SHARE EXCHANGE AGREEMENT By and among RISE ELITE INTERNATIONAL LIMITED, WORLD THROUGH LIMITED and NATIONAL REALTY & MORTGAGE, INC. dated as of June 5, 2007
By
and among
RISE
ELITE INTERNATIONAL LIMITED,
WORLD
THROUGH LIMITED
and
NATIONAL
REALTY & MORTGAGE, INC.
dated
as of June 5, 2007
This
SHARE EXCHANGE AGREEMENT, dated as of June 5, 2007 (the “Agreement”)
by and
among RISE
ELITE INTERNATIONAL LIMITED, a BVI Business Company incorporated in the British
Virgin Islands (“ELITE”),
WORLD
THROUGH LIMITED, a BVI Business Company incorporated in the British Virgin
Islands (“WT”)
and a
wholly-owned subsidiary of ELITE, and NATIONAL REALTY & MORTGAGE, INC., a
Nevada corporation (“NRMG”).
WHEREAS,
ELITE owns 100% of the issued and outstanding capital stock of WT ("WT
Shares");
WHEREAS,
ELITE believes it is in its best interests to exchange the WT Shares for 210,886
shares of newly-designated Series A Convertible Preferred Stock, par value
$.001per share, of NRMG (the “NRMG
Shares”
or
the
“Purchase
Price”
as
used
in Section 8.1 hereof) and NRMG believes it is in its best interests to acquire
the WT Shares in exchange for NRMG Shares, upon the terms and subject to the
conditions set forth in this Agreement (the “Share
Exchange Transaction”);
WHEREAS,
it the intention of the parties that: (i) NRMG shall acquire 100% of the WT
Shares in exchange solely for the amount of NRMG Shares set forth herein; (ii)
said exchange of shares shall qualify as a tax-free reorganization under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”);
and
(iii) said exchange shall qualify as a transaction in securities exempt from
registration or qualification under the Securities Act of 1933, as amended
and
in effect on the date of this Agreement (the “Securities
Act”);
and
WHEREAS,
immediately following the consummation of the Share Exchange Transaction, NRMG
intends to enter into a private placement financing transaction with certain
accredited investors whereby NRMG will issue shares of newly-designated Series
B
Convertible Preferred Stock, par value $.001 per share, of NRMG and related
warrants for cash (the “Financing
Transaction”);
and
WHEREAS,
the parties hereto agree that the capitalization table upon which the
transactions contemplated by this Agreement and Financing Transaction are based
is set forth as Schedule
A
hereto.
NOW,
THEREFORE, in consideration of the mutual terms, conditions and other agreements
set forth herein, the parties hereto hereby agree as follows:
ARTICLE
I
EXCHANGE
OF SHARES FOR COMMON STOCK
Section
1.1 Agreement
to Exchange WT Shares for NRMG Shares.
On the
Closing Date (as hereinafter defined) and upon the terms and subject to the
conditions set forth in this Agreement, ELITE shall sell, assign, transfer,
convey and deliver the WT Shares to NRMG, and NRMG shall accept the WT Shares
from ELITE in exchange for the issuance to ELITE of the NRMG
Shares.
Section
1.2 Capitalization.
On the
Closing Date, immediately before the transactions to be consummated pursuant
to
this Agreement and the Securities Purchase Agreement, dated the date hereof
by
and among NRMG, Elite, Vision, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and certain
sellers parties thereto, NRMG shall have authorized (a) a total of 100,000,000
shares of Common Stock, par value $.001 per share, 6,472,766 shares of which
are
issued and outstanding, (b) a total of 1,000,000 shares of Class A Common Stock,
666,667 shares of which are issued and outstanding, and (c) 1,000,000 shares
of
Preferred Stock, $.001 par value per share (the “Preferred
Stock”),
none
of which has been issued and outstanding, but 400,000 shares shall have been
designated as Series A Convertible Preferred Stock (“Series
A Stock”)
and
400,000 shares shall have been designated as Series B Convertible Preferred
Stock (“Series
B Stock”).
Section
1.3 Closing.
The
closing of the exchange to be made pursuant to this Agreement (the "Closing")
shall
take place at 5:00 p.m. E.D.T. on the day the conditions to closing set forth
in
Articles V and VI have been satisfied or waived, or at such other time and
date
as the parties hereto shall agree in writing (the "Closing
Date"),
at
the offices of Guzov Ofsink, LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. At the Closing, ELITE shall deliver to NRMG the stock
certificates representing 100% of the WT Shares, duly endorsed in blank for
transfer or accompanied by appropriate stock powers duly executed in blank.
In
full consideration and exchange for the WT Shares, NRMG shall issue and exchange
with ELITE NRMG Shares.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF PARALLEL
NRMG
hereby represents, warrants and agrees that the statements in the following
paragraphs of this Section 2 are all true and complete as of the date hereof,
and will, except as contemplated by this Agreement, be true and complete as
of
the Closing Date as if first made on such date:
Section
2.1 Corporate
Organization
a. NRMG
is a
corporation duly organized, validly existing and in good standing under the
laws
of Nevada, and has all requisite corporate power and authority to own its
properties and assets and to conduct its business as now conducted and is duly
qualified to do business in good standing in each jurisdiction in which the
nature of the business conducted by NRMG or the ownership or leasing of its
properties makes such qualification and being in good standing necessary, except
where the failure to be so qualified and in good standing will not have a
material adverse effect on the business, operations, properties, assets,
condition or results of operation of NRMG (a "NRMG
Material Adverse Effect");
b. Copies
of
the Articles of Incorporation and By-laws of NRMG as well as the Certificates
of
Designation of the Series A Stock and the Series B Stock, with all amendments
thereto to the date hereof, have been furnished to ELITE, and such copies are
accurate and complete as of the date hereof. The minute books of NRMG are
current as required by law, contain the minutes of all meetings of the Board
of
Directors and shareholders of NRMG from its date of incorporation to the date
of
this Agreement, and adequately reflect all material actions taken by the Board
of Directors and shareholders of NRMG.
Section
2.2 Capitalization
of NRMG.
The
authorized capital stock of NRMG consists of (a) a total of 100,000,000 shares
of Common Stock, par value $.001 per share, 6,472,766 shares of which are issued
and outstanding, (b) a total of 1,000,000 shares of Class A Common Stock, par
value $.001 per share, 666,667 shares of which are issued and outstanding,
and
(c) 1,000,000 shares of Preferred Stock, $.001 par value per share (the
“Preferred
Stock”),
none
of which has been issued and outstanding, but 400,000 shares shall have been
designated as Series A Convertible Preferred Stock (“Series
A Stock”)
and
400,000 shares shall have been designated as Series B Convertible Preferred
Stock (“Series
B Stock”).
The
parties agree that they have been informed of the issuances of the NRMG Shares,
and that all such issuances of NRMG Shares pursuant to this Agreement will
be in
accordance with the provisions of this Agreement. All of the NRMG Shares to
be
issued pursuant to this Agreement have been duly authorized and will be validly
issued, fully paid and non-assessable and no personal liability will attach
to
the ownership thereof. Except as pursuant to the Financing Transaction and
the
Debentures (as hereafter defined), as of the date of this Agreement there are
and as of the Closing Date, there will be, no outstanding options, warrants,
agreements, commitments, conversion rights, preemptive rights or other rights
to
subscribe for, purchase or otherwise acquire any shares of capital stock or
any
un-issued or treasury shares of capital stock of NRMG.
Section
2.3 Subsidiaries
and Equity Investments.
NRMG
represents and warrants that (i) set forth on Schedule 2.3
is a
true and correct list of the entities in which NRMG, directly or indirectly,
owns capital stock or holds an equity or similar interest, together with their
respective jurisdictions of organization and the percentage of the outstanding
capital stock or other equity interests of such entity that is held by NRMG;
(ii) other than with respect to the entities listed on Schedule 2.3,
NRMG
does not, directly or indirectly, own any securities or beneficial ownership
interests in any other Person (including through joint ventures or partnership
arrangements) or have any investment in any other Person; (iii) NRMG and its
“Subsidiaries”
(which
for purposes of this Agreement means any entity in which NRMG or any of its
Subsidiaries, directly or indirectly, owns any of the capital stock, equity
or
similar interests or voting power of such entity at the date of this Agreement)
are entities duly organized and
validly existing and, except as set forth on Schedule
2.3,
in good
standing under the laws of the jurisdictions in which they are formed, and
have
the requisite power and authority to own their properties and to carry on their
business as now being conducted; and (iv) if applicable, each of NRMG and the
Subsidiaries is duly qualified as a foreign entity to do business and, to the
extent legally applicable, is in good standing in every jurisdiction in which
its ownership of property or the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse
effect
Section
2.4 Authorization
and Validity of Agreements.
NRMG
has all corporate power and authority to execute and deliver this Agreement,
to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by NRMG and
the consummation by NRMG of the transactions contemplated hereby have been
duly
authorized by all necessary corporate action of NRMG, and no other corporate
proceedings on the part of NRMG are necessary to authorize this Agreement or
to
consummate the transactions contemplated hereby.
Section 2.5 No
Conflict or Violation.
The
execution and delivery by such party of this Agreement does not, and the
performance by NRMG of its obligations under this Agreement and the consummation
of the transactions contemplated hereby will not, conflict with or result in
a
violation or breach of any of the terms, conditions or provisions of any other
agreement to which NRMG is a party. Neither NRMG, nor any subsidiary, is in
violation of, in conflict with, in breach of or in default under any term or
provision of, and no right of any party to accelerate, terminate, modify or
cancel has come into existence under, (i) its articles of incorporation or
by-laws (each as may have been amended, supplemented or restated), (ii) any
provision of any judgment, writ, injunction, decree or order to which the any
of
them is a party; or (iii) any law, statute, rule or regulation applicable to
any
of them.
Section
2.6 Consents
and Approvals.
No
consent, waiver, authorization or approval of any governmental or regulatory
authority, domestic or foreign, or of any other person, firm or corporation,
is
required in connection with the execution and delivery of this Agreement by
NRMG
or the performance by NRMG of its obligations hereunder.
Section
2.7 Material
Agreements.
NRMG
represents that NRMG is not a party to or bound by any contracts, including,
but
not limited to any:
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a.
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employment, advisory or consulting contract; |
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b.
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plan providing for employee benefits of any nature; |
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c.
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lease with respect to any property or equipment; |
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d.
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contract,
agreement, understanding or commitment for any future expenditure
in
excess of $1,000 in the aggregate;
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e.
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contract
or commitment pursuant to which it has assumed, guaranteed, endorsed,
or
otherwise become liable for any obligation of any other person, entity
or
organization;
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f.
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agreement
with any person relating to the dividend, purchase or sale of securities,
that has not been settled by the delivery or payment of securities
when
due, and which remains unsettled upon the date of the
Agreement.
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Section
2.8 No
Disagreements with Accountants and Lawyers.
NRMG
represents that there are no disagreements of any kind presently existing,
or
anticipated by NRMG to arise, between NRMG accountants and lawyers formerly
or
presently employed by NRMG. NRMG is current with respect to fees owed to its
accountants and lawyers.
Section
2.9 Disclosure.
This
Agreement and any certificate attached hereto or delivered in accordance with
the terms hereby by or on behalf of NRMG in connection with the transactions
contemplated by this Agreement, when taken together, do not contain any untrue
statement of a material fact or omit any material fact necessary in order to
make the statements contained herein and/or therein not misleading.
Section
2.10 Litigation.
NRMG
represents that (i) there is no action, suit, proceeding or investigation
pending or, to the best knowledge of NRMG, currently threatened against NRMG
or
any Subsidiary that may affect the validity of this Agreement or the right
of
the Sellers to enter into this Agreement or to consummate the transactions
contemplated hereby; (ii) there is no action, suit, proceeding or investigation
pending or, to the best knowledge of NRMG, currently threatened against NRMG
or
its Subsidiaries, before any court or by or before any governmental body or
any
arbitration board or tribunal, nor is there any judgment, decree, injunction
or
order of any court, governmental department, commission, agency, instrumentality
or arbitrator against NRMG or any of its Subsidiaries; (iii) NRMG and its
Subsidiaries are not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality; and (iv) there is no action, suit, proceeding or investigation
by NRMG or any Subsidiary currently pending or which NRMG intends to initiate.
When any reference to the “knowledge” or “best knowledge” of NRMG, CA or Sellers
is made in this Agreement, such terms shall mean the knowledge that would be
gained from due inquiry into the matters referenced.
Section
2.10 Financial
Statements.
NRMG
represents that (i) NRMG’s financial statements contained in its Filings, (the
“Financial
Statements”)
have
been prepared in accordance with U.S. GAAP applied on a consistent basis
throughout the periods indicated and with each other, except that the unaudited
Financial Statements do not contain all footnotes required by U.S. GAAP; (ii)
the Financial Statements fairly present the financial condition and operating
results of NRMG as of the dates, and for the periods, indicated therein, subject
to normal year-end audit adjustments; (iii) except as set forth in the Financial
Statements, NRMG has no material liabilities (contingent or otherwise); (iii)
NRMG is not a guarantor or indemnitor of any indebtedness of any other person,
firm or corporation; and (iv) NRMG maintains and will continue to maintain
a
standard system of accounting established and administered in accordance with
U.S. GAAP until Closing.
Section
2.11 Books
and Financial Records.
NRMG
represents that all the accounts, books, registers, ledgers, Board minutes
and
financial and other material records of whatsoever kind of each of NRMG and
its
Subsidiaries have been fully properly and accurately kept and completed; there
are no material inaccuracies or discrepancies of any kind contained or reflected
therein; and they give and reflect a true and fair view of the financial,
contractual and legal position of each company.
Section
2.12 Employee
Benefit Plans.
NRMG
represents that he Company does not have any “Employee Benefit Plan” as defined
in the U.S. Employee Retirement Income Security Act of 1974 or similar plans
under applicable laws.
Section
2.13 Tax
Returns, Payments and Elections.
NRMG
represents that (i) each of NRMG and its Subsidiaries has timely filed all
Tax
(as defined below) returns, statements, reports, declarations and other forms
and documents (including, without limitation, estimated tax returns and reports
and material information returns and reports) (“Tax
Returns”)
required pursuant to applicable law to be filed with any Tax Authority (as
defined below) (ii) all such Tax Returns are accurate, complete and correct
in
all material respects, and each of NRMG and its Subsidiaries has timely paid
all
Taxes due; and (iii) each of NRMG and its Subsidiaries has withheld or collected
from each payment made to each of its employees, the amount of all Taxes
(including, but not limited to, United States income taxes and other foreign
taxes) required to be withheld or collected therefrom, and has paid the same
to
the proper Tax Authority. For purposes of this Agreement, the following terms
have the following meanings: “Tax”
(and,
with correlative meaning, “Taxes” and “Taxable”) means any and all taxes
including, without limitation, (x) any net income, alternative or add-on minimum
tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, value added, net worth, license, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, environmental or
windfall profit tax, custom, duty or other tax, governmental fee or other like
assessment or charge of any kind whatsoever, together with any interest or
any
penalty, addition to tax or additional amount imposed by any United States,
local or foreign governmental authority or regulatory body responsible for
the
imposition of any such tax (domestic or foreign) (a “Tax
Authority”),
(y)
any liability for the payment of any amounts of the type described in (x) as
a
result of being a member of an affiliated, consolidated, combined or unitary
group for any taxable period or as the result of being a transferee or successor
thereof and (z) any liability for the payment of any amounts of the type
described in (x) or (y) as a result of any express or implied obligation to
indemnify any other person.
Section
2.14 Survival.
Each of
the representations and warranties set forth in this Article II shall be deemed
represented and made by NRMG at the Closing as if made at such time and shall
survive the Closing for a period terminating on the second anniversary of the
date of this Agreement.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF WT AND ELITE
Unless
otherwise indicated below, WT and ELITE, severally and not jointly, represents,
warrants and agrees, as to itself, that the statements in the following
paragraphs of this Section 3 are all true and complete as of the date hereof,
and will, except as contemplated by this Agreement, be true and complete as
of
the Closing Date as if first made on such date:
Section
3.1 Corporate
Organization.
WT
is a
company organized as a BVI Business Company under the laws of the British Virgin
Islands, is duly organized, validly existing and in good standing under the
laws
of the British Virgin Islands 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 to be conducted. WT is in possession of all
franchises, grants, authorizations, licenses, permits, easements, consents,
certificates, approvals and orders (“Approvals”)
necessary to own, lease and operate the properties it purports to own, operate
or lease and to carry on its business as it is now being conducted, and to
consummate the transactions contemplated under this Agreement, except where
the
failure to have such Approvals could not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the business,
operations, properties, assets, condition or results of operation of WT. WT
has
complete and correct copies of the articles of organization and bylaws or
similar governing, organization or charter documents (collectively referred
to
herein as "Charter
Documents").
WT is
not in violation of any of the provisions of its Charter Documents. The minute
books or the equivalent of WT 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 stockholders of WT
("Corporate
Records"),
since
the time of its organization. The ownership records of WT Shares are true,
complete and accurate records of the ownership of the WT Shares as of the date
of such records and contain all transfers of such Shares since the time of
WT’s
organization (“Share Records”).
Section
3.2 Capitalization
of WT; Title to the WT Shares.
On the
Closing Date, immediately before the transactions to be consummated pursuant
to
this Agreement, WT shall have authorized 10,000 WT Shares, of which 10,000
WT
Shares will be issued and outstanding. The WT Shares are the sole outstanding
shares of capital stock of WT, and there are no outstanding options, warrants,
agreements, commitments, conversion rights, preemptive rights or other rights
to
subscribe for, purchase or otherwise acquire any shares of capital stock or
any
un-issued or treasury shares of capital stock of WT.
Section
3.3 Subsidiaries
and Equity Investments; Assets.
Each of
the subsidiaries and affiliated companies of WT are set forth on Schedule 3.3.
Section
3.4 Authorization
and Validity of Agreements.
WT has
all corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by WT and
the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action and no other corporate proceedings on the
part
of WT are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. ELITE has approved this Agreement on behalf
of
WT and no other stockholder approvals are required to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by ELITE and the consummation of the transactions contemplated hereby by Elite
have been duly authorized by all necessary action by Elite and no other
proceedings on the part of WT or ELITE are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby.
Section
3.5 No
Conflict or Violation.
The
execution, delivery and performance of this Agreement by WT or ELITE does not
and will not violate or conflict with any provision of the Charter Documents
of
WT, and does not and will not violate any provision of law, or any order,
judgment or decree of any court or other governmental or regulatory authority,
nor violate, result in a breach of or constitute (with due notice or lapse
of
time or both) a default under or give to any other entity any right of
termination, amendment, acceleration or cancellation of any contract, lease,
loan agreement, mortgage, security agreement, trust indenture or other agreement
or instrument to which WT or ELITE is a party or by which it is bound or to
which any of its respective properties or assets is subject, nor result in
the
creation or imposition of any lien, charge or encumbrance of any kind whatsoever
upon any of the properties or assets of WT or ELITE, nor result in the
cancellation, modification, revocation or suspension of any of the licenses,
franchises, permits to which WT or ELITE is bound.
Section
3.6 Investment
Representations.
(a)
The
NRMG Shares will be acquired hereunder solely for the account of ELITE, for
investment, and not with a view to the resale or distribution thereof. ELITE
understands and is able to bear any economic risks associated with such
investment in the NRMG Shares. ELITE has had full access to all the information
it considers necessary or appropriate to make an informed investment decision
with respect to the NRMG Shares to be acquired under this Agreement. ELITE
further has had an opportunity to ask questions and receive answers from ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the holders of NRMG’s 8% Series SPD Senior
Subordinated Convertible Redeemable Debentures Due October 17, 2003 (the
“Debentures”) regarding NRMG. ELITE is an “accredited investor” (as such term is
defined in Rule 501(a) of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act).
(b)
No
offer to enter into this Agreement has been made by NRMG to ELITE in the United
States. None of ELITE, any of its affiliate, or any person acting on behalf
of
ELITE or any behalf of any such affiliate, has engaged or will engage in any
activity undertaken for the purpose of, or that reasonably could be expected
to
have the effect of, conditioning the markets in the United States for the NRMG
Shares, including, but not limited to, effecting any sale or short sale of
securities through ELITE, or any of its affiliate prior to the expiration of
any
restricted period contained in Regulation S promulgated under the Securities
Act
(any such activity being defined herein as a “Directed
Selling Effort”).
To
the best knowledge of ELITE, this Agreement and the transactions contemplated
herein are not part of a plan or scheme to evade the registration provisions
of
the Securities Act, and the NRMG Shares are being acquired for investment
purposes by ELITE. ELITE agrees that all offers and sales of NRMG Shares from
the date hereof and through the expiration of the any restricted period set
forth in Rule 903 of Regulation S (as the same may be amended from time to
time
hereafter) shall not be made to U.S. Persons or for the account or benefit
of
U.S. Persons and shall otherwise be made in compliance with the provisions
of
Regulation S and any other applicable provisions of the Securities Act. Neither
ELITE nor the representatives of ELITE have conducted any Directed Selling
Effort as that term is used and defined in Rule 902 of Regulation S and neither
ELITE nor any representative of ELITE will engage in any such Directed Selling
Effort within the United States through the expiration of any restricted period
set forth in Rule 903 of Regulation S.
Section
3.7 Brokers’
Fees. ELITE
does not have any liability to pay any fees or commissions or other
consideration to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement.
Section
3.8 Disclosure.
This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereby by or on behalf of WT or ELITE in connection
with the transactions contemplated by this Agreement, when taken together,
do
not contain any untrue statement of a material fact or omit any material fact
necessary in order to make the statements contained herein and/or therein not
misleading.
Section
3.9 Survival.
Each of
the representations and warranties set forth in this Article III shall be deemed
represented and made by WT and ELITE at the Closing as if made at such time
and
shall survive the Closing for a period terminating on the second anniversary
of
the date of this Agreement.
ARTICLE
IV
COVENANTS
Section
4.1 Certain
Changes and Conduct of Business.
a. From
and
after the date of this Agreement and until the Closing Date, NRMG shall conduct
its business solely in the ordinary course consistent with past practices and,
in a manner consistent with all representations, warranties or covenants of
NRMG, and without the prior written consent of WT, will not, except as required
or permitted pursuant to the terms hereof and the Financing
Transaction:
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i.
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make
any material change in the conduct of its businesses and/or operations
or
enter into any transaction other than in the ordinary course of business
consistent with past practices;
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ii.
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make
any change in its Charter Documents; issue any additional shares
of
capital stock or equity securities or grant any option, warrant or
right
to acquire any capital stock or equity securities or issue any security
convertible into or exchangeable for its capital stock or alter in
any
material term of any of its outstanding securities or make any change
in
its outstanding shares of capital stock or its capitalization, whether
by
reason of a reclassification, recapitalization, stock split or
combination, exchange or readjustment of shares, stock dividend or
otherwise;
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iii.
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A.
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incur,
assume or guarantee any indebtedness for borrowed money, issue any
notes,
bonds, debentures or other corporate securities or grant any option,
warrant or right to purchase any thereof, except pursuant to transactions
in the ordinary course of business consistent with past practices;
or
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B.
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issue
any securities convertible or exchangeable for debt or equity securities
of NRMG;
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iv.
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make
any sale, assignment, transfer, abandonment or other conveyance of
any of
its assets or any part thereof, except pursuant to transactions in
the
ordinary course of business consistent with past
practice;
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v.
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subject
any of its assets, or any part thereof, to any lien or suffer such
to be
imposed other than such liens as may arise in the ordinary course
of
business consistent with past practices by operation of law which
will not
have an NRMG Material Adverse
Effect;
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vi.
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acquire
any assets, raw materials or properties, or enter into any other
transaction, other than in the ordinary course of business consistent
with
past practices;
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vii.
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enter
into any new (or amend any existing) employee benefit plan, program
or
arrangement or any new (or amend any existing) employment, severance
or
consulting agreement, grant any general increase in the compensation
of
officers or employees (including any such increase pursuant to any
bonus,
pension, profit-sharing or other plan or commitment) or grant any
increase
in the compensation payable or to become payable to any employee,
except
in accordance with pre-existing contractual provisions or consistent
with
past practices;
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viii.
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make
or commit to make any material capital
expenditures;
|
|
ix.
|
pay,
loan or advance any amount to, or sell, transfer or lease any properties
or assets to, or enter into any agreement or arrangement with, any
of its
affiliates;
|
|
x.
|
guarantee
any indebtedness for borrowed money or any other obligation of any
other
person;
|
|
xi.
|
fail
to keep in full force and effect insurance comparable in amount and
scope
to coverage maintained by it (or on behalf of it) on the date
hereof;
|
|
xii.
|
take
any other action that would cause any of the representations and
warranties made by it in this Agreement not to remain true and correct
in
all material aspect;
|
|
xiii.
|
make
any material loan, advance or capital contribution to or investment
in any
person;
|
|
xiv.
|
make
any material change in any method of accounting or accounting principle,
method, estimate or practice;
|
|
xv.
|
settle,
release or forgive any claim or litigation or waive any
right;
|
|
xvi.
|
commit
itself to do any of the foregoing.
|
b. From
and
after the date of this Agreement, WT will:
|
1.
|
continue
to maintain, in all material respects, its properties in accordance
with
present practices in a condition suitable for its current
use;
|
|
2.
|
file,
when due or required, federal, state, foreign and other tax returns
and
other reports required to be filed and pay when due all taxes,
assessments, fees and other charges lawfully levied or assessed against
it, unless the validity thereof is contested in good faith and by
appropriate proceedings diligently
conducted;
|
|
3.
|
continue
to conduct its business in the ordinary course consistent with past
practices;
|
|
4.
|
keep
its books of account, records and files in the ordinary course and
in
accordance with existing practices;
and
|
|
5.
|
continue
to maintain existing business relationships with suppliers.
|
Section
4.2 Access
to Properties and Records.
WT
shall afford NRMG’s accountants, counsel and authorized representatives, and
NRMG shall afford to WT's accountants, counsel and authorized representatives
full access during normal business hours throughout the period prior to the
Closing Date (or the earlier termination of this Agreement) to all of such
parties’ properties, books, contracts, commitments and records and, during such
period, shall furnish promptly to the requesting party all other information
concerning the other party's business, properties and personnel as the
requesting party may reasonably request, provided that no investigation or
receipt of information pursuant to this Section 4.2 shall affect any
representation or warranty of or the conditions to the obligations of any party.
Section
4.3 Negotiations.
From
and after the date hereof until the earlier of the Closing or the termination
of
this Agreement, no party to this Agreement nor its officers or directors
(subject to such director's fiduciary duties) nor anyone acting on behalf of
any
party or other persons shall, directly or indirectly, encourage, solicit, engage
in discussions or negotiations with, or provide any information to, any person,
firm, or other entity or group concerning any merger, sale of substantial
assets, purchase or sale of shares of capital stock or similar transaction
involving any party except for the Financing Transaction. A party shall promptly
communicate to any other party any inquiries or communications concerning any
such transaction which they may receive or of which they may become aware
of.
Section
4.4 Consents
and Approvals.
The
parties shall:
|
i.
|
use
their reasonable commercial efforts to obtain all necessary consents,
waivers, authorizations and approvals of all governmental and regulatory
authorities, domestic and foreign, and of all other persons, firms
or
corporations required in connection with the execution, delivery
and
performance by them of this Agreement; and
|
|
ii.
|
diligently
assist and cooperate with each party in preparing and filing all
documents
required to be submitted by a party to any governmental or regulatory
authority, domestic or foreign, in connection with such transactions
and
in obtaining any governmental consents, waivers, authorizations or
approvals which may be required to be obtained connection in with
such
transactions.
|
Section
4.5 Public
Announcement.
Unless
otherwise required by applicable law, the parties hereto shall consult with
each
other before issuing any press release or otherwise making any public statements
with respect to this Agreement and shall not issue any such press release or
make any such public statement prior to such consultation.
Section
4.6 Stock
Issuance.
From
and after the date of this Agreement until the Closing Date, neither NRMG nor
WT
shall issue any additional shares of its capital stock, except that NRMG may
issue up to an aggregate of 165,432 shares of Series B Stock to certain
accredited investors in the Financing Transaction pursuant to the terms of
a
Stock Purchase Agreement by and among NRMG and such investors to be entered
into
on the Closing Date, a draft of which agreement is attached hereto as Exhibit
A.
Section
4.7 Notwithstanding
anything to the contrary contained herein, it is herewith understood and agreed
that both WT and NRMG may enter into and conclude agreements and/or financing
transactions as same relate to and/or are contemplated by any separate written
agreements either: (a) as part of or in connection with the Financing
Transaction, (b) annexed hereto as exhibits; or (c) entered into by NRMG with
WT
executed by both parties subsequent to the date hereof. These Agreements shall
become, immediately upon execution, part of this Agreement and subject to all
warranties, representations and conditions contained herein.
ARTICLE
V
CONDITIONS
TO OBLIGATIONS OF WT AND ELITE
The
obligations of WT and ELITE to consummate the transactions contemplated by
this
Agreement are subject to the fulfillment, at or before the Closing Date, of
the
following conditions, any one or more of which may be waived by both WT and
ELITE in their sole discretion:
Section
5.1 Representations
and Warranties of NRMG.
All
representations and warranties made by NRMG in this Agreement shall be true
and
correct on and as of the Closing Date as if again made by NRMG as of such date.
Section
5.2 Agreements
and Covenants.
NRMG
shall have performed and complied in all material respects to all agreements
and
covenants required by this Agreement to be performed or complied with by it
on
or prior to the Closing Date.
Section
5.3 Consents
and Approvals.
Consents, waivers, authorizations and approvals of any governmental or
regulatory authority, domestic or foreign, and of any other person, firm or
corporation, required in connection with the execution, delivery and performance
of this Agreement shall be in full force and effect on the Closing
Date.
Section
5.4 No
Violation of Orders.
No
preliminary or permanent injunction or other order issued by any court or
governmental or regulatory authority, domestic or foreign, nor any statute,
rule, regulation, decree or executive order promulgated or enacted by any
government or governmental or regulatory authority, which declares this
Agreement invalid in any respect or prevents the consummation of the
transactions contemplated hereby, or which materially and adversely affects
the
assets, properties, operations, prospects, net income or financial condition
of
NRMG shall be in effect; and no action or proceeding before any court or
governmental or regulatory authority, domestic or foreign, shall have been
instituted or threatened by any government or governmental or regulatory
authority, domestic or foreign, or by any other person, or entity which seeks
to
prevent or delay the consummation of the transactions contemplated by this
Agreement or which challenges the validity or enforceability of this
Agreement.
Section
5.5 Other
Closing Documents.
ELITE
shall have received such other certificates, instruments and documents in
confirmation of the representations and warranties of NRMG or in furtherance
of
the transactions contemplated by this Agreement as ELITE or its counsel may
reasonably request.
ARTICLE
VI
CONDITIONS
TO OBLIGATIONS OF NRMG
The
obligations of NRMG to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, at or before the Closing Date, of
the
following conditions, any one or more of which may be waived by NRMG in its
sole
discretion:
Section
6.1 Representations
and Warranties of WT and ELITE.
All
representations and warranties made by WT and ELITE in this Agreement shall
be
true and correct on and as of the Closing Date as if again made by WT and ELITE,
as applicable, on and as of such date.
Section
6.2 Agreements
and Covenants.
Each of
WT and ELITE shall have performed and complied in all material respects to
all
agreements and covenants required by this Agreement to be performed or complied
with by it on or prior to the Closing Date.
Section
6.3 Consents
and Approvals.
All
consents, waivers, authorizations and approvals of any governmental or
regulatory authority, domestic or foreign, and of any other person, firm or
corporation, required in connection with the execution, delivery and performance
of this Agreement, shall have been duly obtained and shall be in full force
and
effect on the Closing Date.
Section
6.4 No
Violation of Orders.
No
preliminary or permanent injunction or other order issued by any court or other
governmental or regulatory authority, domestic or foreign, nor any statute,
rule, regulation, decree or executive order promulgated or enacted by any
government or governmental or regulatory authority, domestic or foreign, that
declares this Agreement invalid or unenforceable in any respect or which
prevents the consummation of the transactions contemplated hereby, or which
materially and adversely affects the assets, properties, operations, prospects,
net income or financial condition of NRMG, taken as a whole, shall be in effect;
and no action or proceeding before any court or government or regulatory
authority, domestic or foreign, shall have been instituted or threatened by
any
government or governmental or regulatory authority, domestic or foreign, or
by
any other person, or entity which seeks to prevent or delay the consummation
of
the transactions contemplated by this Agreement or which challenges the validity
or enforceability of this Agreement.
Section
6.5 Other
Closing Documents.
NRMG
shall have received such other certificates, instruments and documents in
confirmation of the representations and warranties of WT and/or ELITE, as
applicable, or in furtherance of the transactions contemplated by this Agreement
as NRMG or its counsel may reasonably request.
ARTICLE
VII
TERMINATION
AND ABANDONMENT
Section
7.1 Methods
of Termination.
This
Agreement may be terminated and the transactions contemplated hereby may be
abandoned at any time before the Closing:
a. By
the
mutual written consent of ELITE, WT and NRMG;
b. By
NRMG,
upon a material breach of any representation, warranty, covenant or agreement
on
the part of WT or ELITE set forth in this Agreement, or if any representation
or
warranty of WT or ELITE shall become untrue, in either case such that any of
the
conditions set forth in Article VI hereof would not be satisfied (a
"WT/ELITE
Breach"),
and
such breach shall, if capable of cure, has not been cured within ten (10) days
after receipt by the party in breach of a notice from the non-breaching party
setting forth in detail the nature of such breach;
c. By
ELITE,
upon a material breach of any representation, warranty, covenant or agreement
on
the part of NRMG set forth in this Agreement, or, if any representation or
warranty of NRMG shall become untrue, in either case such that any of the
conditions set forth in Article V hereof would not be satisfied (a "NRMG
Breach"),
and
such breach shall, if capable of cure, not have been cured within ten (10)
days
after receipt by the party in breach of a written notice from the non-breaching
party setting forth in detail the nature of such breach;
d. By
either
NRMG or ELITE, if the Closing shall not have consummated before ninety (90)
days
after the date hereof; provided, however, that this Agreement may be extended
by
written notice of either ELITE or NRMG, if the Closing shall not have been
consummated as a result of NRMG or ELITE having failed to receive all required
regulatory approvals or consents with respect to this transaction or as the
result of the entering of an order as described in this Agreement; and further
provided, however, that the right to terminate this Agreement under this Section
7.1(d) shall not be available to any party whose failure to fulfill any
obligations under this Agreement has been the cause of, or resulted in, the
failure of the Closing to occur on or before this date.
e. By
either
ELITE or NRMG if a court of competent jurisdiction or governmental, regulatory
or administrative agency or commission shall have issued an order, decree or
ruling or taken any other action (which order, decree or ruling the parties
hereto shall use its best efforts to lift), which permanently restrains, enjoins
or otherwise prohibits the transactions contemplated by this
Agreement.
Section
7.2 Procedure
Upon Termination.
In the
event of termination and abandonment of this Agreement by ELITE or NRMG pursuant
to Section 7.1, written notice thereof shall forthwith be given to the other
parties and this Agreement shall terminate and the transactions contemplated
hereby shall be abandoned, without further action. If this Agreement is
terminated as provided herein, no party to this Agreement shall have any
liability or further obligation to any other party to this Agreement; provided,
however, that no termination of this Agreement pursuant to this Article VII
shall relieve any party of liability for a breach of any provision of this
Agreement occurring before such termination.
ARTICLE
VIII
POST-CLOSING
AGREEMENTS
Section
8.1 Purchase
Price Adjustment.
The
parties agree that the total Purchase Price shall be adjusted based on the
financial performance of NRMG on a consolidated basis for the fiscal year ended
December 31, 2007 following the Closing as follows (as used in this Agreement,
“Net
Income”
means
Net Income as defined in accordance with US GAAP and reported by NRMG in its
audited financial statements for the fiscal year ending December 31, 2007 (the
“2007
Financial Statements”)
plus
any
amounts that may have been recorded as charges or liabilities on the 2007
financial statements due to the application of EITF No. 00-19 that are
associated with (A) any outstanding Warrants of the Company, (B) any issuance
under a performance based stock incentive plan that was in existence on the
Closing Date or (C) the transactions contemplated under the Securities Escrow
Agreement dated the date hereof by and among the Company, Elite, Vision
Opportunity Master Fund, Ltd. and Loeb and Loeb, LLP, as escrow agent and
Section 8.1 of this Agreement):
|
a.
|
If
(i) the 2007 Net Income is equal to or greater than $7,000,000 but
is less
than $8,000,000, and (ii) Earnings Per Share is equal to or greater
than
$0.37 (calculated as set forth on Schedule I attached hereto), such
“Earnings Per Share” to be calculated by dividing the lesser of (i) Net
Income, or (ii) cash from operations reported by the Company in
accordance with US GAAP on
the 2007 Financial Statements plus
$1,000,000, by the aggregate number of shares of then outstanding
Common
Stock on a fully-diluted basis, which number shall include, without
limitation, the number of shares of Common Stock issuable upon conversion
of the Company’s then outstanding Preferred Stoke and the number of shares
of Common Stock issuable upon the exercise of any then outstanding
warrants or options of the Company excluding however (X) shares of
Common
Stock issuable upon conversion of any Series A Convertible Preferred
Stock
issued to the Principal Stockholder pursuant to this Section 8.1,
(Y)
shares of Common Stock issuable upon conversion of the Warrants and
the
Finder Warrant issued by the Company to ▇▇▇▇▇ Brothers, Inc. and/or
designees in connection with the Share Exchange Transaction and the
Financing Transaction; then 50,000 shares of Series A Stock (or 3,000,000
shares of Common Stock if Series A Stock shall have been converted
into
Common Stock) shall be issued to Elite or its designees by the Company
as
an adjustment to the Purchase Price.
|
|
b.
|
If
the 2007 Net Income is equal to or greater than $8,000,000 but is
less
than $9,000,000, and (ii) Earnings Per Share is equal to or greater
than
$0.42 (calculated as set forth on Schedule I attached hereto), then
100,000 shares of Series A Stock (or 6,000,000 shares of Common Stock
if
Series A Stock shall have been converted into Common Stock) shall
be
issued to Elite as an adjustment to the Purchase Price..
|
|
c.
|
If
the 2007 Net Income is equal to or greater than $9,000,000, and (iii)
Earnings Per Share is equal to or greater than $0.48 (calculated
as set
forth on Schedule I attached hereto), then 166,667 shares of Series
A
Stock (or 10,000,000 shares of Common Stock if Series A Stock shall
have
been converted into Common Stock shall be issued to Elite as an adjustment
to the Purchase Price..
|
|
d.
|
All
share numbers set forth in clauses a, b and c above shall be
proportionately adjusted in the event that NRMG consummates a stock
split
or combination or other recapitalization.
|
|
e.
|
NRMG
shall reserve shares of Series A Stock to be issued pursuant to this
Section 8.1 and/or shares of Common Stock issuable upon conversion
of such
Preferred Shares for issuance
hereunder.
|
Section
8.2 Consistency
in Reporting.
Each
party hereto agrees that if the characterization of any transaction contemplated
in this agreement or any ancillary or collateral transaction is challenged,
each
party hereto will testify, affirm and ratify that the characterization
contemplated in such agreement was the characterization intended by the party;
provided, however, that nothing herein shall be construed as giving rise to
any
obligation if the reporting position is determined to be incorrect by final
decision of a court of competent jurisdiction.
ARTICLE
IX
MISCELLANEOUS
PROVISIONS
Section
9.1 Survival
of Provisions.
The
respective representations, warranties, covenants and agreements of each of
the
parties to this Agreement (except covenants and agreements which are expressly
required to be performed and are performed in full on or before the Closing
Date) shall survive the Closing Date and the consummation of the transactions
contemplated by this Agreement, subject to Sections 2.14 and 3.9. In the event
of a breach of any of such representations, warranties or covenants, the party
to whom such representations, warranties or covenants have been made shall
have
all rights and remedies for such breach available to it under the provisions
of
this Agreement or otherwise, whether at law or in equity, regardless of any
disclosure to, or investigation made by or on behalf of such party on or before
the Closing Date.
Section
9.2 Publicity.
No
party shall cause the publication of any press release or other announcement
with respect to this Agreement or the transactions contemplated hereby without
the consent of the other parties, unless a press release or announcement is
required by law. If any such announcement or other disclosure is required by
law, the disclosing party agrees to give the non-disclosing parties prior notice
and an opportunity to comment on the proposed disclosure.
Section
9.3 Successors
and Assigns.
This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto
and their respective successors and assigns; provided, however, that no party
shall assign or delegate any of the obligations created under this Agreement
without the prior written consent of the other parties.
Section
9.4 Fees
and Expenses.
Except
as otherwise expressly provided in this Agreement, all legal and other fees,
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
fees,
costs or expenses.
Section
9.5 Notices.
All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been given or made if in writing and
delivered personally or sent by registered or certified mail (postage prepaid,
return receipt requested) to the parties at the following addresses:
If
to WT
or ELITE, to:
Rise
Elite International (BVI), Ltd.
c/o
Daqing Sunway Technology Co., Ltd.
Daqing
Hi-Tech Industry Development Zone
Daqing,
Helongjiang, Post Code 163316
People’s
Republic of China
Attention:
Dr. ▇▇▇▇▇ ▇▇▇▇, CFO
Tel:
▇▇-▇▇▇-▇▇▇▇▇▇▇
Fax:
▇▇-▇▇▇-▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇
with
copies to:
Guzov
Ofsink, LLC
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel.
No.:
(▇▇▇) ▇▇▇-▇▇▇▇, ext. 127
Fax
No.:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to
NRMG, to:
National
Realty and Mortgage, Inc
c/o
Daqing Sunway Technology Co., Ltd.
Daqing
Hi-Tech Industry Development Zone
Daqing,
Helongjiang, Post Code 163316
People’s
Republic of China
Attention:
Dr. ▇▇▇▇▇ ▇▇▇▇, CFO
Tel:
▇▇-▇▇▇-▇▇▇▇▇▇▇
Fax:
▇▇-▇▇▇-▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇
with
copies to:
Guzov
Ofsink, LLC
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel.
No.:
(▇▇▇) ▇▇▇-▇▇▇▇, ext. 127
Fax
No.:
(▇▇▇) ▇▇▇-▇▇▇▇
or
to
such other persons or at such other addresses as shall be furnished by any
party
by like notice to the others, and such notice or communication shall be deemed
to have been given or made as of the date so delivered or mailed. No change in
any of such addresses shall be effective insofar as notices under this Section
9.5 are concerned unless such changed address is located in the United States
of
America and notice of such change shall have been given to such other party
hereto as provided in this Section 9.5
Section
9.6 Entire
Agreement.
This
Agreement, together with the exhibits hereto, represents the entire agreement
and understanding of the parties with reference to the transactions set forth
herein and no representations or warranties have been made in connection with
this Agreement other than those expressly set forth herein or in the exhibits,
certificates and other documents delivered in accordance herewith. This
Agreement supersedes all prior negotiations, discussions, correspondence,
communications, understandings and agreements between the parties relating
to
the subject matter of this Agreement and all prior drafts of this Agreement,
all
of which are merged into this Agreement. No prior drafts of this Agreement
and
no words or phrases from any such prior drafts shall be admissible into evidence
in any action or suit involving this Agreement.
Section
9.7 Severability.
This
Agreement shall be deemed severable, and the invalidity or unenforceability
of
any term or provision hereof shall not affect the validity or enforceability
of
this Agreement or of any other term or provision hereof. Furthermore, in lieu
of
any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Agreement a provision as similar
in
terms to such invalid or unenforceable provision as may be possible so as to
be
valid and enforceable.
Section
9.8 Titles
and Headings.
The
Article and Section headings contained in this Agreement are solely for
convenience of reference and shall not affect the meaning or interpretation
of
this Agreement or of any term or provision hereof.
Section
9.9 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which together shall be considered one and the
same agreement.
Section
9.10 Convenience
of Forum; Consent to Jurisdiction.
The
parties to this Agreement, acting for themselves and for their respective
successors and assigns, without regard to domicile, citizenship or residence,
hereby expressly and irrevocably elect as the sole judicial forum for the
adjudication of any matters arising under or in connection with this Agreement,
and consent and subject themselves to the jurisdiction of, the courts of the
State of New York located in County of New York, and/or the United States
District Court for the Southern District of New York, in respect of any matter
arising under this Agreement. Service of process, notices and demands of such
courts may be made upon any party to this Agreement by personal service at
any
place where it may be found or giving notice to such party as provided in
Section 9.5.
Section
9.11 Enforcement
of the Agreement.
The
parties hereto agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches
of
this Agreement and to enforce specifically the terms and provisions hereto,
this
being in addition to any other remedy to which they are entitled at law or
in
equity.
Section
9.12 Governing
Law.
This
Agreement shall be governed by and interpreted and enforced in accordance with
the laws of the State of New York without giving effect to the choice of law
provisions thereof.
Section
9.13 Amendments
and Waivers.
No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the parties hereto.. No waiver by
any
party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior
or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
EXHIBIT
A
Series
B
Convertible Preferred Stock Purchase Agreement
[OMITTED]
Schedule
2.3
Subsidiaries
of NRMG
None
Schedule
3.3
|
Subsidiary
of WT
|
WT’s
Equity Interest
|
|
| Sunway World Through Technology (Daqing) Co., Ltd. | 100% |
Schedule
A