SHARE PURCHASE AGREEMENT AND SHARE EXCHANGE by and among Indestructible I, Inc., a Delaware corporation and Patrick Day, the majority shareholder of Indestructible I, Inc. and Dynamic Bhorizon Limited, a Cayman Islands corporation and the Shareholders...
Exhibiut
2.1
AND
SHARE EXCHANGE
by
and among
Indestructible
I, Inc.,
a
Delaware corporation
and
▇▇▇▇▇▇▇
▇▇▇,
the
majority shareholder of Indestructible I, Inc.
and
Dynamic
Bhorizon Limited,
a Cayman
Islands corporation
and
the
Shareholders of
Dynamic
Bhorizon Limited
Dated as
of March 25, 2010
1
SHARE
PURCHASE AGREEMENT AND SHARE EXCHANGE
THIS SHARE PURCHASE AGREEMENT AND SHARE
EXCHANGE (hereinafter referred to as this “Agreement”) is
entered into as of this 25th day
of March, 2010, by and between Indestructible I, Inc., a Delaware corporation
(hereinafter referred to as “Indestructible”),
▇▇▇▇▇▇▇ ▇▇▇, an individual residing at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and the majority shareholder of Indestructible, Dynamic
Bhorizon Limited, a Cayman Islands company (hereinafter referred to as “DBL”) and the
shareholders of DBL (the “DBL Shareholders”),
upon the following premises:
Premises
WHEREAS, Indestructible is a
publicly traded corporation on the Over-The-Counter Bulletin Board (the
“OTCBB”);
WHEREAS, Indestructible agrees
to acquire up to 100% of the issued and outstanding shares of DBL from the DBL
Shareholders in exchange for the issuance of certain shares of Indestructible
(the “Exchange”) and the
DBL Shareholders agree to exchange their shares of DBL on the terms described
herein. On the Closing Date (as defined in Section 4.05), DBL will become a
wholly-owned subsidiary of Indestructible;
WHEREAS, the boards of
directors of Indestructible and DBL have determined, subject to the terms and
conditions set forth in this Agreement, that the transaction contemplated hereby
is desirable and in the best interests of their stockholders,
respectively. This Agreement is being entered into for the purpose of
setting forth the terms and conditions of the proposed acquisition.
Agreement
NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived here
from, and intending to be legally bound hereby, it is hereby agreed as
follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF DBL
As an
inducement to, and to obtain the reliance of Indestructible, except as set forth
in the DBL Schedules (as hereinafter defined), DBL represents and warrants as of
the Closing Date, as defined below, as follows:
Section
1.01 Incorporation.DBL is a
company duly incorporated, validly existing, and in good standing under the laws
of Cayman Islands and has the corporate power and is duly authorized under all
applicable laws, regulations, ordinances, and orders of public authorities to
carry on its business in all material respects as it is now being
conducted. Included in the DBL Schedules are complete and correct
copies of the memorandum of association and articles of association of DBL as in
effect on the date hereof. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not, violate any provision of DBL’s memorandum of association or articles
of association. DBL has taken all actions required by law, its
memorandum of association and articles of association, or otherwise to authorize
the execution and delivery of this Agreement. DBL has full power,
authority, and legal capacity and has taken all action required by law, its
memorandum of association and articles of association, and otherwise to
consummate the transactions herein contemplated.
2
Each
member of DBL is organized under the laws of the jurisdiction set forth in Schedule 1.03 hereto,
is duly formed or organized, validly existing and in good standing under the
laws of its jurisdiction of organization and has the requisite power and
authority to own, lease and operate its assets and properties and to carry on
its business as it is now being or currently planned by each member of DBL to be
conducted. Each member of DBL is in possession of all Approvals
necessary to own, lease and operate the properties it purports to own, operate
or lease, to carry on its business as it is now being conducted, to consummate
the Transactions contemplated under this Agreement. No member of DBL
is in violation of any of the provisions of their respective charter
documents. The corporate records of each member of DBL contain true,
complete and accurate records of meetings and consents in lieu of meetings of
its board of directors (and any committees thereof), similar governing bodies
and holders of its registered capital, since the time of their respective
organization, and such corporate records have been heretofore delivered to
Indestructible. The ownership records of each DBL member’s registered
capital are true, complete and accurate records of such ownership as of the date
of such records and contain all transfers of such registered capital since the
time of their respective organization, and such ownership records have been
heretofore been delivered to Indestructible. No member of DBL is
required to qualify to do business as a foreign corporation in any other
jurisdiction.
Section
1.02 Authorized
Shares.The
number of shares which DBL is authorized to issue consists of 50,000 shares of a
single class, par value of US $ 1 per share. There are 50,000 shares
currently issued and outstanding. The issued and outstanding shares
are validly issued, fully paid, and non-assessable and not issued in violation
of the preemptive or other rights of any person.
Section
1.03 Subsidiaries and Predecessor
Corporations. Except
as set forth in the DBL Schedule 1.03, DBL
does not have any subsidiaries, and does not own, beneficially or of record, any
shares of any other corporation. For purposes hereinafter, the term
“DBL” also includes those subsidiaries set forth on the DBL
Schedules.
Section
1.04 Financial
Statements.
(a) Included
in the DBL Schedule
1.04 are (i) the audited balance sheets of DBL as of June 30, 2009 and
June 30, 2008 and the related audited statements of operations, stockholders’
equity and cash flows for the fiscal years ended June 30, 2009 and June 30, 2008
together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇ LLP,
independent certified public accountants, and (ii) the unaudited financial
statements for the quarter ended December 31, 2009.
(b) All such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved. The
DBL balance sheets are true and accurate and present fairly as of their
respective dates the financial condition of DBL. As of the date of
such balance sheets, except as and to the extent reflected or reserved against
therein, DBL had no liabilities or obligations (absolute or contingent) which
should be reflected in the balance sheets or the notes thereto prepared in
accordance with generally accepted accounting principles, and all assets
reflected therein are properly reported and present fairly the value of the
assets of DBL, in accordance with generally accepted accounting principles. The
statements of operations, stockholders’ equity and cash flows reflect fairly the
information required to be set forth therein by generally accepted accounting
principles.
(c) DBL has
duly and punctually paid all governmental fees and taxation which it has become
liable to pay and has duly allowed for all taxation reasonably foreseeable and
is under no liability to pay any penalty or interest in connection with any
claim for governmental fees or taxation and DBL has made any and all proper
declarations and returns for taxation purposes and all information contained in
such declarations and returns is true and complete and full provision or
reserves have been made in its financial statements for all governmental fees
and taxation.
3
(d) The books
and records, financial and otherwise, of DBL are in all material aspects
complete and correct and have been maintained in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved.
(e) All of
DBL’s assets are reflected on its financial statements, and, except as set forth
in the DBL Schedules or the financial statements of DBL or the notes thereto,
DBL has no material liabilities, direct or indirect, matured or unmatured,
contingent or otherwise.
Section
1.05 Information
. The
information concerning DBL set forth in this Agreement and in the DBL Schedules
is complete and accurate in all material respects and does not contain any
untrue statement of a material fact or omit to state a material fact required to
make the statements made, in light of the circumstances under which they were
made, not misleading. In addition, DBL has fully disclosed in writing
to Indestructible (through this Agreement or the DBL Schedules) all information
relating to matters involving DBL or its assets or its present or past
operations or activities which (i) indicated or may indicate, in the aggregate,
the existence of a greater than $500,000 liability, (ii) have led or may lead to
a competitive disadvantage on the part of DBL or (iii) either alone or in
aggregation with other information covered by this Section, otherwise have led
or may lead to a material adverse effect on DBL, its assets, or its operations
or activities as presently conducted or as contemplated to be conducted after
the Closing Date, including, but not limited to, information relating to
governmental, employee, environmental, litigation and securities matters and
transactions with affiliates.
Section
1.06 Options or Warrants
Except as
set forth in the DBL Schedule 1.06, there
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of DBL.
Section
1.07 Absence of Certain Changes
or Events Since
June 30, 2009:
(a) There has
not been any material adverse change in the business, operations, properties,
assets, or condition (financial or otherwise) of DBL;
(b) DBL has
not (i) declared or made, or agreed to declare or make, any payment of dividends
or distributions of any assets of any kind whatsoever to stockholders or
purchased or redeemed, or agreed to purchase or redeem, any of its shares; (ii)
made any material change in its method of management, operation or accounting,
(iii) entered into any other material transaction other than sales in the
ordinary course of its business; or (iv) made any increase in or adoption of any
profit sharing, bonus, deferred compensation, insurance, pension, retirement, or
other employee benefit plan, payment, or arrangement made to, for, or with its
officers, directors, or employees; and
(c) DBL has
not (i) granted or agreed to grant any options, warrants or other rights for its
stocks, bonds or other corporate securities calling for the issuance thereof,
(ii) borrowed or agreed to borrow any funds or incurred, or become subject to,
any material obligation or liability (absolute or contingent) except as
disclosed herein and except liabilities incurred in the ordinary course of
business; (iii) sold or transferred, or agreed to sell or transfer, any of its
assets, properties, or rights or canceled, or agreed to cancel, any debts or
claims; or (iv) issued, delivered, or agreed to issue or deliver any stock,
bonds or other corporate securities including debentures (whether authorized and
unissued or held as treasury stock) except in connection with this
Agreement.
4
Section
1.08 Litigation and Proceedings
Except as
disclosed on Schedule
1.08, there are no actions, suits, proceedings, or investigations pending
or, to the knowledge of DBL after reasonable investigation, threatened by or
against DBL or affecting DBL or its properties, at law or in equity, before any
court or other governmental agency or instrumentality, domestic or foreign, or
before any arbitrator of any kind. DBL does not have any knowledge of
any material default on its part with respect to any judgment, order,
injunction, decree, award, rule, or regulation of any court, arbitrator, or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a
default.
Section
1.09 Contracts.
(a) All
“material” contracts, agreements, franchises, license agreements, debt
instruments or other commitments to which DBL is a party or by which
it or any of its assets, products, technology, or properties are bound other
than those incurred in the ordinary course of business are set forth on the DBL
Schedules. A “material” contract, agreement, franchise, license
agreement, debt instrument or commitment is one which (i) will remain in effect
for more than six (6) months after the date of this Agreement or (ii) involves
aggregate obligations of at least one hundred thousand dollars
($250,000);
(b) All
contracts, agreements, franchises, license agreements, and other commitments to
which DBL is a party or by which its properties are bound and which are material
to the operations of DBL taken as a whole are valid and enforceable by DBL in
all respects, except as limited by bankruptcy and insolvency laws and by other
laws affecting the rights of creditors generally; and
(c) Except as
included or described in the DBL Schedule 1.09 or
reflected in the most recent DBL balance sheet, DBL is not a party to any oral
or written (i) contract for the employment of any officer or employee; (ii)
profit sharing, bonus, deferred compensation, stock option, severance pay,
pension benefit or retirement plan, (iii) agreement, contract, or indenture
relating to the borrowing of money, (iv) guaranty of any obligation; (vi)
collective bargaining agreement; or (vii) agreement with any present or former
officer or director of DBL.
Section
1.10 No Conflict With Other
Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of any indenture, mortgage, deed of trust, or other material agreement, or
instrument to which DBL is a party or to which any of its assets, properties or
operations are subject.
Section
1.11 Compliance With Laws and
Regulations. To the
best of its knowledge, DBL has complied with all applicable statutes and
regulations of any federal, state, or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
DBL or except to the extent that noncompliance would not result in the
occurrence of any material liability for DBL. This compliance
includes, but is not limited to, the filing of all reports to date with federal
and state securities authorities.
Section
1.12 Approval of Agreement.
The Board
of Directors of DBL has authorized the execution and delivery of this Agreement
by DBL and has approved this Agreement and the transactions contemplated hereby,
and will recommend to the DBL Shareholders that the Exchange be
accepted.
Section
1.13 DBL Schedules.
DBL has
delivered to Indestructible the following schedules, which are collectively
referred to as the “DBL Schedules” and which consist of separate schedules dated
as of the date of execution of this Agreement, all certified by the chief
executive officer of DBL as complete, true, and correct as of the date of this
Agreement in all material respects:
5
(a) a
schedule containing complete and correct copies of the memorandum of association
and articles of association of DBL in effect as of the date of this
Agreement;
(b) a
schedule containing the financial statements of DBL identified in paragraph
1.04(a);
(c) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of DBL since
December 31, 2009, required to be provided pursuant to Section 1.07
hereof;
(d) a
schedule of any exceptions to the representations made herein; and
(e) a
schedule containing the other information requested above.
DBL shall
cause the DBL Schedules and the instruments and data delivered to Indestructible
hereunder to be promptly updated after the date hereof up to and including the
Closing Date.
Section
1.14 Valid
Obligation. This
Agreement and all agreements and other documents executed by DBL in connection
herewith constitute the valid and binding obligation of DBL, enforceable in
accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
Section
1.15 PRC Laws and
Regulations. To the best of their knowledge, DBL and its subsidiary are
in compliance with PRC laws and regulations governing food safety and hygiene.
All material consents, approvals, authorizations or licenses requisite under PRC
law for the due and proper establishment and operation of DBL’s subsidiary doing
business in the PRC have been duly obtained from the relevant PRC governmental
authorities and are in full force and effect.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF INDESTRUCTIBLE
As an
inducement to, and to obtain the reliance of DBL and the DBL Shareholders,
except as set forth in the Indestructible Schedules (as hereinafter defined),
Indestructible represents and warrants, as of the date hereof and as of the
Closing Date, as follows:
Section
2.01 Organization. Indestructible
is a corporation duly incorporated, validly existing, and in good standing under
the laws of Delaware and has the corporate power and is duly authorized under
all applicable laws, regulations, ordinances, and orders of public authorities
to carry on its business in all material respects as it is now being
conducted. Included in the Indestructible Schedules are complete and
correct copies of the certificate of incorporation and articles of association
of Indestructible (the “Articles”) as in
effect on the date hereof. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
violate any provision of Indestructible’s certificate of incorporation or
Articles. Indestructible has taken all action required by law, its
certificate of incorporation, its Articles, or otherwise to authorize the
execution and delivery of this Agreement, and Indestructible has full power,
authority, and legal right and has taken all action required by law, its
certificate of incorporation, Articles, or otherwise to consummate the
transactions herein contemplated.
Section
2.02 Capitalization
6
.
(a) Indestructible’s
authorized capitalization consists of (a) 200,000,000 shares of common stock,
par value $0.001 per share, of which 16,700,000 shares are issued and
outstanding, and (b) 50,000,000 shares of preferred shares, par value $0.001 per
share, none of which are issued and outstanding. All issued and
outstanding shares are legally issued, fully paid, and non-assessable and not
issued in violation of the preemptive or other rights of any person. As of the
Closing Date, no shares of Indestructible’s common stock were reserved for
issuance upon the exercise of outstanding options to purchase the common shares;
(iv) no common shares were reserved for issuance upon the exercise of
outstanding warrants to purchase Indestructible common shares; (v) no shares of
preferred stock were reserved for issuance to any party; and (vi) no common
shares were reserved for issuance upon the conversion of Indestructible
preferred stock or any outstanding convertible notes, debentures or
securities. All outstanding Indestructible common shares have been
issued and granted in compliance with (i) all applicable securities laws and (in
all material respects) other applicable laws and regulations, and (ii) all
requirements set forth in any applicable Contracts.
(b) There are no
equity securities, partnership interests or similar ownership interests of any
class of any equity security of Indestructible, or any securities exchangeable
or convertible into or exercisable for such equity securities, partnership
interests or similar ownership interests, issued, reserved for issuance or
outstanding. Except as contemplated by this Agreement or as set
forth in Schedule
2.02, there are no subscriptions, options, warrants, equity securities,
partnership interests or similar ownership interests, calls, rights (including
preemptive rights), commitments or agreements of any character to which
Indestructible is a party or by which it is bound obligating Indestructible to
issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase,
redeem or otherwise acquire, or cause the repurchase, redemption or acquisition
of, any shares of capital stock, partnership interests or similar ownership
interests of Indestructible or obligating Indestructible to grant, extend,
accelerate the vesting of or enter into any such subscription, option, warrant,
equity security, call, right, commitment or agreement. There is no
plan or arrangement to issue Indestructible common shares or preferred stock
except as set forth in this Agreement.
Except as
contemplated by this Agreement and except as set forth in Schedule 2.02 hereto,
there are no registration rights, and there is no voting trust, proxy, rights
plan, anti-takeover plan or other agreement or understanding to which
Indestructible is a party or by which it is bound with respect to any equity
security of any class of Indestructible, and there are no agreements to which
Indestructible is a party, or which Indestructible has knowledge of, which
conflict with this Agreement or the transactions contemplated herein or
otherwise prohibit the consummation of the transactions contemplated
hereunder.
Section
2.03 Subsidiaries and Predecessor
Corporations. Indestructible
does not have any predecessor corporation(s), no subsidiaries, and does not own,
beneficially or of record, any shares of any other corporation.
Section
2.04 Financial
Statements.
(a) Included
in the Indestructible Schedules are (i) the audited balance sheets of
Indestructible as of December 31, 2009 and the related audited statements of
operations, stockholders’ equity and cash flows for December 31, 2009 together
with the notes to such statements and the opinion of ▇▇▇▇▇▇ & Associates,
LLC, independent certified public accountants, with respect
thereto;
(b) All such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved. The
Indestructible balance sheets are true and accurate and present fairly as of
their respective dates the financial condition of Indestructible. As
of the date of such balance sheets, except as and to the extent reflected or
reserved against therein, Indestructible had no liabilities or obligations
(absolute or contingent) which should be reflected in the balance sheets or the
notes thereto prepared in accordance with generally accepted accounting
principles, and all assets reflected therein are properly reported and present
fairly the value of the assets of Indestructible, in accordance with generally
accepted accounting principles. The statements of operations, stockholders’
equity and cash flows reflect fairly the information required to be set forth
therein by generally accepted accounting principles;
7
(d) Indestructible
has no liabilities with respect to the payment of any federal, state, county,
local or other taxes (including any deficiencies, interest or penalties), except
for taxes accrued but not yet due and payable;
(e) Indestructible
has timely filed all state, federal or local income and/or franchise tax returns
required to be filed by it from inception to the date hereof. Each of
such income tax returns reflects the taxes due for the period covered thereby,
except for amounts which, in the aggregate, are immaterial;
(f) The books
and records, financial and otherwise, of Indestructible are in all material
aspects complete and correct and have been maintained in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved; and
(g) All of
Indestructible’s assets are reflected on its financial statements, and, except
as set forth in the Indestructible Schedules or the financial statements of
Indestructible or the notes thereto, Indestructible has no material liabilities,
direct or indirect, matured or unmatured, contingent or otherwise.
Section
2.05 Information. The
information concerning Indestructible set forth in this Agreement and the
Indestructible Schedules is complete and accurate in all material respects and
does not contain any untrue statements of a material fact or omit to state a
material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading. In
addition, Indestructible has fully disclosed in writing to DBL (through this
Agreement or the Indestructible Schedules) all information relating to matters
involving Indestructible or its assets or its present or past operations or
activities which (i) indicated or may indicate, in the aggregate, the existence
of a greater than $1,000 liability , (ii) have led or may lead to a competitive
disadvantage on the part of Indestructible or (iii) either alone or in
aggregation with other information covered by this Section, otherwise have led
or may lead to a material adverse effect on Indestructible, its assets, or its
operations or activities as presently conducted or as contemplated to be
conducted after the Closing Date, including, but not limited to, information
relating to governmental, employee, environmental, litigation and securities
matters and transactions with affiliates.
Section
2.06 Options or
Warrants. There
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of Indestructible.
Section
2.07 Absence of Certain Changes
or Events. Since
the date of the most recent Indestructible balance sheet:
(a) there has
not been (i) any material adverse change in the business, operations,
properties, assets or condition of Indestructible or (ii) any damage,
destruction or loss to Indestructible (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets
or condition of Indestructible;
(b) Indestructible
has not (i) amended its certificate of incorporation or Articles except as
required by this Agreement; (ii) declared or made, or agreed to declare or make
any payment of dividends or distributions of any assets of any kind whatsoever
to stockholders or purchased or redeemed, or agreed to purchase or redeem, any
of its capital stock; (iii) waived any rights of value which in the aggregate
are outside of the ordinary course of business or material considering the
business of Indestructible; (iv) made any material change in its method of
management, operation, or accounting; (v) entered into any transactions or
agreements other than in the ordinary course of business; (vi) made any accrual
or arrangement for or payment of bonuses or special compensation of any kind or
any severance or termination pay to any present or former officer or
employee; (vii) increased the rate of compensation payable or to become payable
by it to any of its officers or directors or any of its salaried employees whose
monthly compensation exceed $1,000; or (viii) made any increase in
any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement, made to,
for or with its officers, directors, or employees;
8
(c) Indestructible
has not (i) granted or agreed to grant any options, warrants, or other rights
for its stock, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid or agreed to
pay any material obligations or liabilities (absolute or contingent) other than
current liabilities reflected in or shown on the most recent Indestructible
balance sheet and current liabilities incurred since that date in the ordinary
course of business and professional and other fees and expenses in connection
with the preparation of this Agreement and the consummation of the transaction
contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer,
any of its assets, properties, or rights (except assets, properties, or rights
not used or useful in its business which, in the aggregate have a value of less
than $1,000), or canceled, or agreed to cancel, any debts or claims (except
debts or claims which in the aggregate are of a value less than $1,000); (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of Indestructible; or (vi) issued, delivered or agreed
to issue or deliver, any stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock), except
in connection with this Agreement; and
(d) to its
knowledge, Indestructible has not become subject to any law or regulation which
materially and adversely affects, or in the future, may adversely affect, the
business, operations, properties, assets or condition of
Indestructible.
Section
2.08 Litigation and
Proceedings. There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of Indestructible after reasonable investigation, threatened by or
against Indestructible or affecting Indestructible or its properties, at law or
in equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind except as disclosed in
the Indestructible Schedule
2.08. Indestructible has no knowledge of any default on its
part with respect to any judgment, order, writ, injunction, decree, award, rule
or regulation of any court, arbitrator, or governmental agency or
instrumentality or any circumstance which after reasonable investigation would
result in the discovery of such default.
Section
2.09 Contracts.
(a Indestructible
is not a party to, and its assets, products, technology and properties are not
bound by, any contract, franchise, license agreement, agreement, debt instrument
or other commitments whether such agreement is in writing or oral;
(b) Indestructible
is not a party to or bound by, and the properties of Indestructible are not
subject to any contract, agreement, other commitment or instrument; any charter
or other corporate restriction; or any judgment, order, writ, injunction,
decree, or award; and
(c) Indestructible
is not a party to any oral or written (i) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation, (vi) collective bargaining agreement; or (vii) agreement with any
present or former officer or director of Indestructible.
9
Section
2.10 No Conflict With Other
Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, constitute a default under, or terminate, accelerate or modify the
terms of, any indenture, mortgage, deed of trust, or other material agreement or
instrument to which Indestructible is a party or to which any of its assets,
properties or operations are subject.
Section
2.11 Compliance With Laws and
Regulations. To the
best of its knowledge, Indestructible has complied with all applicable statutes
and regulations of any federal, state, or other applicable governmental entity
or agency thereof. This compliance includes, but is not limited to,
the filing of all reports to date with federal and state securities
authorities.
Section
2.12 Approval of
Agreement. The
Board of Directors of Indestructible has authorized the execution and delivery
of this Agreement by Indestructible and has approved this Agreement and the
transactions contemplated hereby.
Section
2.13 Material Transactions or
Affiliations. Except
as disclosed herein and in the Indestructible Schedules, there exists no
contract, agreement or arrangement between Indestructible and any predecessor
and any person who was at the time of such contract, agreement or arrangement an
officer, director, or person owning of record or known by Indestructible to own
beneficially, 5% or more of the issued and outstanding common shares of
Indestructible and which is to be performed in whole or in part after the date
hereof or was entered into not more than three years prior to the date
hereof. Neither any officer, director, nor 5% Shareholders of
Indestructible has, or has had since inception of Indestructible, any known
interest, direct or indirect, in any such transaction with Indestructible which
was material to the business of Indestructible. Indestructible has no
commitment, whether written or oral, to lend any funds to, borrow any money
from, or enter into any other transaction with, any such affiliated
person.
Section
2.14 Indestructible
Schedules. Indestructible
has delivered to DBL the following schedules, which are collectively referred to
as the “Indestructible Schedules” and which consist of separate schedules, which
are dated the date of this Agreement, all certified by the chief executive
officer of Indestructible to be complete, true, and accurate in all material
respects as of the date of this Agreement.
(a) a
schedule containing complete and accurate copies of the certificate of
incorporation and Articles of Indestructible as in effect as of the date of this
Agreement;
(b) a
schedule containing the financial statements of Indestructible identified in
paragraph 2.04(a) and (b);
(c) a
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of
Indestructible since December 31, 2009, required to be provided pursuant to
section 2.07 hereof; and
(d) a
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the Indestructible Schedules by
Sections 2.01 through 2.13.
Indestructible
shall cause the Indestructible Schedules and the instruments and data delivered
to DBL hereunder to be promptly updated after the date hereof up to and
including the Closing Date.
10
Section
2.15 Bank Accounts; Power of
Attorney. Set
forth in the Indestructible Schedules is a true and complete list of (a) all
accounts with banks, money market mutual funds or securities or other financial
institutions maintained by Indestructible within the past twelve (12) months,
the account numbers thereof, and all persons authorized to sign or act on behalf
of Indestructible, (b) all safe deposit boxes and other similar custodial
arrangements maintained by Indestructible within the past twelve (12) months,
(c) the check ledger for the last 12 months, and (d) the names of all persons
holding powers of attorney from Indestructible or who are otherwise authorized
to act on behalf of Indestructible with respect to any matter, other than its
officers and directors, and a summary of the terms of such powers or
authorizations.
Section
2.16 Valid
Obligation. This
Agreement and all agreements and other documents executed by Indestructible in
connection herewith constitute the valid and binding obligation of
Indestructible, enforceable in accordance with its or their terms, except as may
be limited by bankruptcy, insolvency, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the
court before which any proceeding therefore may be brought.
Section
2.17 SEC
Filings; Financial
Statements.
(a) Indestructible has
made available to DBL a correct and complete copy, or there has been available
on ▇▇▇▇▇, copies of each report, registration statement and definitive proxy
statement filed by Indestructible with the SEC for the 36 months prior to the
date of this Agreement (the “Indestructible SEC
Reports”), which, to Indestructible’s knowledge, are all the forms,
reports and documents filed by Indestructible with the SEC for the 36 months or
applicable period prior to the date of this Agreement. As of their respective
dates, to Indestructible’s knowledge, the Indestructible SEC Reports: (i) were
prepared in accordance and complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as the case may be, and
the rules and regulations of the SEC thereunder applicable to such
Indestructible SEC Reports, and (ii) did not at the time they were filed (and if
amended or superseded by a filing prior to the date of this Agreement then on
the date of such filing and as so amended or superceded) contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
(b) Each set of
financial statements (including, in each case, any related notes thereto)
contained in the Indestructible SEC Reports comply as to form in all material
respects with the published rules and regulations of the SEC with respect
thereto, were prepared in accordance with U.S. GAAP applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
thereto or, in the case of unaudited statements, do not contain footnotes as
permitted by Form 10-Q promulgated under the Exchange Act) and each fairly
presents in all material respects the financial position of Indestructible at
the respective dates thereof and the results of its operations and cash flows
for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal adjustments which were not or are not
expected to have a Material Adverse Effect on Indestructible taken as a
whole.
Section
2.18 Exchange Act
Compliance. Indestructible
is in compliance with, and current in, all of the reporting, filing and other
requirements under the Exchange Act, the common shares have been registered
under Section 12(g) of the Exchange Act, and Indestructible is in compliance
with all of the requirements under, and imposed by, Section 12(g) of the
Exchange Act, except where a failure to so comply is not reasonably likely to
have a Material Adverse Effect on Indestructible.
Section
2.19 Title to
Property. Indestructible does not own or lease any real
property or personal property. There are no options or other
contracts under which Indestructible has a right or obligation to acquire or
lease any interest in real property or personal property.
11
Section
2.20 Intellectual
Property. Indestructible does not own, license or otherwise
have any right, title or interest in any intellectual property.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF
THE
DBL SHAREHOLDERS
The DBL Shareholders hereby represents
and warrants, severally and solely, to Indestructible as follows.
Section
3.01 Good
Title. Each of the DBL
Shareholders is the record and beneficial owner, and has good title to his DBL
common shares, with the right and authority to sell and deliver such DBL common
shares, free and clear of all liens, claims, charges, encumbrances, pledges,
mortgages, security interests, options, rights to acquire, proxies, voting
trusts or similar agreements, restrictions on transfer or adverse claims of any
nature whatsoever. Upon delivery of any certificate or certificates
duly assigned, representing the same as herein contemplated and/or upon
registering of Indestructible as the new owner of such DBL common shares in the
share register of DBL, Indestructible will receive good title to such DBL common
shares, free and clear of all Liens.
Section
3.02 Power and Authority.
Each of the DBL Shareholders has the legal power, capacity and authority to
execute and deliver this Agreement to consummate the transactions contemplated
by this Agreement, and to perform his obligations under this
Agreement. This Agreement constitutes a legal, valid and binding
obligation of the DBL Shareholders, enforceable against the DBL Shareholders in
accordance with the terms hereof.
Section
3.03 No
Conflicts. The execution and delivery of this Agreement by the
DBL Shareholders and the performance by the DBL Shareholders of their
obligations hereunder in accordance with the terms hereof: (a) will not require
the consent of any third party or governmental entity under any laws; (b) will
not violate any laws applicable to the DBL Shareholders and (c) will not violate
or breach any contractual obligation to which the DBL Shareholders are a
party.
Section
3.04 Finder’s
Fee. Each of the DBL Shareholders represents and warrants that
it has not created any obligation for any finder’s, investment banker’s or
broker’s fee in connection with the Exchange.
Section
3.05 Purchase Entirely for Own
Account. The Exchange Shares (as defined in Section 4.01 herein) proposed
to be acquired by each of the DBL Shareholders hereunder will be acquired for
investment for its own account, and not with a view to the resale or
distribution of any part thereof, and each of the DBL Shareholders has no
present intention of selling or otherwise distributing the Exchange Shares,
except in compliance with applicable securities laws.
Section 3.06 Acquisition of Exchange
Shares for Investment.
(a) Each DBL
Shareholder is acquiring the Exchange Shares for investment for DBL
Shareholder’s own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and each DBL Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing the same. Each DBL Shareholder further represents that
he or she does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to such person or to any
third person, with respect to any of the Exchange Shares.
12
(b) Each DBL
Shareholder represents and warrants that he or she: (i) can bear the economic
risk of his respective investments, and (ii) possesses such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the investment in Indestructible and its
securities.
(c) Each DBL
Shareholder who is not a “U.S. Person” as defined in Rule 902(k) of Regulation S
of the Securities Act (“Regulation S”) (each
a “Non-U.S.
Shareholder”) understands that the Exchange Shares are not registered
under the Securities Act and that the issuance thereof to such DBL Shareholder
is intended to be exempt from registration under the Securities Act pursuant to
Regulation S. Each Non-U.S. Shareholder has no intention of becoming
a U.S. Person. At the time of the origination of contact concerning
this Agreement and the date of the execution and delivery of this Agreement,
each Non-U.S. Shareholder was outside of the United States. Each
certificate representing the Exchange Shares shall be endorsed with the
following legends, in addition to any other legend required to be placed thereon
by applicable federal or state securities laws:
“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”
“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
(d) Each DBL
Shareholder who is a “U.S. Person” as defined in Rule 902(k) of Regulation S
(each a “U.S.
Shareholder”) understands that the Exchange Shares are not registered
under the Securities Act and that the issuance thereof to such DBL Shareholder
is intended to be exempt from registration under the Securities Act pursuant to
Regulation D promulgated thereunder (“Regulation
D”). Each U.S. Shareholder represents and warrants that he is
an “accredited investor” as such term is defined in Rule 501 of Regulation D or,
if not an accredited investor, that such DBL Shareholder otherwise meets the
suitability requirements of Regulation D and Section 4(2) of the Securities Act
(“Section
4(2)”). Each
U.S. Shareholder agrees to provide documentation to Indestructible prior to
Closing as may be requested by Indestructible to confirm compliance with
Regulation D and/or Section 4(2), including, without limitation, a letter of
investment intent or similar representation letter and a completed investor
questionnaire. Each
certificate representing the Exchange Shares issued to such DBL Shareholder
shall be endorsed with the following legends, in addition to any other legend
required to be placed thereon by applicable federal or state securities
laws:
“THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES OR “BLUE SKY” LAWS.”
“TRANSFER
OF THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH
TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY”
LAWS, OR AN EXEMPTION THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH
LAWS.”
13
(e) Each DBL
Shareholder acknowledges that neither the SEC, nor the securities regulatory
body of any state or other jurisdiction, has received, considered or passed upon
the accuracy or adequacy of the information and representations made in this
Agreement.
(f) Each DBL
Shareholder acknowledges that he has carefully reviewed such information as he
has deemed necessary to evaluate an investment in Indestructible and its
securities, and with respect to each U.S. Shareholder, that all information
required to be disclosed to such DBL Shareholder under Regulation D has been
furnished to such DBL Shareholder by Indestructible. To the full
satisfaction of each DBL Shareholder, he has been furnished all materials that
he has requested relating to Indestructible and the issuance of the Exchange
Shares hereunder, and each DBL Shareholder has been afforded the opportunity to
ask questions of Indestructible’s representatives to obtain any information
necessary to verify the accuracy of any representations or information made or
given to the DBL Shareholders. Notwithstanding the foregoing, nothing
herein shall derogate from or otherwise modify the representations and
warranties of Indestructible set forth in this Agreement, on which each of the
DBL Shareholders have relied in making an exchange of his shares DBL for the
Exchange Shares.
(g) Each DBL
Shareholder understands that the Exchange Shares may not be sold, transferred,
or otherwise disposed of without registration under the Securities Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Exchange Shares or any available exemption from
registration under the Securities Act, the Exchange Shares may have to be held
indefinitely. Each DBL Shareholder further acknowledges that the
Exchange Shares may not be sold pursuant to Rule 144 promulgated under the
Securities Act unless all of the conditions of Rule 144 are satisfied
(including, without limitation, Indestructible’s compliance with the reporting
requirements under the Securities Exchange Act of 1934, as amended (“Exchange
Act”)).
(h) The DBL
Shareholder agrees that, notwithstanding anything contained herein to the
contrary, the warranties, representations, agreements and covenants of the DBL
Shareholder under this Section 3.06 shall survive the Closing.
Section
3.07 Additional Legend;
Consent. Additionally, the Exchange Shares will bear any legend required
by the “blue sky” laws of any state to the extent such laws are applicable to
the securities represented by the certificate so legended. Each of the DBL
Shareholders consents to Indestructible making a notation on its records or
giving instructions to any transfer agent of Exchange Shares in order to
implement the restrictions on transfer of the Exchange Shares.
ARTICLE
IV
PLAN
OF EXCHANGE
Section
4.01 The
Exchange. On
the terms and subject to the conditions set forth in this Agreement, on the
Closing Date, each of the DBL Shareholders who has elected to accept the
exchange offer described herein by executing this Agreement, shall assign,
transfer and deliver, free and clear of all liens, pledges, encumbrances,
charges, restrictions or known claims of any kind, nature, or description, the
number of shares of DBL set forth on the DBL Schedules attached hereto,
constituting all of the shares of DBL held by such shareholder; the objective of
such Exchange being the acquisition by Indestructible of not less than 100% of
the issued and outstanding shares of DBL. In exchange for the
transfer of such securities by the DBL Shareholders, Indestructible shall issue
to the DBL Shareholders, his affiliates or assigns, a total of 15,830,000 shares
pursuant to Table
1 attached hereto, representing 93.12% of the total common shares of
Indestructible, for all of the outstanding shares of DBL held by the DBL
Shareholders (the “Exchange Shares”). At
the Closing Date, each of the DBL Shareholders shall, on surrender of his
certificate or certificates representing his DBL shares to Indestructible or its
registrar or transfer agent, be entitled to receive a certificate or
certificates evidencing his proportionate interest in the Exchange
Shares.
14
Upon
consummation of the transaction contemplated herein, all of the issued and
outstanding shares of DBL shall be held by Indestructible. Upon consummation of
the transaction contemplated herein there shall be 17,000,000 Indestructible
common shares issued and outstanding.
Section
4.02 Cancellation of Certain
Shares of Indestructible Common Stock. Prior
to the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇, the majority shareholder of Indestructible,
will cancel a total number of 12,000,000 Indestructible common
shares.
Section
4.03 Additional
Consideration. On the Closing Date, in addition to the share
exchange as contemplated by Sections 4.01 and 4.02, DBL shall pay $325,000 (the
“Additional
Consideration”) to the Indestructible Shareholders. Of such
amount, $50,000 has previously been forwarded to ▇▇▇▇▇▇ & Jaclin, LLP as an
escrow deposit. Upon execution of this Agreement, DBL shall pay the
remainder of the Additional Consideration or $275,000 to Indestructible on the
Closing Date.
Section
4.04 Satisfaction of Present
Liabilities of Indestructible. At or prior to
the Closing Date, the liabilities and obligations of Indestructible as set forth
on Schedule 4.04 shall be satisfied by Indestructible (Indestructible is
entitled to use all or a portion of the proceeds from this Agreement to satisfy
these obligations). The present officers and directors of
Indestructible shall be released from any and all other liabilities related
thereto.
Section
4.05 Closing. The closing (the
“Closing” or
the “Closing
Date”) of the transactions contemplated by this Agreement shall occur
following the payment of the outstanding liabilities of Indestructible, which
may be paid from the proceeds at Closing, and upon the exchange of the shares of
Indestructible and DBL as described in Section 4.01 herein. Such Closing shall
take place at a mutually agreeable time and place, and be conditioned upon all
of the conditions of the Offering being met.
Section
4.06 Closing
Events. At the
Closing, Indestructible, DBL and the DBL Shareholders shall execute,
acknowledge, and deliver (or shall ensure to be executed, acknowledged, and
delivered), any and all certificates, opinions, financial statements, schedules,
agreements, resolutions, rulings or other instruments required by this Agreement
to be so delivered at or prior to the Closing, together with such other items as
may be reasonably requested by the parties hereto and their respective legal
counsel in order to effectuate or evidence the transactions contemplated
hereby.
Section
4.07 Termination. This
Agreement may be terminated by the Board of Directors of DBL or Indestructible
only in the event that Indestructible or DBL does not meet the conditions
precedent set forth in Articles VI and VII. If this Agreement is
terminated pursuant to this section, this Agreement shall be of no further force
or effect, and no obligation, right or liability shall arise
hereunder.
15
ARTICLE
V
SPECIAL
COVENANTS
Section
5.01 Access to Properties and
Records. Indestructible
and DBL will each afford to the officers and authorized
representatives of the other full access to the properties, books and records of
Indestructible or DBL , as the case may be, in order that each may have a full
opportunity to make such reasonable investigation as it shall desire to make of
the affairs of the other, and each will furnish the other with such additional
financial and operating data and other information as to the business and
properties of Indestructible or DBL, as the case may be, as the other shall from
time to time reasonably request. Without limiting the foregoing, as
soon as practicable after the end of each fiscal quarter (and in any event
through the last fiscal quarter prior to the Closing Date), each party shall
provide the other with quarterly internally prepared and unaudited financial
statements.
Section
5.02 Delivery of Books and
Records. At the
Closing, Indestructible shall deliver to DBL, the originals of the corporate
minute books, books of account, contracts, records, and all other books or
documents of Indestructible which is now in the possession of Indestructible or
its representatives.
Section
5.03 Third Party Consents and
Certificates. Indestructible
and DBL agree to cooperate with each other in order to obtain any required third
party consents to this Agreement and the transactions herein
contemplated.
Section
5.04 Designation of
Directors. After the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇ shall resign as
the sole director of Indestructible and Mr.▇▇▇▇▇▇▇▇ ▇▇▇ shall be appointed to
the Board of Directors of Indestructible. Each director shall hold
office until his successor has been duly elected and has qualified or until his
death, resignation or removal.
Section
5.05 Designation of
Officers. After the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇.
Day, Jr. shall resign from all their officer positions of Indestructible and the
persons as set forth below shall be appointed as Officers of
Indestructible:
|
Name
|
Position
|
|
|
▇▇▇▇▇▇▇▇
▇▇▇
|
President
and Chief Executive Officer
|
|
|
Xicai
Su
|
Chief
Operating Officer
|
|
|
▇▇
▇▇
|
Chief
Development Officer
|
Section
5.06 Indemnification.
(a) DBL
hereby agrees to indemnify Indestructible and each of the officers, agents and
directors of Indestructible as of the date of execution of this Agreement
against any loss, liability, claim, damage, or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing, or defending against any litigation, commenced or threatened, or any
claim whatsoever) (the “Loss”), to which it
or they may become subject arising out of or based on any inaccuracy appearing
in or misrepresentations made under Article I of this Agreement. The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement for one year following the Closing.
(b) The DBL
Shareholders agrees to indemnify Indestructible and each of the officers, agents
and directors of Indestructible as of the date of execution of this Agreement
against any Loss, to which it or they may become subject arising out of or based
on any inaccuracy appearing in or misrepresentations made under Article III of
this Agreement. The indemnification provided for in this paragraph
shall survive the Closing and consummation of the transactions contemplated
hereby and termination of this Agreement for one year following the
Closing.
(c) Indestructible
hereby agrees to indemnify DBL and each of the officers, agents, and directors
of DBL and the DBL Shareholders as of the date of execution of this Agreement
against any Loss to which it or they may become subject arising out of or based
on any inaccuracy appearing in or misrepresentation made under Article II of
this Agreement. The indemnification provided for in this paragraph
shall survive the Closing and consummation of the transactions contemplated
hereby and termination of this Agreement for one year following the
Closing.
16
Section
5.06 The Acquisition of
Indestructible Common Shares. Indestructible
and DBL understand and agree that the consummation of this Agreement including
the issuance of the Indestructible common shares to the DBL Shareholders in
exchange for the DBL Shares as contemplated hereby constitutes the offer and
sale of securities under the Securities Act and applicable state
statutes. Indestructible and DBL agree that such transactions shall
be consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes, which depend, among other items, on the
circumstances under which such securities are acquired.
(a) In
connection with the transaction contemplated by this Agreement, Indestructible
and DBL shall each file, with the assistance of the other and their respective
legal counsel, such notices, applications, reports, or other instruments as may
be deemed by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority in the
states where the shareholders of DBL reside unless an exemption requiring no
filing is available in such jurisdictions, all to the extent and in the manner
as may be deemed by such parties to be appropriate.
(b) In order
to more fully document reliance on the exemptions as provided herein, DBL, the
DBL Shareholders, and Indestructible shall execute and deliver to the other, at
or prior to the Closing, such further letters of representation, acknowledgment,
suitability, or the like as DBL or Indestructible and their respective counsel
may reasonably request in connection with reliance on exemptions from
registration under such securities laws.
(c) The DBL
Shareholders acknowledges that the basis for relying on exemptions from
registration or qualifications are factual, depending on the conduct of the
various parties, and that no legal opinion or other assurance will be required
or given to the effect that the transactions contemplated hereby are in fact
exempt from registration or qualification.
Section
5.07 Sales of Securities Under
Rule 144, If Applicable.
(a) Indestructible
will use its best efforts to at all times satisfy the current public information
requirements of Rule 144 promulgated under the Securities Act so that its
shareholders can sell restricted securities that have been held for one year or
more or such other restricted period as required by Rule 144 as it is from time
to time amended.
(b) Upon
being informed in writing by any person holding restricted stock of
Indestructible that such person intends to sell any shares under rule 144
promulgated under the Securities Act (including any rule adopted in substitution
or replacement thereof), Indestructible will certify in writing to such person
that it is compliance with Rule 144 current public information requirement to
enable such person to sell such person’s restricted stock under Rule 144, as may
be applicable under the circumstances.
(c) If any
certificate representing any such restricted stock is presented to
Indestructible’s transfer agent for registration or transfer in connection with
any sales theretofore made under Rule 144, provided such certificate is duly
endorsed for transfer by the appropriate person(s) or accompanied by a separate
stock power duly executed by the appropriate person(s) in each case with
reasonable assurances that such endorsements are genuine and effective, and is
accompanied by a legal opinion that such transfer has complied with the
requirements of Rule 144, as the case may be, Indestructible will promptly
instruct its transfer agent to register such transfer and to issue one or more
new certificates representing such shares to the transferee and, if appropriate
under the provisions of Rule 144, as the case may be, free of any stop transfer
order or restrictive legend.
17
Section
5.10 Payment of
Liabilities. Recognizing
the need to extinguish all existing liabilities of Indestructible prior to the
Exchange, DBL has indicated it will not enter into this Agreement unless
Indestructible has arranged for the payment and discharge of all of
Indestructible’s liabilities, including all of Indestructible’s accounts payable
and any outstanding legal fees incurred prior to the Closing
Date. Accordingly, Indestructible has agreed to arrange for the
payment and discharge of all such liabilities.
Section
5.11 Assistance with Post-Closing
SEC Reports and Inquiries. Upon the
reasonable request of DBL, after the Closing Date, ▇▇▇▇▇▇▇ ▇▇▇ shall use his
reasonable best efforts to provide such information available to it, including
information, filings, reports, financial statements or other circumstances of
Indestructible occurring, reported or filed prior to the Closing, as may be
necessary or required by Indestructible for the preparation of the reports that
Indestructible is required to file after Closing with the SEC to remain in
compliance and current with its reporting requirements under the Exchange Act,
or filings required to address and resolve matters as may relate to the period
prior to Closing and any SEC comments relating thereto or any SEC inquiry
thereof.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF INDESTRUCTIBLE
The
obligations of Indestructible under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following
conditions:
Section
6.01 Accuracy of Representations
and Performance of Covenants. The
representations and warranties made by DBL and DBL Shareholders in this
Agreement were true when made and shall be true at the Closing Date with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date (except for changes therein permitted by this
Agreement). DBL shall have performed or complied with all covenants
and conditions required by this Agreement to be performed or complied with by
DBL prior to or at the Closing. Indestructible shall be furnished
with a certificate, signed by a duly authorized executive officer of DBL and
dated the Closing Date, to the foregoing effect.
Section
6.02 Officer’s
Certificate. Indestructible
shall have been furnished with a certificate dated the Closing Date and signed
by a duly authorized officer of DBL to the effect that no litigation,
proceeding, investigation, or inquiry is pending, or to the best knowledge of
DBL threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement, or, to the
extent not disclosed in the DBL Schedules, by or against DBL, which might result
in any material adverse change in any of the assets, properties, business, or
operations of DBL.
Section
6.03 Approval by DBL
Shareholders. The
Exchange shall have been approved by the holders of not less than fifty and one
tenths percent (50.01%) of the shares, including voting power, of DBL, unless a
lesser number is agreed to by Indestructible.
Section
6.04 No Governmental
Prohibition. No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
6.05 Consents. All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of DBL after the Closing
Date on the basis as presently operated shall have been obtained.
18
Section
6.06 Other Items.
Indestructible shall have received such further opinions, documents,
certificates or instruments relating to the transactions contemplated hereby as
Indestructible may reasonably request.
ARTICLE
VII
CONDITIONS
PRECEDENT TO OBLIGATIONS OF DBL
AND
THE DBL SHAREHOLDERS
The
obligations of DBL and the DBL Shareholders under this Agreement are subject to
the satisfaction, at or before the Closing Date, of the following
conditions:
Section
7.01 Accuracy of Representations
and Performance of Covenants. The
representations and warranties made by Indestructible in this Agreement were
true when made and shall be true as of the Closing Date (except for changes
therein permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing
Date. Additionally, Indestructible shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by Indestructible.
Section
7.02 Closing
Certificate. DBL
shall have been furnished with certificates dated the Closing Date and signed by
duly authorized executive officers of Indestructible, to the effect that no
litigation, proceeding, investigation or inquiry is pending, or to the best
knowledge of Indestructible threatened, which might result in an action to
enjoin or prevent the consummation of the transactions contemplated by this
Agreement or, to the extent not disclosed in the Indestructible Schedules, by or
against Indestructible, which might result in any material adverse change in any
of the assets, properties or operations of Indestructible.
Section
7.03 Officer’s
Certificate. DBL shall have been furnished with certificates dated the
Closing Date and signed by duly authorized executive officers of Indestructible,
certifying that there are no existing liabilities as of the Closing Date and
that each representations and warranties of Indestructible contained in this
Agreement (i) shall have been true and correct as of the date of this Agreement
and (ii) shall be true and correct on and as of the Closing Date with the same
force and effect as if made on and as of the Closing.
Section
7.04 Legal Opinion. DBL
shall have been furnished with an opinion dated the Closing Date, from the legal
counsel of Indestructible, covering such matters as it relates to this Agreement
and the issuance of the Indestructible common shares and other matters
reasonably requested by DBL.
Section
7.05 Good Standing. DBL
shall have received a certificate of good standing from the Delaware Secretary
of State or other appropriate office, dated as of a date within ten days prior
to the Closing Date certifying that Indestructible is in good standing as a
company in the State of Delaware and has filed all tax returns required to have
been filed by it to date and has paid all taxes reported as due
thereon.
Section
7.06 No Governmental
Prohibition. No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
19
Section
7.07 Consents. All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of Indestructible after the
Closing Date on the basis as presently operated shall have been
obtained.
Section
7.08 Other
Items. DBL
shall have received further opinions, documents, certificates, or instruments
relating to the transactions contemplated hereby as DBL may reasonably
request.
ARTICLE
VIII
MISCELLANEOUS
Section
8.01 Brokers. Indestructible
and DBL agree that, except as set out on Schedule 8.01 attached hereto, there
were no finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution or consummation of this
Agreement. Indestructible and DBL each agree to indemnify the other
against any claim by any third person other than those described above for any
commission, brokerage, or finder’s fee arising from the transactions
contemplated hereby based on any alleged agreement or understanding between the
indemnifying party and such third person, whether express or implied from the
actions of the indemnifying party.
Section
8.02 Governing
Law. This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the matters
of state law, with the laws of the State of Delaware. Venue for all
matters shall be in New York, New York, without giving effect to principles of
conflicts of law thereunder. Each of the parties (a) irrevocably
consents and agrees that any legal or equitable action or proceedings arising
under or in connection with this Agreement shall be brought exclusively in the
federal courts of the United States. By execution and delivery of this
Agreement, each party hereto irrevocably submits to and accepts, with respect to
any such action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such party may
now or hereafter have to object to such jurisdiction.
Section
8.03 Notices. Any
notice or other communications required or permitted hereunder
shall be in writing and shall be sufficiently given if personally
delivered to it or sent by telecopy, overnight courier or registered mail or
certified mail, postage prepaid, addressed as follows:
| If to DBL, to: | ▇▇▇▇▇▇▇▇
▇▇▇
Scotia
Centre, 4th Floor,
P.
O. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇-▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
| With copies to: | ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇
& ▇▇▇▇▇▇, LLP
▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
|
|
| If to Indestructible, to: | ▇▇▇▇▇▇▇
▇▇▇
▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇.
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
|
|
| With copies to: | ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇
& ▇▇▇▇▇▇, LLP
▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
|
20
or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the day
after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.
Section
8.04 Attorney’s
Fees. In the
event that either party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing
party shall be reimbursed by the losing party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.
Section
8.05 Confidentiality. Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement. In the
event of the termination of this Agreement, each party shall return to the other
party all documents and other materials obtained by it or on its behalf and
shall destroy all copies, digests, work papers, abstracts or other materials
relating thereto, and each party will continue to comply with the
confidentiality provisions set forth herein.
Section
8.06 Public Announcements and
Filings. Unless
required by applicable law or regulatory authority, none of the parties will
issue any report, statement or press release to the general public, to the
trade, to the general trade or trade press, or to any third party (other than
its advisors and representatives in connection with the transactions
contemplated hereby) or file any document, relating to this Agreement and the
transactions contemplated hereby, except as may be mutually agreed by the
parties. Copies of any such filings, public announcements or
disclosures, including any announcements or disclosures mandated by law or
regulatory authorities, shall be delivered to each party at least one (1)
business day prior to the release thereof.
Section
8.07 Schedules;
Knowledge. Each
party is presumed to have full knowledge of all information set forth in the
other party’s schedules delivered pursuant to this Agreement.
Section
8.08 Third Party
Beneficiaries. This
contract is strictly between Indestructible and DBL, and, except as specifically
provided, no director, officer, stockholder (other than the DBL Shareholders),
employee, agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.
Section
8.09 Expenses. Subject
to Article VI and VII above, whether or not the Exchange is consummated, each of
Indestructible and DBL will bear their own respective expenses, including legal,
accounting and professional fees, incurred in connection with the Exchange or
any of the other transactions contemplated hereby.
Section
8.10 Entire
Agreement. This
Agreement represents the entire agreement between the parties relating to the
subject matter thereof and supersedes all prior agreements, understandings and
negotiations, written or oral, with respect to such subject matter.
21
Section
8.11 Survival;
Termination. The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of one year.
Section
8.12 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
8.13 Amendment or
Waiver. Every
right and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing. At
any time prior to the Closing Date, this Agreement may by amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance may be extended by a writing signed by the party or parties for
whose benefit the provision is intended.
Section
8.14 Best
Efforts. Subject
to the terms and conditions herein provided, each party shall use its best
efforts to perform or fulfill all conditions and obligations to be performed or
fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable. Each party also
agrees that it shall use its best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
this Agreement and the transactions contemplated herein.
[Signature
Pages Follow]
22
IN WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, as of the date first-above
written.
|
INDESTRUCTIBLE I,
INC.
|
||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇ | ||
| Title: Chief Executive Officer | ||
|
Indestructible
Shareholder:
|
||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇ | ||
|
DYNAMIC BHORIZON
LIMITED
|
||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇ ▇▇▇ | ||
| Title: Executive Director | ||
23
Approved
and Accepted by the DBL Shareholders:
|
Name
|
Signature
|
||
|
Super
Deal International Limited
Name: ▇▇▇▇▇▇▇▇
▇▇▇, Executed Director
|
/s/
▇▇▇▇▇▇▇▇ ▇▇▇
|
||
|
▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇ ▇▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇
▇▇▇▇
|
||
|
Fanbao
Guo
|
/s/
Fanbao
Guo
|
||
|
Zhe
Sun
|
/s/
Zhe
Sun
|
||
|
Wangyang
Song
|
/s/
Wangyang
Song
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇
▇▇▇
|
||
|
▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇
▇▇▇▇
|
||
|
Yang
Lu
|
/s/
Yang
Lu
|
||
|
▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇
▇▇▇▇▇
|
||
|
Zuquan
Wei
|
/s/
Zuquan
Wei
|
||
|
Anzheng
He
|
/s/
Anzheng
He
|
||
|
Bing
Dai
|
/s/
Bing
Dai
|
||
|
▇▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇
▇▇▇▇
|
24
|
▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇
▇▇▇▇▇
|
||
|
▇▇▇
▇▇▇
|
/s/
▇▇▇
▇▇▇
|
||
|
Xuedong
Song
|
/s/
Xuedong
Song
|
||
|
▇▇▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇
|
||
|
▇▇▇
▇▇▇▇
|
/s/
▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇
|
||
|
Yingzhi
Li
|
/s/
Yingzhi
Li
|
||
|
▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇
|
||
|
▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇
|
||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
||
|
▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇
▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇
▇▇
|
/s/
▇▇▇▇▇▇
▇▇
|
25
|
Yanran
Bian
|
/s/
Yanran
Bian
|
||
|
▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇
▇▇▇▇
|
||
|
Fei
Ding
|
/s/
Fei
▇▇▇▇
|
||
|
▇▇
▇▇▇
|
/s/
▇▇
▇▇▇
|
||
|
▇▇▇▇▇▇▇▇
▇▇
|
/s/
▇▇▇▇▇▇▇▇
▇▇
|
||
|
Xiangzhi
Zhang
|
/s/
Xiangzhi
▇▇▇▇▇
|
||
|
▇▇
▇▇▇▇
|
/s/
▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
||
|
▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇
▇▇▇▇
|
||
|
Binqi
Su
|
/s/
Binqi
Su
|
||
|
▇▇▇▇▇▇▇
▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇
|
||
|
▇▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇▇
▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇▇▇
|
||
|
You
Zhai
|
/s/
You
Zhai
|
||
|
▇▇
▇▇▇▇
|
/s/
▇▇
▇▇▇▇
|
||
|
▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇
▇▇▇▇
|
||
|
▇▇▇▇▇▇▇
▇▇▇▇
|
/s/
▇▇▇▇▇▇▇
▇▇▇▇
|
||
|
Chungang
Xia
|
/s/
Chungang
Xia
|
||
|
▇▇▇▇▇▇
▇▇▇
|
/s/
▇▇▇▇▇▇
▇▇▇
|
||
|
Jingle
Sun
|
/s/
Jingle
Sun
|
26
Table
1: Exchange Shares to be
Issued
|
Name
|
Number of shares
|
|
Super
Deal International Limited.
|
7,163,000
|
|
▇▇▇▇▇▇
▇▇▇▇
|
1,500,000
|
|
▇▇▇▇▇
▇▇▇▇
|
288,000
|
|
Fanbao
Guo
|
500,000
|
|
Zhe
Sun
|
500,000
|
|
Wangyang
Song
|
200,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇
|
30,000
|
|
▇▇▇▇▇
▇▇▇
|
10,000
|
|
▇▇▇▇▇▇
▇▇▇▇
|
20,000
|
|
▇▇▇▇
▇▇▇▇
|
40,000
|
|
Yang
Lu
|
5,000
|
|
▇▇▇▇
▇▇▇▇▇
|
5,000
|
|
Zuquan
Wei
|
10,000
|
|
Anzheng
He
|
90,000
|
|
Bing
Dai
|
40,000
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇
|
200,000
|
|
▇▇▇
▇▇▇▇▇
|
30,000
|
|
▇▇▇
▇▇▇
|
10,000
|
|
Xuedong
Song
|
100,000
|
|
▇▇▇▇▇▇▇
▇▇▇
|
10,000
|
|
▇▇▇
▇▇▇▇
|
50,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇
|
40,000
|
|
▇▇▇▇▇▇▇
▇▇▇
|
150,000
|
|
Yingzhi
Li
|
100,000
|
|
▇▇▇▇
▇▇▇▇
|
30,000
|
|
▇▇▇▇▇▇▇
▇▇▇
|
40,000
|
|
▇▇▇▇▇▇
▇▇▇▇
|
30,000
|
|
▇▇▇▇▇▇
▇▇▇▇
|
100,000
|
|
▇▇▇▇▇▇▇
▇▇▇
|
40,000
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
70,000
|
|
▇▇▇▇▇
▇▇▇
|
50,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇
|
100,000
|
27
|
▇▇▇▇▇▇
▇▇
|
50,000
|
|
Yanran
Bian
|
50,000
|
|
▇▇▇▇▇▇
▇▇▇▇
|
5,000
|
|
Fei
Ding
|
10,000
|
|
▇▇
▇▇▇
|
5,000
|
|
▇▇▇▇▇▇▇▇
▇▇
|
10,000
|
|
Xiangzhi
Zhang
|
10,000
|
|
▇▇
▇▇▇▇
|
200,000
|
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
10,000
|
|
▇▇▇▇
▇▇▇▇
|
10,000
|
|
Binqi
Su
|
10,000
|
|
▇▇▇▇▇▇▇
▇▇
|
3,000
|
|
▇▇▇▇▇▇
▇▇▇
|
5,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
10,000
|
|
You
Zhai
|
30,000
|
|
▇▇
▇▇▇▇
|
7,000
|
|
▇▇▇▇
▇▇▇▇
|
30,000
|
|
▇▇▇▇▇▇▇
▇▇▇▇
|
4,000
|
|
Chungang
Xia
|
50,000
|
|
▇▇▇▇▇▇
▇▇▇
|
2,950,000
|
|
Jingle
Sun
|
820,000
|
|
Total
|
15,830,000
|
28
DYNAMIC
BHORIZON LIMITED (“DBL”)
Share
Exchange Agreement
DBL
Schedules
March 25,
2010
Section
1.03
Subsidiaries
DBL owns 100% of the
issued and outstanding capital stock of Sichuan Xintai Pharmaceutical Co., Ltd.
(“Xintai”), which was incorporated as a limited liability company on November
25, 1999 under the laws of China. On January 11, 2010, Sichuan Provincial
Government approved DBL to acquire 100% shares of Xintai. On January 21, 2010,
Sichuang Administration for Industry and Commerce issued the new business
license of Xintai. With foregoing approval and license, Xintai has transformed
from a domestic company to a wholly foreign owned enterprise (“WFOE”).
Section
1.04
Financial Statements
Audited
financial statements for the years ending June 30, 2009 and June 30, 2008 and
the unaudited financial statements for the quarter ended December 31, 2009 are
attached.
Section
1.06
Options and Warrants
None.
Section
1.07
Absence of Certain Changes or Events
None.
Section
1.08
Litigation and Proceedings
None.
Section
1.09
Contracts
Xintai
has employment agreements with its current directors and officers Xicai Su, ▇▇
▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇.
29
INDESTRUCTIBLE
I, INC. (“Indestructible”)
Share
Exchange Agreement
Indestructible
Schedules
March 25,
2010
|
Section
2.04
Financial Statements
|
|
|
See
SEC filings.
|
|
|
Section
2.07
Absence of Certain Changes or
Events
|
|
|
None.
|
|
|
Section
2.08
Litigation and Proceedings
|
|
|
None.
|
|
|
Section
2.09
Contracts
|
|
|
None.
|
|
30