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EXHIBIT 2.3
AGREEMENT AND PLAN OF REORGANIZATION
BEACH COUCH, INC.
(a Delaware Corporation)
ACQUISITION OF
VIPC CORPORATION
(a Delaware Corporation)
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TABLE OF CONTENTS
RECITALS
AGREEMENT
1. Plan of Reorganization
1.1 Acquisition
1.2 Exchange of Shares
1.3 Change in Management of Beach Couch
1.4 Taxes
2. Closing
2.1 Delivery of Shares
2.2 Closing Requirements
3. Representations of Stockholders and VIPC
3.1 Organization
3.2 Capitalization
3.3 Authority
3.4 VIPC Stockholders
3.5 Due Diligence
3.6 Approvals and Consent
3.7 Financial Statements
3.8 Undisclosed Liabilities
3.9 Assets
3.10 Litigation
3.11 Applicable Laws
3.12 Taxes
3.13 Breach of Contracts
3.14 VIPC Disclosure
3.15 Stockholder Disclosure
4. Representations of Beach Couch
4.1 Organization
4.2 Capitalization
4.3 Authority
4.4 Due Diligence
4.5 Approvals and Consent
4.6 Litigation
4.7 Financial Statements
4.8 Applicable Laws
4.9 Breach of Contracts
4.10 Taxes
4.11 Beach Couch Disclosure
4.12 Undisclosed Liabilities
4.13 Delivery of Records
5. Indemnification
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6. Mutual Covenants of the Parties
7. Restrictions on Transfer of Shares
8. Nature and Survival of Representations
9. Miscellaneous
9.1 Undertakings and Further Assurances
9.2 Waiver
9.3 Notices
9.4 Headings
9.5 Governing Law and Arbitration Provision
9.6 Binding Effect
9.7 Entire Agreement
9.8 Time
9.9 Expenses
9.10 Severability
9.11 Counterparts and Facsimile Signatures
SIGNATURE PAGE
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AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (this "Agreement") is entered
into as of the 29th day of June, 2000, by and among Beach Couch, Inc., a
Delaware corporation ("Beach Couch"); VIPC Corporation, a Delaware corporation
("VIPC"), and the individual shareholders of VIPC identified on the signature
page hereof ("Stockholders").
RECITALS
WHEREAS, Stockholders own 80% of the issued and outstanding common
stock of VIPC (an aggregate of 20,000,000 shares); and
WHEREAS, Beach Couch desires to acquire all of the issued and
outstanding common stock of VIPC owned by Stockholders, and Stockholders desires
to exchange all of their shares of common stock in VIPC for shares of common
stock of Beach Couch;
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations and warranties of each other contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, Beach
Couch, VIPC and Stockholders agree as follows:
1. Plan of Reorganization. The Plan of Reorganization is as follows:
1.1 Acquisition. At the Closing, Beach Couch shall acquire from Stockholders,
and Stockholders shall sell, transfer, assign and convey to Beach Couch 80% of
all the issued and outstanding shares of common stock of VIPC (the "VIPC
Shares", in exchange for an aggregate of 20,000,000 shares of Beach Couch's
common stock (the "Beach Couch Shares"). The Beach Couch Shares issued shall
have the rights, restrictions and privileges set forth in Beach Couch's Articles
of Incorporation and in the stock certificates therefor. Upon the Closing, VIPC
shall become a wholly-owned subsidiary of Beach Couch.
1.2 Exchange of Shares. To consummate the acquisition, Beach Couch Shares shall
be delivered by Beach Couch to Stockholders in exchange for 80% of the VIPC
Shares and 80% of the VIPC Shares owned by Stockholders, as specified on the
signature page hereof.
1.3 Change in Management of Beach Couch. Upon execution of this Agreement, the
officers and directors of Beach Couch shall be:
Name Position
---- --------
Zhang Lebin.................................President and C.E.O.
▇▇▇▇▇ ▇▇....................................Secretary
Fan Xinxiang................................Treasurer
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇.........................Director
To Be Nominated.............................Director
To Be Nominated.............................Director
1.4 Taxes. Each party shall be responsible for and shall pay any and all taxes
charges or fees attributable to such party, including individual state and
federal income taxes, arising out of, or by reason of, the exchange of Beach
Couch Shares for the VIPC Shares, or otherwise in connection with the
transactions contemplated hereby. Each party hereto represents and warrants that
he has relied solely on the opinions or advice of his own professional advisors
with respect to the tax consequences of this transaction, if any, and has not
relied on the opinions or advice of the other parties or his professional
advisors in any way with respect to the tax consequences of this transaction.
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2. Closing. The closing of the reorganization and the transactions contemplated
in this Agreement (the "Closing") shall be deemed to take place upon execution
of this Agreement by all of the parties hereto, whereupon Stockholders shall be
deemed to have accepted delivery of the certificates of Beach Couch Shares to be
issued in their names, and in connection therewith, shall make delivery of their
VIPC Shares to Beach Couch.
2.1 Delivery of Shares. Upon execution of this Agreement, Stockholders shall
deliver their respective certificates representing the VIPC Shares duly endorsed
in blank, free and clear of all claims and encumbrances, to counsel to Beach
Couch, and Beach Couch shall issue and deliver Beach Couch Shares to counsel to
Stockholders. The Beach Couch Shares shall be duly issued in the name of
Stockholders, and shall be duly recorded on the books and records of Beach
Couch.
2.2 Closing Requirements. Subsequent to Closing, each of the parties shall
execute and deliver such instruments and documents and take such other actions
as may, in the reasonable opinion of counsel for each, be required to complete
the transactions under this Agreement. It is contemplated that within ten (10)
business days after the date of this Agreement, the following documents shall
have been delivered and the following activities shall have taken place, all of
which shall be deemed to have occurred contemporaneously at the Closing:
a) the securities to be delivered pursuant to Subparagraph 2.1 have
been delivered to the respective parties, duly endorsed or issued
as the case may be;
b) delivery of all corporate records of Beach Couch to the new
management, as set forth in Paragraph 1.4, including without
limitation, corporate minute books (which shall contain copies of
the Articles of Incorporation and Bylaws, as amended to the
Closing), stock books, stock transfer books, corporate seals,
contracts, licenses and sub-licenses, non-disclosure and
confidentiality agreements, and such other corporate books and
records as may be reasonably requested;
c) copies of resolutions by VIPC's Board of Directors authorizing
this Agreement;
d) copies of resolutions by Beach Couch's Board of Directors
authorizing this Agreement; and
e) the parties hereto have signed and delivered such other
instruments and documents, if any, relating to and effecting the
transactions contemplated herein.
3. Representations of Stockholders and VIPC. Stockholders and VIPC hereby
represent and warrant that effective this date, the representations and
warranties listed below are true and correct:
3.1 Organization. VIPC is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware with full power and authority to own
and use its properties and conduct its business as presently conducted by it.
VIPC has furnished Beach Couch with copies of the Articles of Incorporation and
the Bylaws of VIPC, including all amendments thereto. Such copies are true,
correct and complete and contain all amendments through the date hereof, which,
together with this Agreement, are sufficient to effect the transactions
hereunder and evidence the intent of the parties hereto.
3.2 Capitalization. The authorized stock of VIPC consists of (a) 25,000,000
shares of common stock, and (b) no shares of preferred stock. 25,000,000 shares
of common stock have been issued. All shares issued and outstanding are duly and
validly authorized and issued and are fully paid and nonassessable. VIPC does
not have outstanding any security convertible into, or any warrant, option or
other right to subscribe for or acquire any equity interest in VIPC.
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3.3 Authority. VIPC has the requisite corporate authority to enter into and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof. The execution and
delivery of this Agreement by VIPC and the consummation of the transactions
contemplated hereby will not violate or conflict with any provisions of the
Articles of Incorporation, as amended, or Bylaws of VIPC or contravene any law,
rule, regulation, court or administrative order binding on it, or result in the
breach of or constitute a default in the performance of any material obligation,
agreement, covenant or condition contained in any material contract, lease,
judgment, decree, order, award, note, loan or credit agreement or any other
material agreement or instrument to which VIPC is a party or by which it is
bound, the default or breach of which would have a material adverse effect on
the property and assets of VIPC, considered as a whole. VIPC has taken all
requisite corporate action to authorize and approve the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby. Upon due execution and delivery of this Agreement, this
Agreement will constitute a valid, legal and binding obligation of VIPC and
Stockholders enforceable against them in accordance with its terms.
3.4 VIPC Shareholders. Stockholders are the owners of 80% of the issued and
outstanding common stock of VIPC; such VIPC Shares are free and clear from any
security interests, claims, liens, or other encumbrances; and Stockholders have
the unqualified right to transfer and dispose of their VIPC Shares. Stockholders
will deliver, upon reasonable demand of Beach Couch, any approvals, consents or
other authorizations to Beach Couch and said approvals, consents and other
authorizations will have been duly executed, valid and binding.
3.5 Due Diligence. VIPC has furnished to Beach Couch copies of all documents
requested by Beach Couch. No "due diligence" investigations undertaken by Beach
Couch shall in any event relieve VIPC or Stockholders of their responsibilities
for the accuracy and completeness of any representation or warranty of VIPC or
of Stockholders contained herein or the performance of any covenant or agreement
of VIPC or of Stockholders contained herein.
3.6 Approvals and Consent. No approval, authorization or other action by, or
filing with, any third-party, including a governmental authority is required in
connection with the execution, delivery and performance by VIPC and Stockholders
of their obligations under this Agreement and their respective performance of
the transactions contemplated hereby.
3.7 Financial Statements. VIPC has provided unaudited financial statements of
VIPC for the period from inception through the date of Closing.
3.8 Undisclosed Liabilities. VIPC has no liabilities or obligations whatsoever
that exceed ten percent (10%) of the total assets of VIPC, either accrued,
absolute, contingent or otherwise, except as disclosed on the unaudited
financial statements heretofore provided and those incurred in or as a result of
the ordinary course of business of VIPC subsequent to the date of the financial
statements.
3.9 Assets. The assets of VIPC as set forth in the unaudited financial
statements heretofore provided have been acquired in bona fide transactions,
fully supported by appropriate instruments of assignment, sale, or transfer,
where appropriate, and are offset by no liabilities or contingencies,
contractual or otherwise, except as indicated in the financial statements.
3.10 Litigation. VIPC is not involved in any pending litigation or governmental
investigation or proceeding and, to the best knowledge of VIPC and Stockholders,
no litigation, claims, assessments, or governmental investigation or proceeding
is threatened against VIPC, its Stockholders or properties.
3.11 Applicable Laws. VIPC has complied with all applicable laws in connection
with its formation, issuance of securities, organization, capitalization and
operations, and no contingent liabilities have been threatened or claims made,
and no basis for the same exists with respect to said operations, formation or
capitalization, including claims for violation of any state or federal
securities laws.
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3.12 Taxes. VIPC has filed all governmental, tax or related returns and reports
due or required to be filed and has paid all taxes or assessments which have
become due as of the date of this Agreement, including any employment related
taxes and withholdings, and VIPC, to the best of its knowledge, is not subject
to a tax audit by any federal, state or local tax authority and its properties
are not subject to any tax liens.
3.13 Breach of Contracts. VIPC has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that VIPC has breached, any of
the terms or conditions of any agreements, contracts or commitments to which it
is a party or is bound and the execution and performance hereof will not violate
any provisions of applicable law of any agreement to which VIPC is subject.
3.14 VIPC Disclosure. At the date of this Agreement, VIPC has disclosed all
events, conditions and facts materially affecting the business and prospects of
VIPC. VIPC has not withheld disclosure of any such events, conditions, and facts
which it, through management, has knowledge of, or has reasonable grounds to
know, which may materially affect the business and prospects of VIPC.
3.15 Stockholder Disclosure. Each Stockholder hereby represents that the
materials prepared and delivered by Beach Couch to Stockholders will have been
read and understood by such Stockholder, that he is familiar with the business
of Beach Couch, that he is acquiring the Beach Couch Shares under Section 4(2)
of the Securities Act of 1933, (the "Act"), commonly known as the private
offering exemption, and that the shares are restricted and may not be resold,
except in reliance upon an exemption under the Act.
4. Representations of Beach Couch. Beach Couch hereby represents and warrants
that effective this date, the representations and warranties listed below are
true and correct:
4.1 Organization. Beach Couch is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware with full power and
authority to own and use its properties and conduct its business as presently
conducted by it. Beach Couch is duly qualified and in good standing to do
business as a foreign corporation in any other jurisdiction where failure to so
qualify would have a material adverse effect on its business or assets. Beach
Couch has made available to Stockholders copies of the Articles of Incorporation
and the Bylaws of Beach Couch, including all amendments thereto. Such copies are
true, correct and complete and contain all amendments through the date hereof,
together with this Agreement, which are sufficient to effect the transactions
hereunder and evidence the intent of the parties hereto.
4.2 Capitalization. The authorized stock of Beach Couch consists of (a) one
hundred million shares of common stock and (b)ten million shares preferred
stock. Immediately prior to the Closing, there will be 5,805,000 shares of
common stock outstanding and no shares of preferred stock issued and
outstanding, prior to the issuance of the 20,000,000 Beach Couch Shares to be
delivered at Closing pursuant to this Agreement. At the time of their issuance
and delivery pursuant to this Agreement, all Beach Couch Shares to be issued
pursuant to the terms hereof shall be duly and validly authorized and issued,
fully paid and nonassessable. Except as disclosed in writing prior to Closing,
Beach Couch does not have outstanding any security convertible into, or any
warrant, option or other right to subscribe for or acquire any shares of stock
of Beach Couch; nor is Beach Couch under any obligation, whether written or
oral, to issue any of its securities.
4.3 Authority. Beach Couch has the requisite corporate authority to enter into
and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby in accordance with the terms hereof. The
execution and delivery of this Agreement by Beach Couch and the consummation of
the transactions contemplated hereby will not violate or conflict with any
provisions of the Articles of Incorporation, as amended, or Bylaws of Beach
Couch or contravene any law, rule, regulation, court or administrative order
binding on it, or result in the breach of or constitute a default in the
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performance of any material obligation, agreement, covenant or condition
contained in any material contract, lease, judgment, decree, order, award, note,
loan or credit agreement or any other material agreement or instrument to which
Beach Couch is a party or by which it is bound, the default or breach of which
would have a material adverse effect on the property and assets of Beach Couch,
considered as a whole. Beach Couch has taken all requisite corporate action to
authorize and approve the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby. Upon due execution
and delivery of this Agreement, this Agreement will constitute a valid, legal
and binding obligation of Beach Couch enforceable against it in accordance with
its terms.
4.4 Due Diligence. Beach Couch has furnished to Stockholders copies of all
documents requested by Stockholders. No "due diligence" investigations
undertaken by Stockholders shall in any event relieve Beach Couch or its current
officers and directors of their responsibilities for the accuracy and
completeness of any representation or warranty of Beach Couch contained herein
or the performance of any covenant or agreement of Beach Couch contained herein.
4.5 Approvals and Consent. No approval, authorization or other action by, or
filing with, any third-party, including a governmental authority is required in
connection with the execution, delivery and performance by Beach Couch of its
obligations under this Agreement and its performance of the transactions
contemplated hereby.
4.6 Litigation. Beach Couch is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of Beach
Couch, no litigation, claims, assessments, or governmental investigation or
proceeding is threatened against Beach Couch, its Stockholders or properties.
4.7 Financial Statements. Beach Couch has provided to Stockholders copies of its
periodic filings with the Securities and Exchange Commission, which include
audited financial statements of Beach Couch prepared in accordance with the
requirements of Regulation S-B of the Securities Act of 1933, as amended (the
"Act"), for the most recent fiscal year end.
4.8 Applicable Laws. Beach Couch has complied with all state, federal and local
laws in connection with its formation, issuance of securities, organization,
capitalization and operations, and no contingent liabilities have been
threatened or claims made, and no basis for the same exists with respect to said
operations, formation or capitalization, including claims for violation of any
state or federal securities laws.
4.9 Breach of Contracts. Beach Couch has not breached, nor is there any pending
or threatened claims or any legal basis for a claim that Beach Couch has
breached, any of the terms or conditions of any agreements, contracts or
commitments to which it is a party or is bound and the execution and performance
hereof will not violate any provisions of applicable law of any agreement to
which Beach Couch is subject.
4.10 Taxes. Beach Couch has filed all governmental, tax or related returns and
reports due or required to be filed and has paid all taxes or assessments which
have become due as of the date of this Agreement, including any employment
related taxes and withholdings, and Beach Couch, to the best of its knowledge,
is not subject to a tax audit by any federal, state or local tax authority and
its properties are not subject to any tax liens. Beach Couch will cause to be
filed or prepared, as applicable, by the date of this Agreement, all federal,
state, county and local income, excise, property and other tax returns, forms,
or reports, which are due or required to be filed by it prior to the date of
this Agreement.
4.11 Beach Couch Disclosure. At the date of this Agreement, Beach Couch has
disclosed all events, conditions and facts materially affecting the business and
prospects of Beach Couch. Beach Couch has not withheld disclosure of any such
events, conditions, and facts which it, through management, has knowledge of, or
has reasonable grounds to know, which may materially affect the business and
prospects of Beach Couch.
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4.12 Undisclosed Liabilities. Beach Couch has no material liabilities or
obligations whatsoever, either accrued, absolute, contingent or otherwise,
except as disclosed on the audited financial statements heretofore provided.
4.13 Delivery of Records. Beach Couch shall deliver the corporate financial
records, minute books, and other documents and records in their entirety to the
new management as contemplated by Subparagraph 1.3.
5. Indemnification. The parties hereby agree that for a period of two years
commencing the date hereof, and in accordance with the terms of Paragraph 8,
each party to this Agreement shall indemnify and hold harmless each other party
at all times after the date of this Agreement against and in respect of any
third-party liability, damage or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses, including attorney's fees,
incident to any of the foregoing, resulting from any misrepresentation, breach
of covenant or warranty or nonfulfillment of any agreement on the part of such
party under this Agreement or from any misrepresentation in or intentional
omission from any document or certificate furnished or to be furnished to a
party hereunder. Subject to the terms of this Agreement, the defaulting party
shall reimburse the other party or parties with respect to such third-party's
actions on demand, for any reasonable payment made by said parties at any time
after the Closing, in respect of any liability or claim to which the foregoing
indemnity relates, if such payment is made after reasonable notice to the other
party to defend or satisfy the same and such party failed to defend or satisfy
the same. In the event a third-party action is threatened or commenced but not
resolved within said two-year period, the parties hereby agree to extend this
indemnification through resolution of the third-party action.
In addition, each party agrees to indemnify each other party for any
loss incurred as a result of the subsequent discovery of any liability that is
not disclosed in the financial statements or schedules provided under this
Agreement that was known to such knowledgeable party or parties at the time of
the Closing.
6. Mutual Covenants of the Parties. Beach Couch, VIPC and Stockholders each
covenant and agree to execute any further documents or agreements and to take
any further acts that may be reasonably necessary to effect the transactions
contemplated hereunder, including, but not limited to, obtaining any consents or
approvals of any third-party required to be obtained to consummate the
transactions contemplated by this Agreement.
7. Restrictions on Transfer of Shares. The parties hereto acknowledge that all
securities transferred and/or issued in connection with the transactions
contemplated hereby are restricted as to transfer and the certificates therefore
shall bear legends to such effect and no transfer of any shares may be effected,
except pursuant to an effective registration statement prepared and filed
pursuant to the Act or pursuant to an exemption from registration thereunder, as
evidenced by an opinion of counsel or as otherwise allowed under the laws of
descent and distribution.
8. Nature and Survival of Representations. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing
hereunder and the consummation of the transactions contemplated hereby for two
(2) years from the date hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any investigation upon which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
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9. Miscellaneous.
9.1 Undertakings and Further Assurances. At any time, and from time to time,
hereafter, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to carry out the intent
and purposes of this Agreement.
9.2 Waiver. Any failure on the part of any party hereto to comply with any of
its obligations, agreements or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
9.3 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by prepaid
first class registered or certified mail, return receipt requested, or by
Federal Express or other means of overnight delivery to the addresses set forth
on the signature page hereof.
9.4 Headings. The paragraph and subparagraph headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.5 Governing Law and Arbitration Provision. This Agreement shall be governed by
the laws of the State of Colorado. Any dispute arising directly or indirectly
from this Agreement shall be settled by arbitration within the State of Colorado
(as designated by Beach Couch). Any arbitration will be conducted by the
American Arbitration Association in accordance with its Rules of Commercial
Arbitration, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The parties hereto agree that
service by certified mail to their business addresses shall constitute
sufficient service of process of any proposed arbitration.
9.6 Binding Effect. This Agreement shall be binding upon the parties hereto and
inure to the benefit of the parties, his respective heirs, administrators,
executors, successors and assigns. This Agreement shall not be assigned by any
party hereto, except upon the consent, in writing, of the other parties hereto.
9.7 Entire Agreement. This Agreement, including any documents delivered pursuant
to the terms hereof, is the entire agreement of the parties covering everything
agreed upon or understood with respect to the transactions contemplated hereby
and supersedes all prior agreements, covenants, representations or warranties,
whether written or oral, by any party hereto. There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof.
9.8 Time. Time is of the essence. The parties each agree to proceed promptly and
in good faith to consummate the transactions contemplated herein.
9.9 Expenses. Each of the parties hereto shall pay its own expenses incurred in
connection with the authorization, preparation, execution and performance of
this Agreement and obtaining any necessary regulatory approvals, including,
without limitation, all fees and expenses of his respective counsel.
9.10 Severability. If any part of this Agreement is deemed to be unenforceable
the balance of the Agreement shall remain in full force and effect.
9.11 Counterparts and Facsimile Signatures. This Agreement and any Exhibits,
attachments, or documents ancillary hereto, may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. Execution and
delivery of this Agreement by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding execution and
delivery of this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BEACH COUCH, INC.
(A DELAWARE CORPORATION)
By: /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ - President
Attest:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary
VIPC CORPORATION
(A DELAWARE CORPORATION)
By: /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ - President
SELLING STOCKHOLDERS OF VIPC:
Stockholder Number of VIPC shares owned
---------------------------------------------------------
1. ▇▇▇▇▇ ▇▇ 5,000,000
2. Harrop, Lees, ▇▇▇▇▇ & Co. 1,000,000
3. YNOT China, Inc. 3,000,000
4. Eastern Dragon, Limited 500,000
5. Lemon Grass Limited 1,000,000
6. Star Anise 1,000,000
7. ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Ltd. 500,000
8. Goldfish Investment Limited 500,000
9. Zhang Lebin 3,750,000
10. Fan Xinxiang 3,750,000
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