousand U.S. dollars ($350,000) to Seller pursuant to the
wire instructions provided by Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES CONCERNING TRANSACTION
3.1 Seller Representations and Warranties. Seller represents and warrants
to Buyer that the statements contained in this Section 3.1 are correct and
complete as of the date of this Agreement and will be correct and complete as of
the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 3.1) with
respect to himself or itself.
(a) Authorization of Transaction. Seller has full power and authority
(including full corporate or other entity power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Seller, enforceable in
accordance with its terms and conditions. Neither Seller nor Target need give
any notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement. The execution, delivery, and
performance of this Agreement and all other agreements contemplated hereby have
been duly authorized by Seller and Target, as applicable.
(b) Non-contravention. Neither the execution and delivery of this Agreement
by Seller, nor the consummation of the transactions contemplated hereby, will
(A) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Seller or Target is subject or any
provision of Target's charter, bylaws, or other governing documents, (B)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Seller or Target is a party or by
which either is bound or to which any of their assets are subject, or (C) result
in the imposition or creation of a Lien upon or with respect to the Target
Shares.
(c) Brokers' Fees. Neither Seller nor Target has any Liability to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Buyer could become liable
or obligated.
(d) Title to Target Shares. Seller holds of record and owns beneficially
the Target Shares, free and clear of any restrictions on transfer (other than
any restrictions under the Securities Act and state securities laws), Taxes,
Liens, options, warrants, purchase rights, contracts, commitments, equities,
claims, and demands. Seller has sole managerial and dispositive authority with
respect to the Target Shares and is not a party to any option, warrant, purchase
right, or other contract or commitment (other than this Agreement) that could
require Seller to sell, transfer, or otherwise dispose of any ownership interest
in Target. Seller is not a party to any voting trust, proxy, or other agreement
or understanding with respect to the voting of any ownership interest in Target.
(e) Liabilities of Target. The Seller shall take all necessary and prudent
actions to satisfy the obligations of the Target as of the Closing referenced in
the Target's recent financial statements on its balance sheet, including but not
limited to, any liabilities owed to any director or officer of the Target. As of
the Closing, the Target shall not have any liabilities or debt of any kind.
(f) Litigation. There is no pending action, claim or proceeding against the
Seller that involves the Target Shares or that challenges, or may have the
effect of preventing, delaying or making illegal, or otherwise interfering with,
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any of the transactions contemplated by this Agreement, and to the knowledge of
Seller, no such action, claim or proceeding has been threatened , and no event
or circumstance exists that is reasonably likely to give rise to or serve as a
basis for the commencement of such action, claim or proceeding.
(g) Representations of Target. The representations and warranties of the
Target in Section 4.1 below are true and complete.
3.2 Buyer's Representations and Warranties. Buyer represents and warrants
to Seller that the statements contained in this Section 3.2 are correct and
complete as of the date of this Agreement and will be correct and complete as of
the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 3.2).
(a) Organization of Buyer. Buyer is a corporation (or other entity) duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation (or other formation).
(b) Authorization of Transaction. Buyer has full power and authority
(including full corporate or other entity power and authority) to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of Buyer, enforceable in
accordance with its terms and conditions. Buyer need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement. The execution, delivery, and performance of this
Agreement and all other agreements contemplated hereby have been duly authorized
by Buyer.
(c) Non-contravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(A) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Buyer is subject or any provision of its
charter, bylaws, or other governing documents or (B) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Buyer is a party or by which it is bound or to which any of
its assets are subject.
(d) Brokers' Fees. Buyer has no Liability to pay any fees or commissions to
any broker, finder, or agent with respect to the transactions contemplated by
this Agreement for which Seller could become liable or obligated.
(e) Restricted Securities. The Buyer understands that the Target Shares are
characterized as "restricted securities" under the Securities Act inasmuch as
they were acquired in a transaction not involving a public offering. Buyer
further acknowledges that Target Shares may not be resold without registration
under the Securities Act or the existence of an exemption therefrom, and the
Target may require an opinion of counsel satisfactory to the Target that such
transfer may be made pursuant to an applicable exemption under the Securities
Act. Buyer acknowledges that a restrictive legend appears on the certificate
representing the Target Shares and must remain on the certificate representing
the Target Shares until such time as it may be removed under the Securities Act.
(f) Investment. Buyer is purchasing the Target Shares for investment for
Buyer's own account. Buyer is not acquiring the Target Shares with a view to or
for sale in connection with any distribution thereof within the meaning of the
Securities Act.
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(g) Investment Experience. The Buyer understands that the purchase of the
Stock involves substantial risk. The Buyer: (i) has experience in securities of
companies in the development stage and acknowledges that it can bear the
economic risk of Buyer's investment in the Target Shares; and (ii) has such
knowledge and experience in financial, tax and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Target Shares, to
protect Buyer's own interests in connection with the investment and to make an
informed investment decision with respect thereto.
(h) Compliance. Buyer shall comply with all applicable securities laws,
rules and regulations regarding this Agreement, the transaction, and all
related, including but not limited to filing any forms required by the U.S.
Securities and Exchange Commission.
(i) Exempt Transaction. Buyer understands that the offering and sale of the
Target Shares is intended to be exempt from registration under the Securities
Act and exempt from registration or qualification under any state law.
(j) Information Concerning the Company. Buyer has solely gathered enough
information about the Target upon which to base an investment decision in the
Target Shares.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES CONCERNING TARGET
4.1 Target and Seller, individually and, in his capacity as sole officer
and director of Target, jointly and severally, represent and warrant to Buyer
that the statements contained in this Section 4.1 are correct and complete as of
the date of this Agreement and will be correct and complete as of the Closing
Date (as though made then and as though the Closing Date were substituted for
the date of this Agreement throughout this Section 4.1), except as set forth in
the disclosure schedule delivered by Seller to Buyer on the date hereof and
initialed by the Parties (the "Disclosure Schedule").
(a) Organization, Qualification, and Corporate Power. Target is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada. Target is duly authorized to conduct business and
is in good standing under the laws of each jurisdiction where such qualification
is required. Section 4.1(a) of the Disclosure Schedule lists the directors and
officers of Target. Seller has delivered to Buyer the Corporate Records of
Target which are correct and complete in all material respects. Target is not in
default under or in violation of any material provision of its articles of
incorporation or bylaws. Complete and correct copies of the Target's certificate
of incorporation and by-laws are available for review on the EDGAR system
maintained by the U.S. Securities Exchange Commission ("SEC").
(b) Authority. Target has full power and authority to carry out the
transactions provided for in this Agreement, and this Agreement constitutes the
legal, valid and binding obligations of the Target, enforceable in accordance
with its terms. All necessary action required to be taken by the Target for the
consummation of the transactions contemplated by this Agreement has been taken.
No consent, approval or agreement of any person, party, court, governmental
authority, or entity is required to be obtained by the Target in connection with
execution and performance by the Target of any agreements, instrument or other
obligations entered into in connection with this Agreement.
(c) Non-Contravention. The execution and performance of this Agreement will
not constitute a breach of any material agreement to which the Target is a
party, and will not violate any judgment, order, rule statute or regulation
applicable to the Target. The execution and performance of this Agreement will
not violate or conflict with any provision of the certificate of incorporation
or by-laws of the Target.
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(d) Capitalization. The entire authorized ownership interest of Target
consists of 75,000,000 shares of capital stock, of which 6,370,000 shares are
issued and outstanding and no shares of Target stock are held in treasury. All
of the issued and outstanding shares of Target stock have been duly authorized,
are validly issued, fully paid and non-assessable. Target has no no outstanding
or authorized options, warrants, other rights to purchase or otherwise acquire
capital stock or other securities of the Target, preemptive rights, rights of
first refusal, registration rights or related commitments of any nature, that
could require Target to issue, sell, or otherwise cause to become outstanding
any of its stock. There are no outstanding or authorized stock appreciation
rights, phantom stock, profit participation, or similar rights with respect to
Target. There are no voting trusts, proxies, or other agreements or
understandings with respect to the voting of the stock of Target.
(e) Target Shares. The Target Shares are duly and validly authorized and
issued, fully, paid and non-assessable.
(f) Title to Assets. Target has good and marketable title to, or a valid
leasehold interest in, the properties and assets used by it, located on its
premises, or shown on the balance sheet for the quarterly period ended May 31,
2014 or acquired after the date thereof, free and clear of all Liens, except for
properties and assets disposed of in the ordinary course of business since May
31, 2014.
(g) Public Filings and Financial Statements. Target is current and has
timely filed all reports required to be filed by it under the Securities Act and
the Securities Exchange Act, including pursuant to Section 13(a) or 15(d) of the
Exchange Act, as a public reporting company (the foregoing materials being
collectively referred to herein as "SEC Reports"). As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the
Securities Act and the Securities Exchange Act and the rules and regulations of
the U.S. Securities and Exchange Commission (the "SEC") promulgated thereunder,
none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted 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. The financial
statements of Target included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the SEC
with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with GAAP applied on a consistent
basis during the periods involved, except as may be otherwise specified in such
financial statements or the notes thereto, and fairly present in all material
respects the financial position of Target and its consolidated subsidiaries if
any, as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments by Target's independent
accountants).
(h) OTCBB Listing. The shares of Target's common stock are quoted on the
Over-the-Counter (OTC) Bulletin Board under the symbol "USPO," and Target is in
compliance in all material respects with all rules and regulations of the OTC
Bulletin Board applicable to it and the common stock of the Target. There is no
action or proceeding pending or, to Seller's knowledge, threatened against
Target by the Financial Industry Regulatory Authority ("FINRA") with respect to
any intention by FINRA to prohibit trading of Target's securities on the OTC
Bulletin Board. Seller has no knowledge or notice of any trading irregularities
with respect to the common stock of the Target.
(i) Certifications. The Target's SEC Reports include all certifications and
statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the
Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley
Act of 2002), and each of such certifications and statements contain no
qualifications or exceptions to the matters certified therein other than a
knowledge qualification, permitted under such provision, and have not been
modified or withdrawn and neither Target nor any of its officers has received
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any notice from the SEC or any other governmental entity questioning or
challenging the accuracy, completeness, form or manner of filing or submission
of such certifications or statements.
(j) Financial Statements. The following financial statements (collectively
the "Financial Statements") are on file with the SEC as part of Target's SEC
Reports: (1) unaudited balance sheet, statement of operations and statement of
cash flow for the periods ended August 31, 2013, February 28, 2014, May 31,
2014, and August 31, 2014; and (2) audited balance sheet, statement of
operations, statement of stockholder equity (deficit) and statement of cash flow
for the fiscal year ended November 30, 2013 (the "Most Recent Fiscal Year End")
for Target. To the Knowledge of Seller, the Financial Statements (including the
notes thereto) have been prepared in accordance with Target's standard
accounting practices present fairly the financial condition of Target as of such
dates and the results of operations of Target for such periods, are correct and
complete, and are consistent with the books and records of Target (which books
and records are correct and complete).
(k) Absence of Changes. Since November 30, 2013, there have not been:
(i) any changes in the consolidated assets, liabilities, or financial
condition of the Target, except changes in the ordinary course of business
which do not and will not have a material adverse effect on the Target;
(ii) any changes or amendments to a material contract, charter
document or arrangement not in the ordinary course of business to which the
Target is a party other than contracts which are to be terminated at or
prior to Closing;
(iii) any loans made by the Target to any affiliate of the Target or
any of the Target's employees, officers, directors, shareholders or any of
its affiliates;;
(iv) any declarations or payments of any dividend or other
distribution or any redemption of any capital stock of the Target;
(v) any loans or advances of money;
(vi) any other events or conditions of any character which might have
a material adverse effect on the Target; or;
(vii) any agreements or commitments by the Target to do any of the
things described in this Section.
(l) Undisclosed Liabilities. Target did not have any material liabilities,
absolute or contingent, of the type required to be reflected on balance sheets
as prepared in accordance with GAAP which are not fully reflected, reserved
against or disclosed on the balance sheet for the quarterly period ended May 31,
2014. Target has not guaranteed or assumed or incurred any obligation with
respect to any debt or obligations of any person or entity, except endorsements
made in the ordinary course of business in connection with the deposit of items
for collection. Target does not have any debts, contracts, guaranty, standby,
indemnity or hold harmless commitments, liabilities or obligations of any kind,
character or description, whether accrued, absolute, contingent or otherwise, or
due or to become due, and not heretofore paid or discharged. As of the Closing
Date, Target shall have no trade payables, indebtedness or other liabilities.
(m) Legal Compliance. Target has complied with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder and including the Foreign Corrupt
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Practices Act, 15 U.S.C. 78dd-1 ET SEQ.) of federal, state, local, and foreign
governments (and all agencies thereof), and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or notice has been
filed or commenced against any of them alleging any failure so to comply.
(n) Tax Matters. Target has timely filed with the appropriate taxing
authorities all Tax Returns required to be filed by it (taking into account all
applicable extensions). All such Tax Returns are true, correct and complete in
all respects. All Taxes due and owing by Target have been paid (whether or not
shown on any Tax Return and whether or not any Tax Return was required). No
claim has ever been made in writing or otherwise addressed to Target by a taxing
authority in a jurisdiction where Target does not file Tax Returns that it is or
may be subject to taxation by that jurisdiction. No material claim for unpaid
Taxes has been made or become a Lien against the property of Target or is being
asserted against Target, no audit of any Tax Return of Target is being conducted
by a tax authority, and no extension of the statute of limitations on the
assessment of any Taxes has been granted by Target and is currently in effect.
Target has withheld and paid all Taxes required to have been withheld and paid
in connection with amounts paid or owing to any employee, independent
contractor, creditor, shareholder or other third party. As used herein, "Taxes"
shall mean all taxes of any kind, including, without limitation, those on or
measured by or referred to as income, gross receipts, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, value added, property or windfall profits
taxes, customs, duties or similar fees, assessments or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts imposed by any governmental authority, domestic or foreign.
As used herein, "Tax Return" shall mean any return, report or statement required
to be filed with any governmental authority with respect to Taxes.
(o) Notes and Accounts Receivable. All notes and accounts receivable of
Target are reflected properly on their books and records, are valid receivables
subject to no setoffs or counterclaims, are current and collectible, and will be
collected in accordance with their terms at their recorded amounts.
(p) Disclosure. The representations and warranties contained in this
Section 4.1 do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Section 4.1 not misleading.
(q) Benefit Plan. Target is not a party to any Employee Pension Benefit
Plan or Employee Welfare Benefit Plan under which Target currently has an
obligation to provide benefits to any current or former employee, officer or
director of Target.
(r) Absence of Litigation. There is no action, claim, suit, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, threatened against or
affecting the Target, any of its assets, the common stock of Target, or the
Target's officers or directors in their capacities as such.
(s) Registration Statement. Target has filed a registration statement on
Form S-1 (No. 333-179765) under the Securities Act which became effective on
August 14, 2013, and has not been withdrawn. All shares held by selling
stockholders in such registration statement, have been sold in accordance with
the plan of distribution set forth in such registration statement.
(t) Bank Accounts. Seller has disclosed or will disclose to Buyer the title
and number of each bank or other deposit or financial account, and each lock box
and safety deposit box used by Target, the financial institution at which that
account or box is maintained and the names of the persons authorized to draw
against the account or otherwise have access to the account or box, as the case
may be.
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(u) No Officer and Management Violations. During the past five-year period,
no officer or director of the Target has been the subject of: a petition under
the federal bankruptcy laws or any other insolvency or creditor's rights laws,
nor has a receiver, fiscal agent or similar officer been appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing or such
appointment, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing or
appointment; a conviction in a criminal proceeding or a named subject of a
pending criminal proceeding; any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the
following activities: acting as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with such
activities; engaging in any type of business activity; and engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation or federal, state or other securities laws or
other laws; any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any federal, state or local authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described above, or to be associated with persons engaged in any
activity; or a finding by a court of competent jurisdiction in a civil action or
by the SEC to have violated any federal securities law, and the judgment in such
civil action or finding by the SEC has not been subsequently reversed.
(v) Use of Corporate Funds. Neither Seller, nor any current or former
stockholder, director or officer of Target, has: (a) used any corporate funds
for any illegal contributions, gifts, entertainment or other unlawful expenses
related to political activity; (b) used any corporate funds for any direct or
indirect unlawful payments to any foreign or domestic government officials or
employees; (c) made any false or fictitious entries on Target's books and
records; (d) made any bribe, rebate, payoff, kickback, influence payment or
otherwise on behalf of Target; or (e) made any favor or gift that is not
deductible for federal income tax purposes using corporate funds on behalf of
Target.
(w) No Blank Check Company. Target is not a "blank check company" as
defined in the Securities Act, and, accordingly, is not required to comply with
Section 7(b) of the Securities Act or Regulation 410 promulgated under the
Securities Act.
(x) Contracts and Commitments. Except as contemplated under this Agreement,
the Target is not a party to any material contract or agreement.
(y) No Defaults. The Target is not in violation of its certificate of
incorporation or by-laws or any judgment, decree or order applicable to it.
(z) Intellectual Property. Target has no intellectual property rights.
(aa) No Broker. Neither the Target nor any of its agents or employees has
employed or engaged any broker or finder or incurred any liability for any
brokerage fees, commissions or finders' fees in connection with the transaction
contemplated by this Agreement. The Target shall indemnify and hold Buyer
harmless against any loss, damage, liability or expense, including reasonable
attorney fees and expenses of counsel, as a result of any brokerage fees,
commissions or finders' fees which are due as a result of the consummation of
the transaction contemplated by this Agreement.
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ARTICLE V
INTENTIONALLY OMITTED
ARTICLE VI
POST-CLOSING COVENANTS
The Parties agree as follows with respect to the period following the
Closing:
6.1 General. In case at any time after the Closing any further actions are
necessary to carry out the purposes of this Agreement, each of the Parties will
take such further actions (including the execution and delivery of such further
instruments and documents) as any other Party may reasonably request, all at the
sole cost and expense of the requesting Party (unless the requesting Party is
entitled to indemnification therefor under Article VII below). Seller
acknowledges and agrees that from and after the Closing Buyer will be entitled
to possession of all documents, books, records (including Tax records),
agreements, and financial data of any sort relating to Target, and Seller shall
deliver same to Buyer.
6.2 Further Assurances. At any time at the request of the Buyer, Seller
promptly will execute, acknowledge, and deliver or cause to be executed,
acknowledged, and delivered to the Buyer such instruments of transfer,
assignment, and conveyance, and other documents, in form and substance
satisfactory to the Buyer, as will be necessary to vest in, or assure, the Buyer
all right, title, and interest in and to the Target Shares, free and clear of
all Liens (including the release of all Liens of record), and will use his
reasonable best efforts to cause to be taken such other action as the Buyer at
any time reasonably may require to more effectively implement and carry into
effect this transaction.
ARTICLE VII
CONDITIONS TO OBLIGATION TO CLOSE
7.1 Conditions to Buyer's Obligation. Buyer's obligation to consummate the
transactions to be performed by it in connection with the Closing is subject to
satisfaction of the following conditions:
(a) the representations and warranties set forth in Section 3.1 and Section
4.1 above shall be true and correct in all material respects at and as of the
Closing Date, Seller and Target shall have performed and complied with all of
their covenants hereunder in all material respects through the Closing;
(b) No action, suit, or proceeding shall be pending or threatened before
(or that could come before) any court or quasi-judicial or administrative agency
of any federal, state, local, or foreign jurisdiction or before (or that could
come before) any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling, or charge would (A) prevent consummation of any of the
transactions contemplated by this Agreement, (B) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation, (C)
adversely affect the right of Buyer to own the Target Shares and to control
Target, or (D) adversely affect the right of Target to own its assets and to
operate its business (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect);
(c) Seller shall have delivered to Buyer all stock certificates
representing the Target Shares duly endorsed in blank, or accompanied by stock
powers duly executed in blank, or otherwise in a form acceptable to Buyer for
transfer on the books of Target.
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(d) All actions to be taken by Seller in connection with consummation of
the transactions contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the transactions
contemplated hereby shall be reasonably satisfactory in form and substance to
Buyer;
(e) Seller shall have delivered to Buyer copies of the articles of
incorporation (and any amendments thereto) of Target, certified on or soon
before the Closing Date by the Secretary of State of the jurisdiction of
Target's organization;
(f) Seller shall have delivered to Buyer copies of the certificate of good
standing of Target, issued on or soon before the Closing Date by the Secretary
of State of the jurisdiction of Target's organization and of each jurisdiction
in which Target is qualified to do business;
(g) Seller shall have delivered to Buyer a certificate of the secretary or
an assistant secretary of Target, dated the Closing Date, in form and substance
reasonably satisfactory to Buyer, as to: (i) no amendments to the articles of
incorporation of Target; (ii) the bylaws (or other governing documents) of
Target; and (iii) any resolutions of the board of directors or other authorizing
body (or a duly authorized committee thereof) of Target relating to this
Agreement and the transactions contemplated hereby.
(h) Seller and Target shall have taken all action to cause (i) the persons
as set forth on Schedule 4.1(a) of the Disclosure Schedule to resign as officers
and directors of Target; and (b) the persons as set forth on Schedule 4.1(a) of
the Disclosure Schedule to be appointed Target's directors and officers. Buyer
may waive any condition specified in this Section 7.1 if it executes a writing
so stating at or prior to the Closing.
(i) As of the Closing Date, Target shall have no actual or contingent
liabilities, and Target will have no other obligations of any nature (whether
fixed or unfixed, secured or unsecured, known or unknown and whether absolute,
accrued, contingent, or otherwise). (j) Target will have made all required
filings with the SEC under the Exchange Act, and such filings will have complied
in all material respects with applicable requirements under the Exchange Act.
(k) The Target shall at the Closing deliver to the Buyer a certificate
signed by the Target's Chief Executive Officer to the effect that as of the
Closing Date: (a) all representations and warranties of the Target herein are
true and correct as of the Closing Date and (b) as of the Closing Date, the
Target does not have any liabilities or debt of any kind.
7.2 The Seller shall at the Closing deliver to the Buyer a certificate
signed by the Seller to the effect that, as of the Closing Date: (a) all
representations and warranties of the Seller are true and correct as of the
Closing Date and (b) as of the Closing Date the Target does not have any
liabilities or debt of any kind.
7.3 Conditions to Sellers' Obligation. The obligation of Seller to
consummate the transactions to be performed by them in connection with the
Closing is subject to satisfaction of the following conditions:
(a) The representations and warranties set forth in Section 3.2 above shall
be true and correct in all material respects at and as of the Closing Date;
(b) Buyer shall have performed and complied with all of its covenants
hereunder in all material respects through the Closing,;
(c) No action, suit, or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator wherein an unfavorable
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injunction, judgment, order, decree, ruling, or charge would (A) prevent
consummation of any of the transactions contemplated by this Agreement or (B)
cause any of the transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect);
(d) Buyer shall have delivered to Seller a certificate to the effect that
each of the conditions specified above in Section 7.2(a)-(c) is satisfied in all
respects;
(e) All actions to be taken by Buyer in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments,
and other documents required to effect the transactions contemplated hereby will
be reasonably satisfactory in form and substance to Seller.
Seller may waive any condition specified in this Section 7.2 if he executes a
writing so stating at or prior to the Closing.
ARTICLE VIII
SURVIVAL, INDEMNIFICATION AND REMEDIES
8.1 Survival of Representations and Warranties. All of the representations
and warranties of the Parties contained in this Agreement shall survive the
Closing (even if the damaged Party knew or had reason to know of any
misrepresentation or breach of warranty at the time of Closing) and continue in
full force and effect until the expiration of any applicable statutes of
limitations (after giving effect to any extensions or waivers) plus 60 days.
8.2 Indemnification Provisions for Buyer's Benefit.
(a) In the event Seller breaches (or in the event any third party alleges
facts that, if true, would mean Seller has breached) any of their
representations, warranties, and covenants contained herein and, provided that
Buyer makes a written claim for indemnification against Seller pursuant hereto
within the survival period (if there is an applicable survival period pursuant
to Section 8.1 above), then Seller shall be obligated to indemnify Buyer from
and against the entirety of any Adverse Consequences Buyer may suffer (including
any Adverse Consequences Buyer may suffer after the end of any applicable
survival period) resulting from, arising out of, relating to, in the nature of,
or caused by the breach (or the alleged breach).
8.3 Indemnification Provisions for Seller's Benefit. In the event Buyer
breaches (or in the event any third party alleges facts that, if true, would
mean Buyer has breached) any of its representations, warranties, and covenants
contained herein and, provided that Seller makes a written claim for
indemnification against Buyer pursuant hereto within such survival period (if
there is an applicable survival period pursuant to Section 8.1 above), then
Buyer shall indemnify Seller from and against the entirety of any Adverse
Consequences suffered (including any Adverse Consequences suffered after the end
of any applicable survival period) resulting from, arising out of, relating to,
in the nature of, or caused by the breach (or the alleged breach).
8.4 Matters Involving Third Parties.
(a) If any third party notifies any Party (the "Indemnified Party") with
respect to any matter (a "Third-Party Claim") that may give rise to a claim for
indemnification against any other Party (the "Indemnifying Party") under this
Article VIII, then the Indemnified Party shall promptly notify each Indemnifying
Party thereof in writing; provided, however, that no delay on the part of the
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Indemnified Party in notifying any Indemnifying Party shall relieve the
Indemnifying Party from any obligation hereunder unless (and then solely to the
extent) the Indemnifying Party is thereby prejudiced.
(b) Any Indemnifying Party will have the right to defend the Indemnified
Party against the Third-Party Claim with counsel of his or its choice reasonably
satisfactory to the Indemnified Party so long as (A) the Indemnifying Party
notifies the Indemnified Party in writing within 15 days after the Indemnified
Party has given notice of the Third-Party Claim that the Indemnifying Party will
indemnify the Indemnified Party from and against the entirety of any Adverse
Consequences the Indemnified Party may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third-Party Claim, (B) the
Indemnifying Party provides the Indemnified Party with evidence reasonably
acceptable to the Indemnified Party that the Indemnifying Party will have the
financial resources to defend against the Third-Party Claim and fulfill its
indemnification obligations hereunder, (C) the Third-Party Claim involves only
money damages and does not seek an injunction or other equitable relief, (D)
settlement of, or an adverse judgment with respect to, the Third Party Claim is
not, in the good faith judgment of the Indemnified Party, likely to establish a
precedential custom or practice materially adverse to the continuing business
interests or the reputation of the Indemnified Party, and (E) the Indemnifying
Party conducts the defense of the Third-Party Claim actively and diligently.
(c) So long as the Indemnifying Party is conducting the defense of the
Third-Party Claim in accordance with Section 8.4(b) above, (A) the Indemnified
Party may retain separate co-counsel at his, her, or its sole cost and expense
and participate in the defense of the Third-Party Claim, (B) the Indemnified
Party will not consent to the entry of any judgment on or enter into any
settlement with respect to the Third-Party Claim without the prior written
consent of the Indemnifying Party (not to be unreasonably withheld), and (C) the
Indemnifying Party will not consent to the entry of any judgment on or enter
into any settlement with respect to the Third-Party Claim without the prior
written consent of the Indemnified Party (not to be unreasonably withheld).
(d) In the event any of the conditions in Section 8.4(b) above is or
becomes unsatisfied, however, (A) the Indemnified Party may defend against, and
consent to the entry of any judgment on or enter into any settlement with
respect to, the Third-Party Claim in any manner his, her, or it may reasonably
deem appropriate (and the Indemnified Party need not consult with, or obtain any
consent from, any Indemnifying Party in connection therewith), (B) the
Indemnifying Parties will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third-Party Claim (including
reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will
remain responsible for any Adverse Consequences the Indemnified Party may suffer
resulting from, arising out of, relating to, in the nature of, or caused by the
Third-Party Claim to the fullest extent provided in this Article VIII.
8.5 Determination of Adverse Consequences. The Parties shall take into
account the time cost of money in determining Adverse Consequences for purposes
of this Article VIII.
8.6 Other Indemnification Provisions. The foregoing indemnification
provisions are in addition to, and not in derogation of, any statutory,
equitable, or common law remedy any Party may have with respect to Target or the
transactions contemplated by this Agreement. Seller hereby agrees that he will
not make any claim for indemnification against Target by reason of the fact that
he was a director, officer, employee, or agent of any such entity or was serving
at the request of any such entity as a partner, trustee, director, manager,
officer, employee, or agent of another entity (whether such claim is for
judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
expenses, or otherwise and whether such claim is pursuant to any statute,
charter document, bylaw, agreement, or otherwise) with respect to any action,
suit, proceeding, complaint, claim, or demand brought by Buyer against such
Seller (whether such action, suit, proceeding, complaint, claim, or demand is
pursuant to this Agreement, applicable law, or otherwise).
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ARTICLE IX
TERMINATION
9.1 Termination of Agreement. Certain of the Parties may terminate this
Agreement as provided below:
(a) Buyer and Seller may terminate this Agreement by mutual written consent
at any time prior to the Closing;
(b) Buyer may terminate this Agreement by giving written notice to Seller
on or before the 30th day following the date of this Agreement if Buyer is not
reasonably satisfied with the results of its continuing business, legal,
environmental, and accounting due diligence regarding Target;
(c) Buyer may terminate this Agreement by giving written notice to Seller
at any time prior to the Closing (A) in the event Seller has breached any
material representation, warranty, or covenant contained in this Agreement in
any material respect, Buyer has notified Seller of the breach, and the breach
has continued without cure for a period of 15 days after the notice of breach or
(B) if the Closing shall not have occurred on or before October 31, 2014, by
reason of the failure of any condition precedent under Section 7.1 hereof
(unless the failure results primarily from Buyer itself breaching any
representation, warranty, or covenant contained in this Agreement); and
(d) Seller or Target may terminate this Agreement by giving written notice
to Buyer at any time prior to the Closing (A) in the event Buyer has breached
any material representation, warranty, or covenant contained in this Agreement
in any material respect, Seller or Target has notified Buyer of the breach, and
the breach has continued without cure for a period of 15 days after the notice
of breach or (B) if the Closing shall not have occurred on or before October 31,
2014, by reason of the failure of any condition precedent under Section 7.2
hereof (unless the failure results primarily from Seller or Target breaching any
representation, warranty, or covenant contained in this Agreement).
9.2 Effect of Termination. If any Party terminates this Agreement pursuant
to Section 9.1 above, all rights and obligations of the Parties hereunder shall
terminate without any Liability of any Party to any other Party (except for any
Liability of any Party then in breach).
ARTICLE X
MISCELLANEOUS
10.1 Press Releases and Public Announcements. No Party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement prior to the Closing without the prior written approval of Buyer
and Seller; provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable law or any listing or trading
agreement concerning its publicly traded securities (in which case the
disclosing Party will use its reasonable best efforts to advise the other
Parties prior to making the disclosure), including, without limitation, reports
Target may be required to file under the Securities Act and the Securities
Exchange Act (including pursuant to Section 13(a) or 15(d) of the Exchange Act),
as a public reporting company.
10.2 No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
10.3 Entire Agreement. This Agreement (including the schedules, exhibits,
attachments and documents referred to herein) constitutes the entire agreement
among the Parties and supersedes any prior understandings, agreements, or
14
representations by or among the Parties, written or oral, to the extent they
relate in any way to the subject matter hereof.
10.4 Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of his
or its rights, interests, or obligations hereunder without the prior written
approval of Buyer and Seller; provided, however, that Buyer may (i) assign any
or all of its rights and interests hereunder to one or more of its affiliates
and (ii) designate one or more of its affiliates to perform its obligations
hereunder (in any or all of which cases Buyer nonetheless shall remain
responsible for the performance of all of its obligations hereunder).
10.5 Counterparts. This Agreement may be executed in one or more
counterparts , each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Agreement, to the
extent delivered by means of a facsimile machine or electronic mail (any such
delivery, an "Electronic Delivery"), shall be treated in all manner and respects
as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered
in person.
10.6 Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
10.7 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) when
delivered personally to the recipient, (ii) one business day after being sent to
the recipient by reputable overnight courier service (charges prepaid), (iii)
one business day after being sent to the recipient by facsimile transmission or
electronic mail, or (iv) four business days after being mailed to the recipient
by certified or registered mail, return receipt requested and postage prepaid,
and addressed to the intended recipient as set forth below:
IF TO BUYER: Hong Kong Wanfeng International Investment
Group Co., Limited
Attn: Yuki Chong
Room 2812
28/F, Office Tower, Convention Plaza
1 Harbour Road
Wanchai, Hong Kong
WITH A COPY TO: Synergy Law Group, LLC
Attn: Kristen A. Baracy
730 W. Randolph St., Ste. 600
Chicago, IL 60661
kbaracy@synergylawgroup.com
Facsimile: 312.454.0261
15
IF TO TARGET: US Parts Online, Inc.
Attn: Dmitrijs Podlubnijs
2360 Corporate Circle
Suite 400
Henderson, NV 89074
IF TO SELLER: Dmitrijs Podlubnijs
Liela Street 3926
Marupe LV 2167 Latvia
Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.
10.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Nevada without giving effect
to any choice or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of Nevada. Each
Party agrees that any dispute which may arise between them arising out of or in
connection with this Agreement shall be adjudicated before a court located in
Cook County, Illinois and each Party hereby submits to the exclusive
jurisdiction of the federal and state courts of the State of Illinois located in
Cook County with respect to any action or legal proceeding commenced by any
Party, and irrevocably waive any objection they now or hereafter may have
respecting the venue of any such action or proceeding brought in such a court or
respecting the fact that such court is an inconvenient forum, relating to or
arising out of this Agreement, and consent to the service of process in any such
action or legal proceeding by means of registered or certified mail, return
receipt requested, or overnight delivery (with evidence of delivery) in care of
the address set forth herein or such other address as such Party shall furnish
in writing to the other. Each Party agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each Party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
10.9 Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by Buyer
and Requisite Sellers. No waiver by any Party of any provision of this Agreement
or any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be valid unless the same shall be in writing
and signed by the Party making such waiver nor shall such waiver be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such default, misrepresentation, or breach of
warranty or covenant.
10.10 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
10.11 Expenses. Each of Buyer, Seller and Target shall bear his or its own
costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the transactions contemplated hereby; provided, however,
that Seller shall also bear the costs and expenses of Target (including all of
16
their legal fees and expenses) in connection with this Agreement and the
transactions contemplated hereby in the event that the transactions contemplated
by this Agreement are consummated.
10.12 Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. The Parties intend
that each representation, warranty, and covenant contained herein shall have
independent significance. If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty, or covenant relating to the same
subject matter (regardless of the relative levels of specificity) that the Party
has not breached shall not detract from or mitigate the fact that the Party is
in breach of the first representation, warranty, or covenant.
10.13 Interpretation. Words used in this Agreement, regardless of the
number and gender specifically used, shall be deemed and construed to include
any other number, singular or plural, and any other gender, masculine, feminine
or neuter, as the context indicates is appropriate.
10.14 Representation. The Parties to this Agreement, and each of them,
acknowledge, agree, and represent that it: (a) has been represented in
connection with the negotiation and preparation of this Agreement by counsel of
that party's choosing; (b) has read the Agreement and has had it fully explained
by its counsel; (c) is fully aware of the contents and legal effect of this
Agreement; (d) has authority to enter into and sign the Agreement; and (e)
enters into and signs the same by its own free will.
10.15 Insider Trading. Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the Target. Seller and
Buyer further certify that they have not communicated the nature of the
transactions contemplated by this Agreement, are not aware of any disclosure of
non-public information concerning said transactions, and are not a party to any
insider trading of Target shares.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
BUYER: TARGET:
Hong Kong Wanfeng International US Parts Online, Inc.
Investment Group Co., Limited
By: /s/ Yuki Chong By: /s/ Dmitrijs Podlubnijs
---------------------------------- ----------------------------------
Name: Yuki Chong Name: Dmitrijs Podlubnijs
---------------------------------- ----------------------------------
Its: Director Its: President
---------------------------------- ----------------------------------
SELLER:
/s/ Dmitrijs Podlubnijs
-------------------------------------
Dmitrijs Podlubnijs
Address:
-----------------------------
-------------------------------------
Facsimile:
---------------------------
18
Disclosure Schedule
Section 4.1(a)
Target Directors and Officers as of date of Agreement:
President, Secretary, Treasurer and Sole Director:
Dmitrijs Podlubnijs
Target Directors and Officers upon Closing:
Directors:
Lu Miao
Chong Cheuk Man Yuki
Liu Yihe
Officers:
Lu Miao - CEO
Chong Cheuk Man Yuki - CFO
1
