EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (the "Agreement"), entered into and effective as of this
28th day of November 2005, by and between Main Glory Holdings Ltd, a company
incorporated in Hong Kong (" Main Glory"), which owns Shaanxi Jialong Hi - Tech
Industries ( "Shaanxi Hi - Tech" ) a company organized under the laws of the
People's Republic of China ("PRC") and International Synergy Holding Co., Ltd.,
formerly known as Allied Artists Entertainment Group, Inc., a publicly-held
Nevada corporation, (ISYH).
BACKGROUND
The no par value common stock ("Common Stock") of ISYH is subject to the
reporting requirements of Section 12 (g) of the Securities Exchange Act of 1934
(the "Exchange Act"), and which shares are presently trading over-the-counter.
Historical ISYH financial statements and other reports are on file with the
Securities and Exchange Commission ("SEC") and can be found on the SEC's website
xxx.xxx.xxx/Xxxxx ("SEC Reports"), and are incorporated herein by reference (the
"ISYH Financials") attached hereto as EXHIBIT A .
Subject to all of the terms and conditions set forth in this Agreement, the
following is the agreement of the parties relative to the consummation of the
following transactions:
(a) ISYH is acquiring all of the issued and outstanding capital stock of Main
Glory on a share-for-share exchange utilizing ISYH's Common Stock; and,
(b) at the closing of the transactions contemplated herein ("Closing"), ISYH
will issue an aggregate of 63,811,443 (Sixty three million eight hundred eleven
thousand four hundred forty three ) shares of ISYH Common Stock to the
shareholders of Main Glory and third party consultants, in exchange for the
delivery to ISYH by the shareholders of Main Glory 100% of the issued and
outstanding shares of capital stock of Main Glory of whatever class; and,
(c) at Closing ISYH will file with the SEC, pursuant to the Exchange Act of (i)
Form 8-K within fifteen days after the Closing Date of this Agreement,
satisfying disclosure requirement of the transaction and attaching this
Agreement as an Exhibit thereto, and (within sixty days thereafter) filing an
amended Form 8-K/A in compliance with Regulation S-X containing the required
audited Pro-forma Consolidated Financial Statements Main Glory and (ii) an
instructional Proxy Statement of ISYH to vote upon (a) announcing the written
consent by the majority of the ISYH Shareholders to the election of nominees of
Main Glory to the Board of Directors of ISYH (thereby satisfying Rule 00x-0
xxxxx xxx 0000 Xxx), (x) the change in the name and symbol, from ISYH to a name
to be selected by the Shaanxi Shareholders, and (c) such other matters as may be
required.
NOW, THEREFORE, in consideration of the agreements, representations, warranties
and mutual covenants hereinafter set forth, and intending to be legally bound
hereby, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES:
(a) Representations of ISYH. ISYH represents, warrants, covenants and agrees as
follows, all of which are true and correct in all material respects as of the
date hereof and will be true and correct in all material respects as of the
Closing Date (as defined in Paragraph 3 hereof) with the same force and effect
as if then made:
(i) ISYH is a corporation duly organized and existing under Nevada law and is in
good standing in the State of Nevada, ISYH has all requisite power and authority
to conduct its business as it is now being conducted and to own or use the
properties and assets it purports to own or use and has no debts, liens,
judgements, taxes, obligations and/or contracts, outstanding or expected ;
(ii) The execution and delivery by ISYH of this Agreement and each other
agreement or instrument contemplated by this Agreement, the performance by ISYH
of its covenants and obligations under this Agreement,and the consummation by
ISYH of the transactions contemplated by this Agreement, have been authorized by
all necessary corporate action. Assuming due execution and delivery, this
Agreement constitutes the valid and legally binding obligation of ISYH and is
enforceable in accordance with its terms.
(iii) Neither the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated by this Agreement:
(i) violates any provisions of any of ISYH's organizational documents;
(ii) violates any statute, ordinance, law, writ, injunction, ruling,
regulation, order, judgment or decree of any court orgovernmental agency or
board ("Laws") by which ISYH or any of its assets or properties is bound, which
violation could reasonably be expected to have a material, adverse effect on the
financial position, results of operations or business of ISYH; or
(iii) conflicts with, violates, or will result in any breach of (or give
rise to any right of termination, cancellation, modification, amendment,
rescission, refusal to perform or acceleration of) any of the terms of, or
constitute a default under, or result in the creation of any lien pursuant to
the terms of, any note, bond, lease, mortgage, deed of trust, franchise,
guaranty, certificate of occupancy, indenture, license, permit, contract or
agreement ("Contracts") or other instrument or obligation to which ISYH is a
party or by which ISYH's assets are encumbered and which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect on the
financial position, results of operations or business of ISYH;
(iv) All of ISYH's financial statements, including, but not limited to,
ISYH's consolidated balance sheet (including the notes thereto), and the related
consolidated statement of income, changes in stockholders' equity and cash flow
for the Quarter Ended February 28, 2003, Commission File Number 000-12423 ("the
Supplemental Audited Financial Statements"), fairly present, in all material
respects, the financial condition and the results of operations, changes in
stockholders' equity and cash flow of ISYH as of the respective dates thereof
and for the accounting periods referenced therein, all in accordance with
generally accepted accounting principles and practices applied on a consistent
basis.
(b) Litigation. There is no suit, action or proceeding pending, or, to the
knowledge of ISYH , threatened against or affecting ISYH which is reasonably
likely to have a material adverse effect on ISYH , nor is there any judgment,
decree, injunction, rule or order of any Governmental Entity or arbitrator
outstanding against ISYH having, or which, insofar as reasonably can be
foreseen, in the future could have, any such effect.
(c) Tax Returns. ISYH has duly filed any tax reports and returns required to be
filed by it and has fully paid all taxes and other charges claimed to be due
from it by any federal, state or local taxing authorities. There are not now any
pending questions relating to, or claims asserted for, taxes or assessments
asserted upon ISYH .
(d) This Agreement and the information furnished by ISYH whether set forth in
this Agreement or in any filing made by ISYH under the Exchange Act, contains no
untrue statement of a material fact and does not omit to state a material fact
necessary to make the statements made not misleading.
(B) Representations of Main Glory.
Main Glory represents, warrants, covenants and agrees as follows, all of which
are true and correct in all material respects as of the date hereof and will be
true and correct in all material respects as of the Closing Date with the same
force and effect as if then made:
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(i) Main Glory is a corporation duly organized and existing under the laws of
Hong Kong and is in good standing in Hong Kong . Main Glory, has all requisite
power and authority to conduct its business as it is now being conducted and to
own or use the properties and assets it purports to own and use, Main Glory is
registered to do business in all jurisdictions where the failure to obtain such
registration could reasonably be expected to result in a material adverse effect
on the financial position, results of operations or business of Main Glory. Main
Glory is in compliance with all regulations applicable to the business conducted
by Main Glory;
(ii) The execution and delivery by Main Glory of this Agreement and each other
agreement or instrument contemplated by this Agreement, the performance by Main
Glory of its covenants and obligations under this Agreement, and the
consummation by Main Glory of the transactions contemplated by this Agreement,
have been authorized by all necessary corporate action. Assuming due execution
and delivery, the Agreement constitutes the valid and legally binding obligation
of Main Glory, and is enforceable in accordance with its terms;
(iii) Neither the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated by this Agreement:
(a) violates any provision of any of Main Glory organizational documents;
(b) violates any statute, ordinance, law, writ, injunction, ruling, regulation,
order, judgment or decree of any court or governmental agency or board ("Laws")
by which Main Glory, or any of its assets or properties is bound, which
violation could reasonably be expected to have a material adverse effect on the
financial position, results of operations or business of Main Glory; or,
(c) conflicts with, violates or will result in any breach of (or give rise to
any right of termination, cancellation, modification, amendment, rescission,
refusal to perform or acceleration of ) any of the terms of, or constitute a
default under, or result in the creation of any lien pursuant to the terms of,
any note, bond, lease, mortgage, deed of trust, franchise, guaranty, certificate
of occupancy, indenture, license, permit, contract or agreement ("Contracts") or
other instrument or obligation to which Main Glory,
is a party or by which Main Glory assets are encumbered and which, individually
or in the aggregate, could reasonably be expected to have a material adverse
effect on the financial position, results of operations or business of Main
Glory;
(C) Regarding Financial Statements. All of Main Glory's current assets are the
100% interest in Shaanxi Hi -Tech. All of Shaanxi Hi -Tech's financial
statements, including Shaanxi Hi -Tech's opening balance sheet (including the
notes thereto) (the "Shaanxi Hi -Tech Opening Financial Statements"), fairly
presents, in all material respects, the financial condition of Shaanxi Hi -Tech,
as of the date thereof, in accordance with generally accepted accounting
principles and practices, and is referred to herein as the "Shaanxi Hi -Tech
Financials", attached hereto as EXHIBIT A .
(D) No Omissions. This Agreement and the information furnished by Main Glory,
whether set forth in this Agreement or in any document, contains no untrue
statement of a material fact and does not omit to state a material fact
necessary to make the statements made not misleading.
2. CONDUCT OF THE BUSINESS.
Other than as contemplated by this Agreement, each of Main Glory and ISYH each
covenants and agrees that, from and after the date hereof and until Closing,
neither will:
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(A) Operation of its Business. Conduct its business, or introduce any material
change in its business practices or the accounting methods in respect of its
business, except in a manner consistent with prior practices; provided, however,
that nothing contained herein shall prevent Main Glory from acquiring additional
businesses in any manner satisfying the business judgment of Main Glory;
(B) Payment of Certain Indebtedness. Except in the ordinary course of business,
pay, discharge or liquidate any outstanding indebtedness or incur any obligation
not relating to the conduct of its business;
(C) Books and Records. Fail to maintain its books and records in accordance with
sound business practices, on a basis consistent with prior practice;
(D) No Solicitation. For a period of thirty (30) days from the date hereof (the
"Non-Solicitation Period"), neither directly nor indirectly,
(i) solicit or initiate any Acquisition Proposal (as hereinafter defined), or
(ii) engage in negotiations with, or disclose any non-public information
relating to it or afford access to its properties, books and records to any
person or entity in connection with any Acquisition Proposal. For purposes of
this Agreement, "Acquisition Proposal" means any offer or proposal for, or any
written indication on interest in, a merger, acquisition or other business
combination involving either Main Glory or ISYH, or the acquisition of any
equity interest in either Main Glory or ISYH, other than the transactions
contemplated by this Agreement; provided, however, that Main Glory is not
precluded from taking any action which, in its business judgment, furthers the
business of Main Glory and is entered into on terms consistent with this
Agreement; and
(iii) make any announcement or submit any filing(s) to the SEC without having
received the approval of the other party heretoany government or regulatory
authorities, stock exchanges or other third parties, if required to be made by
any parties hereto, without delivering to other party a draft of such
announcement and shall give such other party reasonable opportunity to comment
thereon, such consent shall not be unreasonably withheld.
3. CLOSING DATE.
Provided all conditions precedent have been satisfied, Closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of International Synergy Holding Co., Ltd., 00000 Xxxxxxxxxx Xx.,
Xxxxxx, XX 00000 XXX not more than two (2) days from the date hereof ( the
"Closing Date" ), or on such other date and at such other time and place as is
agreed, to in writing by the parties. Agreements may be delivered by facsimile
transmission to the parties, and shall be deemed to be received on the same day
as sent. Absent written confirmation to the contrary, this Agreement shall
automatically terminate in the event that all conditions precedent have not been
satisfied prior to the Closing Date.
4. CONDITIONS PRECEDENT TO THE OBLIGATION OF MAIN GLORY TO CLOSE.
The obligation of Main Glory and of each Main Glory shareholder to tender their
shares of Main Glory and consummate the transactions contemplated by this
Agreement, is subject to the satisfaction of the following conditions precedent,
any or all of which may be waived by Main Glory and by each Main Glory
Shareholder, and ISYH agrees to use commercially reasonable efforts to satisfy
each of the following conditions precedent at or prior to Closing:
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(A) Representations and Warranties. The representations and warranties made by
ISYH shall be true and correct as of the Closing Date with the same force and
effect as if then made. On the Closing Date, ISYH shall deliver to Main Glory a
certificate dated the Closing Date to such effect;
(B) Compliance with Covenants. All of the covenants and obligations required to
be performed by ISYH or with which ISYH is to comply at or prior to Closing,
must have been duly performed and complied with in all material respects;
(C) Other Certificates. Main Glory shall have received such other certificates,
instruments and other documents ( including but not limited to ISHY's complete
corporate books and records including any and all accounting work papers, cusip
numbers, ccc and cik codes, employee identification numbers, corporate
resolutions, officer and director resignations etc. ) in form and substance
satisfactory to Main Glory and its counsel, as Main Glory shall have reasonably
requested in connection with the consummation of the transactions contemplated
hereby; and,
(D) ISYH Capitalization. Giving effect to the shares of ISYH Common Stock to be
issued to the Main Glory Shareholders in exchange for the Main Glory Shares,
ISYH shall have issued and outstanding (i) no shares of its Preferred Stock and
(ii) not in excess of 70,000,000 ( Seventy Million ) shares of its Common Stock.
No shares of ISYH Common Stock shall be reserved for issuance for any purpose
whatsoever. All options, warrants, subscriptions receivable, intermediary
shares, and other rights to acquire shares of ISYH Common Stock shall have been
exercised, issued or cancelled. Giving effect to the 63,811,443 (Sixty three
million eight hundred eleven thousand four hundred forty three ) shares of ISYH
Common Stock to be issued to the Main Glory Shareholders and third party
consultants, the total capitalization of ISYH shall consist of no shares of
Preferred Stock and 70,000,000 ( Seventy Million ) shares of Common Stock of
ISYH being issued and outstanding.
5. CONDITIONS PRECEDENT TO THE OBLIGATION OF ISYH TO CLOSE.
The obligation of ISYH to close is subject to satisfaction of the following
conditions precedent, any one of which may be waived by ISYH in its sole
discretion, and, as to each of which,Main Glory agrees to use commercially
reasonable efforts to satisfy at or prior to Closing:
(A) Within one (1) day of the receipt by ISYH of the Shaanxi Hi -Tech Financials
Statements, ISYH shall have approved the Shaanxi Hi -Tech Financial Statements.
ISYH shall have also, within the same time frame, approved all other documents
or submissions delivered to ISYH by Main Glory, pursuant to this Agreement. Any
financial statements, documents or submission not disapproved within such one
(1) day period by ISYH shall be deemed to have been approved. Any basis for
disapproval shall be explicitly stated by ISYH;
(B) This Agreement and the obligations, representations and warranties of the
Main Glory shareholders described herein shall have been duly adopted or
ratified by the Main Glory shareholders pursuant to valid and legally binding
shareholder action; and ISYH shall be provided with a copy of resolutions duly
adopted by the Main Glory shareholders and certified by the Secretary of Main
Glory;
(C) The representations and warranties made by Main Glory herein shall be
correct as of the Closing Date with the same force and effect as if then made,
and Main Glory, shall deliver to ISYH a certificate dated the Closing Date to
such effect; and,
(D) Main Glory shall have obtained a consent, approval, authorization,
permission, waiver or exception which may be required from government or
regulatory authorities, stock exchange or other third parties which are
necessary or desirable in connection with the performance of this Agreement and
any of the transactions contemplated herein. See Exhibit A.
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(E) Main Glory shall have obtained an opinion of counsel , if necessary, dated
the Closing Date relating to the transactions contemplated by or referred to
hereon. See Exhibit A.
(F) Other Certificates. ISYH shall have received such other certificates,
instruments and other documents, in form and substance satisfactory to ISYH and
its counsel, as ISYH shall have reasonably requested in connection with the
consummation of the transactions contemplated hereby.
6. PROCEDURES AT CLOSING.
Provided all conditions precedent to Closing have been satisfied or waived, at
Closing each party shall execute and deliver such other instruments,
certificates, authorizations, releases, resolutions and documents as may be
necessary to effect the transactions described in or as is otherwise required by
this Agreement and the following shall occur:
(A) Issuance of ISYH Common Stock. ISYH shall issue and deliver to the Main
Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred
eleven thousand four hundred forty three ) shares of unregistered ISYH Common
Stock, fully paid and non-assessable, free and clear of all liens and
encumbrances of any kind, to be distributed among the Main Glory Shareholders
and to third-party consultants in accordance with the written instructions of
the corporate Secretary of Main Glory . Such issuance shall constitute an exempt
transaction pursuant to Section 4(2) of the Exchange Act and such exemption
shall be appropriately documented and Non-dilutive of existing ISYH Common
Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall
be appropriately legended and stop transfer instructions shall be issued to the
Transfer Agent for ISYH Common Stock.
(B) Simultaneously with the issuance of the ISYH Common Stock described in
Paragraph 7(a) above, each Main Glory shareholder will assign and transfer to
ISYH all of such Main Glory Shareholder's right, title and interest in and to
all of the capital stock of Main Glory owned by such Main Glory Shareholder. To
do so, each Main Glory Shareholder will deliver to ISYH its stock certificate
representing all of the Main Glory capital stock owned by such Main Glory
Shareholder, with such certificate to be duly endorsed in blank or accompanied
by an irrevocable stock power and assignment separate from certificate and
endorsed in blank. All signatures on stock certificates and stock powers shall
bear appropriate Medallion signature guarantees from a bank, trust company or
member of a national securities exchange.
7. PROCEDURES AFTER CLOSING.
Following Closing, each of Main Glory and ISYH shall each from time-to-time,
execute and deliver such additional instruments, documents, conveyances or
assurances and take such other action as shall be necessary, or otherwise
reasonably requested by the other party, to confirm and assure the rights and
obligations provided for in this Agreement and render effective the consummation
of the transactions contemplated by this Agreement.
8. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
(A) Survival.
(i) The representations and warranties set forth in Paragraph 1(a) and (b) of
this Agreement shall survive the Closing but shall terminate and be of no
further force and effect on the first anniversary of the Closing Date. Unless a
specific period is set forth herein (in which event such specified period shall
control), all other covenants and agreements contained in this Agreement shall
survive the Closing and remain in effect until waived or otherwise fulfilled,
(ii) The term "Indemnifiable Losses" shall mean any and all liabilities,
obligations, claims, actions, damages, civil and criminal penalties and fines,
out-of-pocket costs and expenses (including any reasonable attorneys' and other
professional fees), relating to, resulting from or arising out of any breach of
any representation, warranty, covenant, agreement or undertaking by the
indemnifying party and contained in this Agreement.
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(iii) On the terms and subject to the limitations (if any) set forth in this
Agreement, ISYH shall indemnify, defend and hold harmless Main Glory and its
shareholders, and each of the past, present and future directors, officers and
employees of Main Glory, and Main Glory, and its shareholders shall indemnify,
defend and hold harmless ISYH and its shareholders, and each of its past,
present and future directors, officers and employees of ISYH, from and against
any and all Indemnifiable Losses relating to, resulting from or arising out of
any breach of any representation, warranty, covenant, agreement or undertaking
by either such party set forth in this Agreement.
(iv) In the case of any claim asserted by a third party against a party entitled
to indemnification under this Agreement (the "Indemnified Party"), notice shall
be given by the Indemnified Party to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and the
Indemnified Party shall permit the Indemnifying Party (at the expense of such
Indemnifying Party) to assume the defense of any claim or any litigation
resulting therefrom provided that:
(a) counsel for the Indemnifying Party who shall conduct the defense of such
claim or litigation shall be reasonably satisfactory to the Indemnified Party,
(b) the Indemnified Party may participate in such defense at such Indemnified
Party's expense, and
(c) the omission by any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its indemnification obligation under
this Agreement except to the extent that such omission results in a failure of
actual notice to the Indemnifying Party and such Indemnifying Party is
materially damaged as a result of such failure to give notice.
Except with the prior written consent of the Indemnified Party, no Indemnifying
Party, in the defense of any such claim or litigation, shall consent to entry of
any judgment or enter into any settlement that provides for injunctive or other
nonmonetary relief affecting the Indemnified Party or that does not include as
an unconditional term thereof the giving by each claimant or plaintiff to such
Indemnified Party of a release from all liability with respect to such claim or
litigation. In the event that the Indemnified Party shall in good faith
determine that the conduct of the defense of any claim subject to
indemnification hereunder or any proposed settlement of any such claim by the
Indemnifying Party might be expected to affect adversely the Indemnified Party
or its ability to conduct its business, or that the Indemnified Party may have
available to it one or more defenses or counterclaims that are inconsistent with
one or more of those that may be available to the Indemnifying Party in respect
of such claim or litigation relating thereto, the Indemnified Party shall have
the right at all times to take over and assume control over the defense,
settlement negotiations or litigation relating to any such claim at the sole
cost of the Indemnifying Party, provided that if the Indemnified Party does so
take over and assume control, the Indemnified Party shall not settle such claim
or litigation without the written consent of the Indemnifying Party, such
consent not to be unreasonably withheld. In the event that the Indemnifying
Party does not accept the defense of any matter as above provided, the
Indemnified Party shall have the full right to defend against any such claim or
demand and shall be entitled to settle or arrange to pay in full such claim or
demand. In any event, the Indemnifying Party and the Indemnified Party shall
cooperate in the defense of any claim or litigation subject to this Section and
the records of each shall be available t o the other with respect to such
defense.
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9. LEGEND.
All shares of ISYH Common Stock to be issued to the Main Glory Shareholders and
third party consultants, and shares issued to prospective shareholders of ISYH
post-Closing, shall bear a legend in substantially the form set forth below:
"The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"), and may not be sold,
transferred, assigned, made subject to a security interest, mortgaged, pledged,
hypothecated or otherwise disposed of unless and until registered under the Act
or an opinion of counsel for Company is received that registration is not
required under such Act."
10. ARBITRATION.
Except in the event an equitable remedy or injunction is sought pursuant to this
Agreement, any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled exclusively by arbitration in
California before three arbitrators in accordance with the then current rules of
the American Arbitration Association and judgment upon the award rendered may be
entered in the highest court of the forum, country or state, having
jurisdiction.
11. BINDING EFFECT; NO ASSIGNMENT.
This Agreement shall be binding upon and shall inure to the benefit of the
parties to this Agreement and their respective successors and assigns. This
Agreement and the Exhibits attached hereto together constitute the entire
agreement of the parties with respect to the subject matter of this Agreement
and the Exhibits attached hereto and supersedes all prior agreements and
understandings relating hereto and thereto. Notwithstanding anything to the
contrary, no party may transfer or assign any of its rights or obligations under
this Agreement without the prior written consent of all other parties, which
they may withhold in their sole discretion.
12. CONTROLLING LAW.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of California.
13. NOTICES.
Any notice, communication, request, reply, or advice (hereinafter severally and
collectively called "notice") in this Agreement provided or permitted to be
given, made, or accepted by either party to the other must be in writing and
shall be given or be served by telex, telecopy, facsimile, registered, certified
or other form of mail requiring a return receipt, addressed to the party to be
notified, postage prepaid, or by reputable overnight delivery service, or by
delivering the same in person to such party and obtaining a receipt for such
delivery. Notice deposited in the mail in the manner hereinabove described shall
be deemed received on the earlier of the fifth day after day after deposit in
the mail or upon receipt, whichever is earlier. Notice sent by reputable
overnight courier shall be deemed received on the next day after sending.
Notices given by hand delivery shall be deemed received when delivered. Notices
may also be sent by facsimile transmission w ith electronic confirmation, and
shall be deemed received on the date sent or the first business day thereafter,
if sent after normal business hours or on a non-business day, provided that the
sender requests and the receiver sends a return confirmation by facsimile
transmission or by mail.
For purposes of notice, the address and facsimile numbers of the parties shall,
until notice of any change is provided, be as follows:
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To ISYH:
International Synergy Holding Co., Ltd.
00000 Xxxxxxxxxx Xx.,
Xxxxxx, XX 00000 XXX
To Main Glory (for itself and on behalf of the Shareholders):
c/o
Shaanxi Jialong Hi - Tech Industries XX.00, XXXXXXX,0xx Xxxxx XXXX XX XXX 0XX
XXXXX RING ROAD
XI'AN CITY, SHAANXI F4 -
00-00-00000000
14. FURTHER ASSURANCES.
Each of the parties to this Agreement shall use such party's commercially
reasonable efforts to take such actions as may be necessary or reasonably
requested by the other parties to this Agreement to carry out and consummate the
transactions contemplated by this Agreement.
15. EXPENSES.
Each of the parties to this Agreement shall bear such party's own expenses and
attorneys' fees in connection with the negotiation and preparation of this
Agreement and the transactions contemplated by this Agreement. This provision
shall not operate to limit any damages due to breach by another party.
16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which will
be deemed an original but all of which shall constitute one and the same
instrument.
17. HEADINGS.
The headings preceding the text of the paragraphs of this Agreement are inserted
for convenience of reference only and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.
18. AMENDMENTS, WAIVERS.
Any changes, amendments, waivers or additions to this Agreement, must be made in
writing by the parties to this Agreement in order to be effective. The failure
of any party hereto to enforce at any time any provision of this Agreement shall
not be construed as a waiver of such provision nor in any way to affect the
validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision strictly in accordance with
its terms. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.
19. INVALIDITY.
Should any provision of this Agreement be held by a court or arbitration panel
of competent jurisdiction to be enforceable only if modified, such holding shall
not affect the validity of the remainder of this Agreement, the balance of which
shall continue to be binding upon the parties to this Agreement with any such
modification to become a part hereof and treated as though originally set forth
in this Agreement.
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20. INTERPRETATION.
No provision of this Agreement shall be construed against a party because such
party of its attorney may have been the draftsman thereof.
Each of the undersigned, being the authorized officer(s) of ISYH and all of the
Shaanxi Shareholders and intending to be legally bound, joins in this Agreement
for the purpose of confirming his/her/its agreement to be bound by the terms of
and the representations, warranties, indemnities, obligations, agreements or
covenants contained in this Agreement and applicable to each such shareholder.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date first written above.
Main Glory Holdings Ltd International Synergy
Holding Co., Ltd.
a Hong Kong company a Nevada corporation
BY: /s/ BY: /s/
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Director Director
ATTEST: ATTEST:
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Its: Its:
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