Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Telidyne, Inc. | f8k011310_highland.htm |
| EX-16.1 - LETTER FROM MICHAEL F. CRONIN - Telidyne, Inc. | f8k011310ex16_highland.htm |
| EX-10.2 - REPURCHASE AGREEMENT - Telidyne, Inc. | f8k011310ex10ii_highland.htm |
Exhibit
10.1
SHARE
PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT,
made and entered into as of this 13th day
of January, 2010 (the “Agreement”), by and
among Highland Ridge, Inc., a Delaware corporation with its principal place of
business located at 330 Clematis Street, Suite 217, West Palm Beach, Florida,
33401 (the “Company”) and the
individuals set forth on Schedule A (the
“Purchasers”)
and Michael Anthony, the sole officer and director of the Company, with an
address at 330 Clematis Street, Suite 217, West Palm Beach, Florida 34401
(“Anthony”) for the limited purposes specifically set forth herein.
WITNESSETH:
WHEREAS, the Company is a
publicly traded corporation on the Over-The-Counter Bulletin Board (the “OTCBB”);
WHEREAS, the Company wishes to
sell an aggregate of 10,880,000 shares (the “Shares”) of the Company’s common
stock, par value $.001 per share (“Common Stock”) to the Purchasers;
and
WHEREAS, the Purchasers desire
to purchase the Shares (the “Acquired Shares”)
pursuant to the terms and conditions set forth herein; and
NOW, THEREFORE, in
consideration of the premises and of the covenants, representations, warranties
and agreements herein contained, the parties have reached the following
agreement with respect to the sale by the Company of the Acquired Shares to the
Purchasers:
ARTICLE
I
REPRESENTATIONS,
COVENANTS AND WARRANTIES OF
THE
COMPANY
As an inducement to and to obtain the
reliance of the Purchasers, the Company represents and warrants as
follows:
Section 1.1 Organization. The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of Delaware and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation in
the jurisdiction in which the character and location of the assets owned by it
or the nature of the business transacted by it requires
qualification. Included in the Schedules attached hereto (hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof. The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of the articles of incorporation or bylaws of the
Company. The Company has full power, authority and legal right and
has taken all action required by law, its articles of incorporation, its bylaws
or otherwise to authorize the execution and delivery of this Agreement.
Section 1.2 Capitalization. The
authorized capitalization of the Company consists of 300,000,000 shares of
common stock, par value $0.001 per share; and 10,000,000 shares of preferred
stock, par value $0.001 per share. As of the date hereof, the Company
has 10,987,131 common shares issued and outstanding.
All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in violation of
the preemptive or other rights of any person. There are no warrants
or options authorized or issued.
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Section 1.3 Subsidiaries. The
Company has no subsidiaries.
Section 1.4 Tax Matters:
Books and Records.
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(a)
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The
books and records, financial and others, of the Company are in all
material respects complete and correct and have been maintained in
accordance with good business accounting practices;
and
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(b)
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The
Company has no liabilities with respect to the payment of any country,
federal, state, county, or local taxes (including any deficiencies,
interest or penalties); and
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(c)
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The
Company shall pay all outstanding liabilities at or prior to the execution
of this Agreement.
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Section 1.5 Litigation and
Proceedings. There are no actions, suits, proceedings or
investigations pending or threatened by or against or affecting the Company 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 that would have a material adverse affect on the business, operations,
financial condition or income of the Company. The Company is not in
default with respect to any judgment, order, writ, 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
1.6 Material Contract
Defaults. The Company is not in default in any material
respect under the terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations, properties, assets or
condition of the Company, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which the Company has not taken adequate steps to prevent such a default from
occurring.
Section
1.7 Information. The information
concerning the Company as set forth in this Agreement and the attached 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.
Section
1.8 Title and Related Matters. the Company does not
have substantial assets, however, if any, the Company has good and
marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interest in properties and assets, real and personal
(collectively, the “Assets”) free and
clear of all liens, pledges, charges or encumbrances. the Company
owns free and clear of any liens, claims, encumbrances, royalty interests or
other restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with the Company’s
business. No third party has any right to, and the Company has
not received any notice of infringement of or conflict with asserted rights of
other with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly on in the aggregate, if the subject of an unfavorable decision
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of the Company or any material
portion of its properties, assets or rights.
2
Section
1.9 Contracts. On the closing
date:
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(a)
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There
are no material contracts, agreements, franchises, license agreements, or
other commitments to which the Company is a party or by which it or any of
its properties are bound;
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(b)
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the
Company is not a party to any contract, agreement, commitment or
instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award materially and
adversely affects, or in the future may (as far as the Company can now
foresee) materially and adversely affect, the business, operations,
properties, assets or conditions of the Company;
and
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(c)
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the
Company is not a party to any material 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, agreement or arrangement covered by Title IV of the
Employee Retirement Income Security Act, as amended;
(iii) agreement, contract or indenture relating to the
borrowing of money; (iv) guaranty of any obligation for the borrowing of
money or otherwise, excluding endorsements made for collection and other
guaranties, of obligations, which, in the aggregate exceeds $1,000; (v)
consulting or other contract with an unexpired term of more than one year
or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; and (vii) contract, agreement or other
commitment involving payments by it for more than $10,000 in the
aggregate.
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Section 1.10 Compliance
With Laws and Regulations. To the best of the
Company’s knowledge and belief, the Company 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
the Company or would not result in the Company incurring material
liability.
Section 1.11
Material Transactions or Affiliations. There are
no material contracts or agreements of arrangement between the Company and any
person, who was at the time of such contract, agreement or arrangement an
officer, director or person owning of record, or known to beneficially own ten
percent (10%) or more of the issued and outstanding common shares of the Company
and which is to be performed in whole or in part after the date
hereof. The Company has no commitment, whether written or oral, to
lend any funds to, borrow any money from or enter into material transactions
with any such affiliated person.
Section 1.12
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, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which the Company is a party or to which
any of its properties or operations are subject.
Section 1.13 Governmental
Authorizations. The Company has
all licenses, franchises, permits or other governmental authorizations legally
required to enable it to conduct its business in all material respects as
conducted on the date hereof. Except for compliance with federal and
state securities and corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by the Company of this Agreement and the consummation
of the transactions contemplated hereby.
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ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES
OF
THE PURCHASERS
As an inducement to, and to obtain the
reliance of the Company, the Purchasers represent and warrant as
follows:
Section 2.1 Authorization and
Power. Each Purchaser has the requisite power and authority to
enter into and perform this Agreement and to purchase the shares being sold to
it hereunder. The execution, delivery and performance of this
Agreement by such Purchaser and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate or partnership action, and no further consent or authorization of such
Purchaser or its Board of Directors, stockholders, partners, members, as the
case may be, is required. This Agreement has been duly authorized,
executed and delivered by such Purchaser and constitutes, or shall constitute
when executed and delivered, a valid and binding obligation of such Purchaser
enforceable against such Purchaser in accordance with the terms thereof.
Section 2.2 No Conflicts. The
execution and delivery of this Agreement by the Purchasers and the performance
by the Purchasers 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
Purchasers and (c) will not violate or breach any contractual obligation to
which the Purchasers are a party.
Section 2.3 Purchase Entirely for Own Account.
The Acquired Shares proposed to be acquired by each Purchaser 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 Purchaser has no present
intention of selling or otherwise distributing the Acquired Shares, except in
compliance with applicable securities laws.
Section 2.4 Acquired Shares
for Investment.
(a) Each
Purchaser is acquiring the Acquired Shares for investment for its 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 Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the
same. Each Purchaser 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 Acquired Shares.
(b) Each
Purchaser 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 the Company and its securities.
(c) Each
Purchaser 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 Acquired Shares are not registered
under the Securities Act and that the issuance thereof to such Purchaser 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 Acquired 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:
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“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
Purchaser who is a “U.S. Person” as defined in Rule 902(k) of Regulation S (each
a “U.S.
Shareholder”) understands that the Acquired Shares are not registered
under the Securities Act and that the issuance thereof to such Purchaser 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 Purchaser otherwise meets the
suitability requirements of Regulation D and Section 4(2) of the Securities Act
(“Section
4(2)”). Each
certificate representing the Acquired Shares issued to such Purchaser 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.”
(e) Each
Purchaser acknowledges that he has carefully reviewed such information as he has
deemed necessary to evaluate an investment in the Company and its securities,
and with respect to each U.S. Shareholder, that all information required to be
disclosed to such Purchaser under Regulation D has been furnished to such
Purchaser by the Company. To the full satisfaction of each Purchaser,
he has been furnished all materials that he has requested relating to the
Company and the issuance of the Acquired Shares hereunder, and each Purchaser
has been afforded the opportunity to ask questions of the representatives of the
Company to obtain any information necessary to verify the accuracy of any
representations or information made or given to the
Purchasers. Notwithstanding the foregoing, nothing herein shall
derogate from or otherwise modify the representations and warranties of the
Company set forth in this Agreement, on which each Purchaser has relied in
making an purchase of the Acquired Shares.
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(f) Each
Purchaser understands that the Acquired 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 Acquired Shares or any available exemption from
registration under the Securities Act, the Acquired Shares may have to be held
indefinitely. Each Purchaser further acknowledges that the Acquired
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, compliance with the reporting requirements under the Securities
Exchange Act of 1934, as amended (“Exchange
Act”)).
ARTICLE
III
THE
TRANSACTION
Section 3.1 Purchase Price. The Company
hereby agrees to sell to the Purchasers, in reliance on the representations and
warranties contained herein, and subject to the terms and conditions of this
Agreement, and the Purchasers agree to purchase from the Company 10,880,000
shares of common stock of the Company (the “Acquired Shares”) for
a total purchase price of $225,000 (the “Purchase Price”),
payable in full to the Company according to the terms of this Agreement, in
United States currency as directed by the Company at the closing.
Section 3.2 Transfer
of Shares. At the closing date, the Company shall deliver to the
Purchasers as set forth on Schedule A a
certificate(s) representing the Shares purchased by such Purchasers, in the name
of such Purchasers, as shall be effective to vest in each such Purchasers all
right, title and interest in the Shares.
Section 3.3
Events Prior to
Closing. Upon execution hereof or as soon thereafter as
practical, management of the Company and the Purchasers shall execute,
acknowledge and deliver (or shall cause 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, 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, subject only to the
conditions to closing referenced herein below.
Section 3.4 Closing. The
closing (“Closing
Date”) of the transactions contemplated by this Agreement shall be on the
date and at the time the transaction documents are executed
herewith. No later than one (1) business day following the Closing,
the Company shall complete the filing and mailing to Company stockholders of
Securities and Exchange Commission (“SEC”) Schedule 14f-1 with regard to the
proposed change in the Company’s board of directors (“Schedule
14f-1”).
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Section 3.5
Termination.
(a) This
Agreement may be terminated by the board of directors or majority interest of
shareholders of the Company or the Purchasers, respectively, at any time prior
to the Closing Date if:
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(i)
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there
shall be any action or proceeding before any court or any governmental
body which shall seek to restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgment of such board of
directors, made in good faith and based on the advice of its legal
counsel, makes it inadvisable to proceed with the exchange contemplated by
this Agreement; or
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(ii)
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any
of the transactions contemplated hereby are disapproved by any regulatory
authority whose approval is required to consummate such
transactions.
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In the event of termination pursuant
to Paragraph (a) of this Section 3.5, no obligation, right, or liability shall
arise hereunder and each party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.
(b) This
Agreement may be terminated at any time prior to the Closing Date by either
party if the other party shall fail to comply in any material respect with any
of its covenants or agreements contained in this Agreement or if any of the
representations or warranties contained herein shall be inaccurate in any
material respect. If this Agreement is terminated pursuant to
Paragraph (b) of this Section 3.5, no obligation, right, or liability shall
arise hereunder and each party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.
Section 3.6 Directors of the Company. At
the Closing, Anthony shall elect
Jiaojiao Jiao as an additional director to fill a currently existing vacancy,
and Anthony shall resign as President, Secretary, Treasurer and Chief Executive
Officer. Subject to his fiduciary duties, Anthony also agrees, at
Closing, to elect Jiaojiao Jiao
as the Company’s President and Secretary. Also at Closing Anthony shall
submit his resignation as a director, to be effective ten (10) days after the
filing and mailing to Company stockholders of the Schedule
14f-1. Each director shall hold office until his successor has been
duly elected and has qualified or until his death, resignation or
removal.
Section 3.7 Officers of the Company. After the Closing Date,
Michael Anthony shall resign from all his officer positions of the Company and
the persons listed on Schedule 3.7 shall be appointed as Officers of the
Company:
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Name
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Position
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Jiaojiao
Jiao
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President,
CEO, CFO, Secretary and Treasurer
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ARTICLE
IV
SPECIAL
COVENANTS
From the date of this Agreement to
Closing Date, the Company covenant the following:
Section 4.1 The
Company will furnish Purchasers with whatever corporate records and documents
are available, such as Articles of Incorporation and Bylaws, or any other
corporate document or record requested by the Purchasers.
Section 4.2 The
Company will not enter into any contract or business transaction, merger or
business combination, or incur any further debts or obligations without the
express written consent of the Purchasers.
Section 4.3 The
Company will not amend or change its Articles of Incorporation or Bylaws, or
issue any further shares or create any other class of shares in the Company
without the express written consent of the Purchasers.
Section 4.4 The
Company will not issue any stock options, warrants or other rights or interests
in or to its shares without the express written consent of the
Purchasers.
Section 4.5 The
Company will not encumber or mortgage any right or interest in his shares of the
common stock being sold to the Purchasers hereunder, and also he will not
transfer any rights to such shares of the common stock to any third party
whatsoever.
Section 4.6 The
Company will not declare any dividend in cash or stock, or any other
benefit.
Section 4.7 The
Company will not institute any bonus, benefit, profit sharing, stock option,
pension retirement plan or similar arrangement.
Section
4.8 The Company will obtain and submit to the
Purchasers resignations of current officers and directors.
Section
4.9 Anthony agrees to indemnify the Purchasers against
and to pay any loss, damage, expense or claim or other liability incurred or
suffered by the Purchaser by reason of the inaccuracy of any warranty or
representation contained in this Agreement for a period of up to twelve months
following the Closing of this Agreement.
ARTICLE
V
CONDITIONS
Section 5.1 The
obligations of the Company under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions:
(a) Accuracy
of Representations. The representations and warranties made by the
Purchasers 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 the Closing Date (except for changes therein permitted
by this Agreement), and the Purchasers shall have performed or compiled with all
covenants and conditions required by this Agreement to be performed or complied
with by the Purchasers prior to or at the Closing.
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Section 5.2 The
obligations of the Purchasers under this Agreement are subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:
(a) Accuracy
of Representations. The representations and warranties made by the
Company 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, and the Company shall have performed and complied with
all covenants and conditions required by this Agreement to be performed or
complied with by the Company prior to or at the Closing. The
Purchasers shall have been furnished with a certificate, signed by a duly
authorized executive officer of the Company and dated the Closing Date, to the
foregoing effect.
(b) No
Material Adverse Change. Prior to the Closing Date, there shall not
have occurred any material adverse change in the financial condition, business
or operations of nor shall any event have occurred which, with the lapse of time
or the giving of notice, may cause or create any material adverse change in the
financial condition, business or operations of the Company.
(c) 1934
Exchange Act Compliance. The Company must file any necessary reports
to become and stay current with its 1934 Exchange Act filings up to and
including the Closing Date. This shall include, but not be limited to, all
annual and quarterly filings.
ARTICLE
VI
MISCELLANEOUS
Section 6.1 Law, Forum and
Jurisdiction. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware, United States
of America. Each of the parties hereby irrevocably consents and
agrees that any legal or equitable action or proceeding arising under or in
connection with this Agreement shall be brought in the federal or state courts
located in the Palm Beach County in the State of Florida, by execution and
delivery of this Agreement, irrevocably submits to and accepts the jurisdiction
of said courts, (iii) waives any defense that such court is not a convenient
forum, and (iv) consent to any service of process made either (x) in the manner
set forth in this Agreement (other than by telecopier), or (y) any other method
of service permitted by law.
Section 6.2 Notices. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
If to the
Company:
Highland
Ridge, Inc.
Attn:
Michael Anthony
330
Clematis Street, Suite 217
West Palm
Beach, Florida, 33401
Tel:
(800) 341-2684
Fax:
If to the
Purchasers:
c/o Anslow & Jaclin,
LLP
Attn: Gregg E. Jaclin,
Esq.
195 Route 9 South, Suite
204
Manalapan, New Jersey
07726
Tel: (732) 409-1212
Fax: (732) 577-1188
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 as of the date so delivered, mailed or
telegraphed.
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Section 6.3 Attorneys’ Fees. In
the event that any party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys’ fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.
Section 6.4 Confidentiality. Each
party hereto agrees with the other party that, unless and until the transactions
contemplated by this Agreement have been consummated, they and their
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 is a matter of
public knowledge or is required by law to be published; and (ii) to the extent
that such data or information must be used or disclosed in order to consummate
the transactions contemplated by this Agreement.
Section 6.5 Third Party Beneficiaries.
This contract is solely between the Company and the Purchasers and except as
specifically provided, no director, officer, stockholder, employee, agent,
independent contractor or any other person or entity shall be deemed to be a
third party beneficiary of this Agreement. The Company and the
Purchaser acknowledge that immediately following this transaction the Company is
re-purchasing 10,880,000 shares of common stock from Corporate Services
International Profit Sharing and Century Capital Partners, LLC two entities
beneficially owned by Michael Anthony, our sole officer and director, for an
aggregate purchase price of two hundred and twenty-five thousand dollars
($225,000). In addition, parties acknowledge that an additional
$50,000 will be paid by the Purchasers to two (2) consultants for services
rendered in this transaction.
Section 6.6 Entire Agreement. This Agreement
represents the entire agreement between the parties relating to the subject
matter hereof. This Agreement alone fully and completely expresses
the agreement of the parties relating to the subject matter
hereof. There are no other courses of dealing, understanding,
agreements, representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a
written agreement signed by all parties hereto.
Section 6.7 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 twelve (12) months.
Section 6.8 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 6.9 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 be amended by a written consent 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 hereof
may be extended by a written consent by the party or parties for whose benefit
the provision is intended.
10
Section 6.10 Expenses. Each
party herein shall bear all of their respective costs and expenses incurred in
connection with the negotiation of this Agreement and in the consummation of the
transactions provided for herein and the preparation thereof.
Section 6.11 Headings;
Context. The headings of the sections and paragraphs contained
in this Agreement are for convenience of reference only and do not form a part
hereof and in no way modify, interpret or construe the meaning of this
Agreement.
Section 6.12 Severability. In
the event that any particular provision or provisions of this Agreement or the
other agreements contained herein shall for any reason hereafter be determined
to be unenforceable, or in violation of any law, governmental order or
regulation, such unenforceability or violation shall not affect the remaining
provisions of such agreements, which shall continue in full force and effect and
be binding upon the respective parties hereto.
Section 6.13 Execution Knowing and
Voluntary. In executing this Agreement, the parties severally
acknowledge and represent that each: (a) has fully and carefully read
and considered this Agreement; (b) has been or has had the opportunity to be
fully apprized by its attorneys of the legal effect and meaning of this document
and all terms and conditions hereof; (c) is executing this Agreement
voluntarily, free from any influence, coercion or duress of any
kind.
Section 6.14
Amendment. At any time after the
Closing Date, this Agreement may be amended by a writing signed by both parties,
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 hereof may be extended
by a writing signed by the party or parties for whose benefit the provision is
intended.
[Remainder of Page Intentionally Left
Blank]
[Signature Page
Follows]
11
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
duly authorized officers or representatives and entered into as of the date
first above written.
| The Company: | |
|
HIGHLAND
RIDGE, INC.
|
|
|
By:
|
/s/Michael
Anthony
|
|
Name:
|
Michael
Anthony
|
|
Title:
|
CEO
and Chairman
|
|
By:
|
/s/ Michael Anthony |
|
Name:
|
Michael
Anthony
|
12
Approved
and Accepted by the Purchasers:
|
Name
|
Signature
|
|
|
AMTT Digital A Limited
Name:
Jian Wu
Title:
Managing Director
|
/s/ Jian Wu
|
|
|
Jingxu
Wu
|
/s/ Jingxu Wu
|
|
|
Jianhua
Lu
|
/s/ Jianhua Lu
|
|
|
David
Daoyuan Zeng
|
/s/ David Daoyuan Zeng
|
|
|
Wanteng
Zheng
|
/s/ Wanteng Zheng
|
|
|
Lin
Yang
|
/s/ Lin
Yang
|
|
|
Yi
Liu
|
/s/ Yi Liu
|
|
|
JiaoJiao
Jiao
|
/s/ JiaoJiao Jiao
|
|
|
Suwen
Hu
|
/s/Suwen Hu
|
|
|
Ying
Liu
|
/s/ Ying Liu
|
|
|
Pamela
J. Schlesinger
|
/s/Pamela J.
Schlesinger
|
13
SCHEDULE
A
Issuance of the Acquired
Shares to the Purchasers
|
Name and Address
|
Number of shares
|
|
AMTT
Digital A Limited
|
4,130,000
|
|
Jingxu
Wu
|
270,000
|
|
Jianhua
Lu
|
270,000
|
|
David
Daoyuan Zeng
|
270,000
|
|
Wanteng
Zheng
|
270,000
|
|
Lin
Yang
|
270,000
|
|
Yi
Liu
|
300,000
|
|
JiaoJiao
Jiao
|
1,250,000
|
|
Suwen
Hu
|
1,250,000
|
|
Ying
Liu
|
2,490,129
|
|
Pamela
J. Schlesinger
|
109,871
|
|
Total
|
10,880,000
|
14