SHARE EXCHANGE AGREEMENT by and among PURDEN LAKE RESOURCE CORP., a Delaware Company and INGENIOUS PARAGON GLOBAL LIMITED, a British Virgin Islands Company and SHAREHOLDERS OF INGENIOUS PARAGON GLOBAL LIMITED LISTED ON EXHIBIT A Dated as of December 23, 2009 SHARE EXCHANGE AGREEMENT

 

 

a Delaware Company

a British Virgin Islands Company

 

 

 

 

 

 

 

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 23, 2009, is by and among Purden Lake Resource Corp., a Delaware corporation (“Purden Lake”), Ingenious Paragon Global Limited, a British Virgin Islands company (“Ingenious”), and the shareholders of Ingenious identified on Exhibit A hereto (together referred to herein as the “Ingenious Shareholders,” each an “Ingenious Shareholder”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”

 

WHEREAS, Purden Lake is a publicly held corporation organized under the laws of the state of Delaware with no significant operations;

WHEREAS,  Lisa Lopomo (the “Principal Shareholder”) is currently the Principal Shareholder of Purden Lake owning, directly or indirectly, 3,000,000 shares of Purden Lake Common Stock (as defined in Section 2.2 below), representing approximately 54.55% of the issued and outstanding Purden Lake Common Stock as of the date hereof;

WHEREAS, Ingenious is a limited liability company organized under the laws of the British Virgin Islands with 50,000 shares of common stock issued and outstanding (the “Ingenious Shares”), all of which are owned, directly or indirectly, by Ingenious Shareholders set forth on Exhibit A.  Ingenious owns 100% of the issued and outstanding capital stock of Forever Well Asia Pacific Limited (“Forever Well”), a Hong Kong company. Forever Well is the holder of 100% of the issued and outstanding capital stock of Guangxi Liuzhou Baicaotang Medicine Limited (“Baicaotang”), a company organized under the laws of the People’s Republic of China (the “PRC”);

WHEREAS, Purden Lake agrees to acquire 100% of the issued and outstanding capital stock of Ingenious in exchange for the issuance of 32,000,000 shares of Purden Lake Common Stock (the “Exchange”), representing approximately 92.48% of the shares outstanding of Purden Lake at the Closing of the Share Exchange and each Ingenious Shareholder agrees to exchange its shares of Ingenious on the terms described herein; and

 

WHEREAS, such Exchange shall close simultaneously with an offering (the “Offering”) pursuant to a Subscription Agreement (the “Subscription Agreement”) by and among Purden Lake and named subscribers (the “Subscribers”) therein in connection with a private placement of a minimum amount of $5,820,000 of Purden Lake units (the “Units”) on a “reasonable efforts, all or none basis” and a maximum amount of $11,470,000 of Units on a “reasonable efforts basis.” Each Unit consists of (i) 3,937 shares of Purden Lake Common Stock and (ii) a five-year warrant to purchase 1,968 shares of Purden Lake Common Stock at an exercise price of $3.81 per share. As of the date hereof, the Subscribers have purchased 632.3 units, consisting of (i) approximately 2,489,370 shares of Purden Lake Common Stock and (ii) warrants to purchase 1,244,367 shares of Purden Lake Common Stock.

WHEREAS, the parties hereto intend for this transaction to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

 

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

 

 

 

    1.5   No Conflict with Other Instruments.  The execution of this Agreement and the consummation of the Transactions will not result in the material breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement, or instrument to which Ingenious is a party or to which any of its assets, properties or operations are subject.

 

    1.6   Taxes.

 

        (a) Ingenious has timely filed, or has caused to be timely filed on its behalf, all tax returns required to be filed by it, and all such tax returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed tax returns, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Ingenious. All taxes shown to be due on such tax returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Ingenious.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of Ingenious know of no basis for any such claim.

 

        (b) The Ingenious Financial Statements (as defined in Section 1.15 hereof) reflect an adequate reserve for all taxes payable by Ingenious and its Subsidiaries (in addition to any reserve for deferred taxes to reflect timing differences between book and tax items) for all taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any taxes has been proposed, asserted or assessed against Ingenious or any of its subsidiaries, and no requests for waivers of the time to assess any such taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Ingenious.

 

    1.7   Absence of Certain Changes or Events.  Since the date of the most recent Ingenious Balance Sheet (defined in Section 1.15):

 

(a)  There has not been any material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of Ingenious;

 

(b)  Except as required by this Agreement, Ingenious has not (i) amended its Organizational Documents; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) made any material change in its method of management, operation or accounting; (iv) entered into any transactions or agreements; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; and

 

(c)  Except as required by this Agreement, Ingenous has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock).

 

 

 

    1.8   Litigation.  There is no claim, dispute, action, suit, proceeding or investigation pending or to the knowledge of Ingenious after reasonable investigation, threatened by or against Ingenious or any of 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. Ingenious does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

 

    1.9   Compliance with Applicable Laws.  To the best of its knowledge, Ingenious has conducted its business and operations in compliance with all applicable laws, including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Ingenious.  Ingenious has not received any written communication during the past two years from a governmental entity that alleges that Ingenious is not in compliance in any material respect with any applicable law.

 

    1.10   Brokers’ Fees.  Except as set forth in Schedule 1.10, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Ingenious.

 

    1.11   Contracts.

 

 

    1.12   Title to Properties.  Except as disclosed in Schedule 1.12, Ingenious does not own any real property.

 

    1.13   Intellectual Property.  Except as disclosed in Schedule 1.13, Ingenious does not own, nor is validly licensed nor otherwise has the right to use, any Ingenious property rights.  No claims are pending or, to the knowledge of Ingenious, threatened that Ingenious is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.

 

 

 

    1.14   Insurance. Except as disclosed in Schedule 1.14, Ingenious does not currently maintain any form of insurance.

 

    1.15   Financial Statements.

 

 

    1.16   Transactions with Affiliates and Employees.  Except as set forth in Schedule 1.16 of the Ingenious Schedules, none of the officers or directors of Ingenious and, to the knowledge of Ingenious, none of the employees of Ingenious is presently a party to any transaction with Ingenious or any of its subsidiaries (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Ingenious, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

 

 

    1.17   Investment Company.  Ingenious is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

 

    1.18   Foreign Corrupt Practices.  Neither Ingenious, nor, to Ingenious’s knowledge, any director, officer, agent, employee or other person acting on behalf of Ingenious, in the course of its actions for, or on behalf of, Ingenious (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

    1.19   Sarbanes-Oxley; Disclose Controls.  Ingenious will be in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it after the Exchange. Ingenious shall establish disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for Ingenious and design such disclosure controls and procedure to ensure that material information relating to Ingenious is made know to the certifying officers by others within those entities.

 

    1.20   Approval of Agreement. The board of directors of Ingenious has authorized the execution and delivery of this Agreement by Ingenious and has approved this Agreement and the Transactions.

 

    1.21   Valid Obligation.  This Agreement and all agreements and other documents executed by Ingenious in connection herewith constitute valid and binding obligations of Ingenious, enforceable in accordance with their respective terms, except as may be limited by Bankruptcy and Equity Exceptions.

 

As an inducement to, and to obtain the reliance of, Ingenious, and except as set forth in the corresponding disclosure schedules delivered by Ingenious in connection with this Agreement (the “Purden Lake Schedules”), Ingenious represents and warrants, as of the date hereof and as of the Closing Date (defined in Section 4.2 ”), as defined below, as follows:

 

    2.1   Organization.  Purden Lake is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.  Included in Schedule 2.1 of the Purden Lake Disclosure Schedules are complete and correct copies of the Organizational Documents of Purden Lake as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the Transactions will not, violate any provision of Purden Lake’s Organizational Documents. Purden Lake has full power, authority, and legal right and has taken all action required by law, its Organizational Documents, or otherwise to authorize the execution and delivery of this Agreement and to consummate the Transactions.

 

 

 

    2.2   Capitalization.  The authorized capital stock of Purden Lake consists of 100,000,000 shares of common stock, par value $0.001 per share (“Purden Lake Common Stock”), of which 5,500,000 shares are issued and outstanding immediately prior to the consummation of the Transactions, 2,500,000 shares of which have been registered for resale with the U.S. Securities and Exchange Commission (“SEC”) pursuant to an effective registration statement.  All issued and outstanding shares of Purden Lake Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

 

    2.3   Subsidiaries and Predecessor Corporations.  Except as set forth in Schedule 2.3 of the Purden Lake Schedules, Purden Lake does not have any predecessor corporation(s), no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

 

    2.4   Financial Statements.

 

(a)  Copies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of Bernstein & Pinchuk LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC.

 

(b)  The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake.  As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP.

 

(c)  Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

 

(d)  Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

 

(e)  All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise.

 

(f)  Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

 

 

 

    2.5   Information.  The information concerning Purden Lake set forth in this Agreement and the Purden Lake Schedules is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

 

    2.6   Options or Warrants.  There are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued capital stock of Purden Lake (including, but not limited to, the Purden Lake Common Stock).

 

    2.7   Absence of Certain Changes or Events.  Since the date of the most recent Purden Lake Balance sheet:

 

(a)  There has not been any material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of Purden Lake;

 

(b)  Except as required by this Agreement, Purden Lake has not (i) amended its Organizational Documents; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) made any material change in its method of management, operation or accounting; (iv) entered into any transactions or agreements; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; and

 

(c)  Except as required by this Agreement, Purden Lake has not (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock).

 

    2.8   Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or, to the knowledge of Purden Lake after reasonable investigation, threatened by or against Purden Lake or affecting Purden Lake 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.  Purden Lake does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

 

    2.9   Contracts.  Except as set forth in Schedule 2.9 of the Purden Lake Schedules, Purden Lake is not a party to, and neither it nor any of its assets, products, technology and properties are bound by:

 

(a) any contract, agreement, franchise, license, debt instrument, or other commitment, whether such agreement is in writing or oral;

 

(b) any charter or other corporate restriction, except as set forth in the Organizational Documents of Purden Lake;

 

(c) any judgment, order, writ,  injunction, decree, or award; or

 

 

 

 

    2.10   No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the Transactions will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Purden Lake is a party or to which any of its assets, properties or operations are subject.

 

    2.11   Compliance With Laws and Regulations.  To the best of its knowledge, Purden Lake has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

 

    2.12   Approval of Agreement.  The board of directors of Purden Lake has authorized the execution and delivery of this Agreement by Purden Lake and has approved this Agreement and the Transactions.

 

    2.13   Material Transactions or Affiliations.  Except for this Agreement and the Contemplated Transactions, there exists no contract, agreement or arrangement between Purden Lake and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by Purden Lake to own beneficially, five percent (5%) or more of the issued and outstanding Purden Lake Common Stock and which is to be performed in whole or in part after the date hereof or was entered into not more than three (3) years prior to the date hereof.  Neither any officer, director, nor five percent (5%) stockholder of Purden Lake has, or has had since inception of Purden Lake, any known interest, direct or indirect, in any such transaction with Purden Lake which was material to the business of Purden Lake.  Purden Lake has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

 

    2.14   Bank Accounts; Power of Attorney.  Set forth in Schedule 2.14 of  the Purden Lake Schedules is a true and complete list of (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Purden Lake within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Purden Lake, (b) all safe deposit boxes and other similar custodial arrangements maintained by Purden Lake within the past twelve (12) months, (c) the check ledger for the last twelve (12) months, (d) the names of all persons holding powers of attorney from Purden Lake or who are otherwise authorized to act on behalf of Purden Lake with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations, and (e) a list of all the current officers and directors of Purden Lake.

 

    2.15   Valid Obligation.  This Agreement and all agreements and other documents executed by Purden Lake in connection herewith constitute the valid and binding obligations of Purden Lake, enforceable in accordance with their respective terms, except as may be limited by Bankruptcy and Equity Exceptions.

 

    2.16   Exchange Act Compliance.  Purden Lake has timely filed all reports, statements, and other information required to be filed by it under the Exchange Act, the common shares have been registered under Section 12(g) of the Exchange Act, and Purden Lake is in compliance with all of the requirements under, and imposed by, Section 12(g) of the Exchange Act, except were a failure to so comply is not reasonably likely to have a Material Adverse Effect on Purden Lake.

 

 

 

    2.17   Shell Company.  Purden Lake has at all times been a “shell company” as defined in Rule 12b-2 of the Exchange Act.

 

    2.18   OTCBB.  Purden Lake is currently quoted on the Over-The-Counter Bulletin Board (“OTCBB”) and meets all requirements to be listed on the OTCBB.

 

    2.19   SEC Filings; Financial Statements.

 

 (a) Purden Lake has made available to Ingenious a correct and complete copy, or there has been available on EDGAR, copies of each report, registration statement and definitive proxy statement filed by Purden Lake with the SEC for the 36 months prior to the date of this Agreement (the “Purden Lake SEC Reports”), which, to Purden Lake’s knowledge, are all the forms, reports and documents filed by Purden Lake with the SEC for the 36 months prior to the date of this Agreement. As of their respective dates, to Purden Lake’s knowledge, the Purden Lake SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Purden Lake SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

 

(b) Each set of financial statements (including, in each case, any related notes thereto) contained in the Purden Lake SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Purden Lake at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on Purden Lake taken as a whole.

 

Each Ingenious Shareholder hereby represents and warrants, severally and not jointly, to Purden Lake as follows.

 

    3.1   Good Title.  The Ingenious Shareholder is the record and beneficial owner, and has good title to its Ingenious Common Stock, with the right and authority to sell and deliver such Ingenious Common Stock, and upon consummation of the transactions contemplated herein, Purden Lake will acquire from such Ingenious Shareholder good and marketable titles of Ingenious Common Stock, free and clear of all liens expecting only such restrictions upon future transfers by Purden Lake, if any, as may be imposed by applicable law.

 

 

 

    3.2   Power and Authority. The Ingenious Shareholder has the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform its obligations under this Agreement.  All acts required to be taken by the Ingenious Shareholder to enter into this Agreement and to carry out the Transactions have been properly taken.  This Agreement constitutes a legal, valid and binding obligation of the Ingenious Shareholder, enforceable against the Ingenious Shareholder in accordance with the terms hereof.

 

    3.3   No Conflicts.  The execution and delivery of this Agreement by the Ingenious Shareholder and the performance by the Ingenious Shareholder of its 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 Ingenious Shareholder and (c) will not violate or breach any contractual obligation to which the Ingenious Shareholder is a party.

 

    3.4   Finder’s Fee.  The Ingenious Shareholder represents and warrants that it has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions.

 

    3.5   Purchase Entirely for Own Account.  The Exchange Shares (as defined in Section 4.1) proposed to be acquired by the Ingenious Shareholders hereunder will be acquired for investment for its own accounts, and not with a view to the resale or distribution of any part thereof, and the Ingenious Shareholder has no present intention of selling or otherwise distributing the Purden Lake Shares, except in compliance with applicable securities laws.

 

    3.6   Sophistication.  The Ingenious Shareholder is a sophisticated investor, as described in Rule 506(b)(2)(ii) promulgated under the Securities Act and has such experience in business and financial matters that it is capable of evaluating the merits and risk of an investment in Purden Lake. 

 

    3.7   Information. The Ingenious Shareholder has carefully reviewed such information as such Ingenious Shareholder deemed necessary to evaluate an investment in Purden Lake Common Stock. To the full satisfaction of the Ingenious Shareholder, it has been furnished with all materials that it has requested relating to Purden Lake and the issuance of Purden Lake Shares hereunder, and each Purden Lake Shareholder has been afforded the opportunity to ask questions of representatives of Purden Lake to obtain any information necessary to verify the accuracy of any representations or information made or given to such Ingenious Shareholder. Notwithstanding the following, nothing herein shall derogate from or otherwise modify the representations and warranties of Purden Lake set forth in this Agreement, on which such Ingenious Shareholder has relied in making an exchange of the Ingenious Common Stock for Purden Lake Shares.

 

    3.8   Restricted Securities.   The Ingenious Shareholder understands that the Exchange Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Ingenious Shareholder pursuant hereto, Exchange Shares would be acquired in a transaction not involving a public offering. The issuance of Exchange Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the Exchange Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. The Ingenious Shareholder further acknowledges that if the Exchange Shares are issued to the Ingenious Shareholder in accordance with the provisions of this Agreement, such Exchange Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom.  The Ingenious Shareholder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

 

    3.9   Acquisition of Exchange Shares for Investment.

 

 

“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.”

 

 

 

 

    4.2   Closing and Actions at Closing.  The closing of the Transactions shall take place at the offices of Anslow & Jaclin, LLP, 195 Route 9 South, Suite 204, Manalapan, NJ, 07726 commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Merger (other than conditions with respect to actions that the respective parties will take at Closing) or such other date and time as the Parties may mutually determine (the “Closing Date”).

 

    4.3   Cancellation of Certain Shares of Purden Lake Common Stock.  At the Closing, the Principal Shareholder of Purden Lake shall, deliver to Purden Lake, and Purden Lake shall be caused to be cancelled, 2,900,000 shares of Purden Lake Common Stock held by the Principal Shareholder.

 

    4.4   Anti-Dilution.  The Purden Lake Shares issuable upon exchange pursuant to Section 4.1 shall be appropriately adjusted to take into account any other stock split, stock dividend, reverse stock split, recapitalization, or similar change in the Purden Lake Common Stock which may occur, other than share cancellation described in Section 4.3, between the date of the execution of this Agreement and the Closing Date, as to the Purden Lake Shares.

 

    4.5   Termination.  This Agreement may be terminated by the board of directors of Purden Lake or Ingenious only in the event that Purden Lake or Ingenious do not meet the conditions precedent set forth in Articles VI and VII hereof.  If this Agreement is terminated pursuant this Section 4.5, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder.

 

 

    5.1   Access to Properties and Records.  Purden Lake and  Ingenious will each afford to the officers and authorized representatives of the other party full access to the properties, books and records of Purden Lake or Ingenious, as the case may be, in order that each party may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other party, and each party will furnish to the other party such additional financial and operating data and other information as to the business and properties of Purden Lake or Ingenious, as the case may be, as the other party shall from time to time reasonably request.  Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party shall provide the other party with quarterly internally prepared and unaudited financial statements.

 

 

 

    5.2   Delivery of Books and Records.  At the Closing, Ingenious shall deliver to Purden Lake the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Ingenious now or then in the possession of Ingenious or its representatives. Purden Lake shall deliver to Ingenious the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Purden Lake now or then in the possession of Purden Lake or its representatives.

 

    5.3   Third Party Consents and Certificates.  Purden Lake and Ingenious agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the Transactions.

 

    5.4   Purden Lake Shareholder Meeting  Purden Lake shall promptly call a special meeting of stockholders to be held on or prior to the Closing Date, at which meeting the shareholders of Purden Lake shall be requested to approve, and the board of directors of Purden Lake shall recommend the approval of, the terms of this Agreement, the Transactions, and such other matters as shall require stockholder approval hereunder.  In addition, Purden Lake shall promptly file with the SEC necessary disclosure statements required by federal securities laws.

 

    5.5   Cancellation of Certain Shares of Purden Lake Common Stock.  At the Closing, the Principal Shareholder of Purden Lake shall, deliver to Purden Lake, and Purden Lake shall be caused to be cancelled, 2,900,000 shares of Purden Lake Common Stock held by the Principal Shareholder.

 

    5.6   Designation of Officers and Directors. On the Closing Date, Purden Lake shall accept the resignation of the Principal Shareholder from the board of directors of Purden Lake (the “Purden Lake Board”) and appoint Hui Tian Tang as Chairman of Purden Lake Board and Xiao Yan Zhang as a member of the Purden Lake Board. Effective upon compliance with Rule 14F-1 promulgated under the Exchange Act, Purden Lake shall accept the resignation of the Principal Shareholder as a director of Purden Lake and Hui Tian Tang and Xiao Yan Zhang will be appointed as directors of the Purden Lake Board.  In addition, effective on the Closing Date, Purden Lake shall accept the resignation of the Principal Shareholder from all office positions she holds at Purden Lake and shall appoint Hui Tian Tang as the Chief Executive Officer and Xiao Yan Zhang as the Chief Financial Officer and Corporate Secretary and in each case effective as of the date hereof.

 

    5.7   Change of Company Name.  On the Closing Date, Purden Lake shall approve to change its company name from Purden Lake Resource Corp. to China Baicaotang Medicine Limited.

 

    5.8   Change of Auditor.  One the Closing Date, Purden Lake shall dismiss Bernstein Pinchuk, LLP as its certified independent auditor (“Auditor”) and appoint PKF International as its new Auditor.

 

    5.9            Actions Prior to Closing.

 

(a) From and after the date of this Agreement until the Closing Date and except as set forth in the Purden Lake Schedules or Ingenious Schedules or as permitted or contemplated by this Agreement, Purden Lake (subject to paragraph (b) below) and Ingenious respectively, will each:

 

 

 

(i)	carry on its business in substantially the same manner as it has heretofore;

 

(ii)	maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

 

(iii)

maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

 

(iv)	perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

 

(v)	use its best efforts to maintain and preserve intact its business organization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

 

(vi)	fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

 

(b) From and after the date of this Agreement until the Closing Date, neither Purden Lake nor Ingenious will:

 

(i)	make any changes in their Organizational Documents, including any change of name, except as contemplated by this Agreement;

 

(ii)	take any action described in Section 1.07, in the case of Ingenious, or in Section 2.07, in the case of Purden Lake (all except as permitted therein or as disclosed in the Ingenious Schedules or Purden Lake Schedules, as applicable);

 

(iii)

enter into or amend any contract, agreement, or other instrument of any of the types described in the Ingenious Schedules or Purden Lake Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or

 

(iv)	sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

 

 

 

 

 

(b) In order to more fully document reliance on the exemptions from registration as provided herein, Ingenious, the Ingenious Shareholder, and Purden Lake shall execute and deliver to the other party, at or prior to the Closing, such further letters of representation, acknowledgment, suitability, or the like as Ingenious or Purden Lake and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws.

 

(c) The Ingenious Shareholder acknowledges that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the Transactions are in fact exempt from registration or qualification.

 

    5.11   Sales of Securities Under Rule 144, If Applicable.

 

(a)   Purden Lake will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its stockholders can sell restricted securities that have been held for one (1) year or more or such other restricted period as required by Rule 144 as it is from time to time amended.

 

(b)   Upon being informed in writing by any person holding restricted stock of Purden Lake that such person intends to sell any shares under Rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Purden Lake will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances.

 

(c)   If any certificate representing any such restricted stock is presented to Purden Lake’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s), in each case with reasonable assurances that such endorsements are genuine and effective and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Purden Lake will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

 

(d)     This Section 5.10 shall survive the Closing of this Agreement for a period of six (6) months.

 

    5.12   Indemnification.

 

(a)   Ingenious hereby agrees to indemnify Purden Lake and each of the officers, agents and directors of Purden Lake as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever) (“Loss”), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentations made under Article I.  The indemnification provided for in this paragraph shall survive the Closing and consummation of Transactions and termination of this Agreement for one (1) year following the Closing.

 

 

 

(b)  The Ingenious Shareholder, agrees to indemnify Purden Lake and each of the officers, agents and directors of Purden Lake as of the date of execution of this Agreement against any Loss, to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentations made under Article III.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the Contemplated Transactions and termination of this Agreement for one (1) year following the Closing.

 

   (c)    Purden Lake hereby agrees to indemnify Ingenious and each of the officers, agents, and directors of Ingenious and the Ingenious Shareholder as of the date of execution of this Agreement against any Loss to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article II.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the Contemplated Transactions and termination of this Agreement for one (1) year following the Closing.

 

 

The obligations of Purden Lake under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

 

    6.1   Accuracy of Representations and Performance of Covenants.  The representations and warranties made by Ingenious and the Ingenious Shareholder in this Agreement were true when made and shall be true on the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date.  Ingenious shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Ingenious prior to or at the Closing.

 

    6.2   Officer’s Certificate.  Purden Lake shall have been furnished with a certificate dated the Closing Date and signed by a director of Ingenious, certifying that: (a) no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of Ingenious, threatened, which might result in an action to enjoin or prevent the consummation of the Contemplated Transactions, or, to the extent not disclosed in the Ingenious Schedules, by or against Ingenious, which might result in any material adverse change in any of the assets, properties, business, or operations of Ingenious, and (b) the conditions set forth in Sections 6.1, 6.4 and 6.5 have been satisfied.

 

    6.3   Good Standing.  Purden Lake shall have received a certificate of good standing from a qualified attorney in the British Virgin Islands, dated as of a date prior to the Closing Date certifying that Ingenious is in good standing as a corporation in the British Virgin Islands.

 

    6.4   No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the Transactions.

 

 

 

    6.5   Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the Transactions, or for the continued operation of Ingenious after the Closing Date on the basis as presently operated shall have been obtained.

 

    6.6   Other Items.   Purden Lake shall have received such further opinions, documents, certificates or instruments relating to the Transactions as Purden Lake may reasonably request.

 

 

The obligations of Ingenious and the Ingenious Shareholder under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

 

    7.1   Accuracy of Representations and Performance of Covenants.  The representations and warranties made by Purden Lake in this Agreement and by the Principal Shareholder in the Indemnity Agreement to be delivered on the Closing Date (the “Indemnity Agreement”) were true when made and shall be true on the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date.  Each of Purden Lake and the Principal Shareholder shall have performed and complied with all covenants and conditions required by this Agreement and the Indemnity Agreement to be performed or complied with by Purden Lake and the Principal Shareholder (as the case may be) prior to or at the Closing.

 

    7.2    Officer’s Certificate.  Ingenious shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Purden Lake, certifying that: (a) no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Purden Lake threatened, which might result in an action to enjoin or prevent the consummation of the Transactions, or, to the extent not disclosed in the Purden Lake Schedules, by or against Purden Lake, which might result in any material adverse change in any of the assets, properties or operations of Purden Lake, and (b) the conditions set forth in Sections 7.1, 7.4, and 7.5 have been satisfied.

 

    7.3   Good Standing.  Ingenious shall have received a certificate of good standing from the Secretary of State of the State of Delaware, dated as of a date within ten (10) days prior to the Closing Date, certifying that Purden Lake is in good standing as a corporation in the State of Delaware and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

 

    7.4   No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the Transactions.

 

    7.5   Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the Transactions, or for the continued operation of Purden Lake after the Closing Date on the basis as presently operated shall have been obtained.

 

    7.6   Other Items.  Ingenious and the Ingenious Shareholder shall have received:

 

a) Letters from all creditors as to their satisfaction of liabilities; and

 

 

 

b) further opinions, documents, certificates, or instruments relating to the Transactions as Ingenious and the Ingenious Shareholder may reasonably request.

 

 

    8.1   Brokers. Except as set forth in the Purden Lake Schedules and Ingenious Schedules, Purden Lake and Ingenious agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation or execution of this Agreement or consummation of the Transactions.  Purden Lake and Ingenious each agree to indemnify the other party against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the Contemplated Transactions based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

 

    8.2   Governing Law.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Delaware.  Venue for all matters shall be in Wilmington, Delaware, without giving effect to principles of conflicts of law thereunder.  Each of the parties irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States. By execution and delivery of this Agreement, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction.

 

    8.3   Notices.  Any notice or other communications required or permitted hereunder shall  be in writing and shall be sufficiently given if personally delivered to it or sent by facsimile, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

 

Tang Hui Tian, President

China Baicaotang Medicine Limited

No. 102, Chengzhan Road

Liuzhou City, Guangxi Province, P.R.C.

 

          With copies (with shall not constitute notices) to:

 

Anslow & Jaclin LLP

Attn.: Eric M. Stein, Esq.

195 Route 9 South

Manalapan, NJ  07726

Tel:   ###-###-####

Fax: 732 ###-###-####

 

Purden Lake Resource Corp.

Attn.: Lisa Lopomo 7 Ashland Road Caldwell, NJ 07006 Tel.: (732) 358-0299

 

                                                           

 

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 (a) upon receipt, if personally delivered, (b) on the day after dispatch, if sent by overnight courier, (c) upon dispatch, if transmitted by facsimile and receipt is confirmed by telephone, or (d) three (3) days after mailing, if sent by registered or certified mail.

 

    8.4   Attorney’s Fees.  In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

 

    8.5   Confidentiality.  Each party hereto agrees with the other parties that, unless and until the Transactions have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (a) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (b) to the extent that such data or information must be used or disclosed in order to consummate the Transactions.  In the event of the termination of this Agreement, each party shall return to the other parties all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.

 

    8.6   Public Announcements and Filings.  Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the Contemplated Transactions) or file any document, relating to this Agreement and Contemplated Transactions, except as may be mutually agreed by the parties.  Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof.

 

    8.7   Schedules; Knowledge.  The Ingenious Schedules and Purden Lake Schedules referred to herein and delivered pursuant to and attached to this Agreement (collectively, “Schedules”) are integral parts of this Agreement.  Nothing in a Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail, including by cross-reference to another Schedule.  The inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the business of Ingenious or Purden Lake, as the case may be, or is outside the ordinary course of business.  Ingenious is responsible for preparing the Ingenious Schedules and Purden Lake is responsible for preparing the Purden Lake Schedules. Each of the Ingenious Schedules and the Purden Lake Schedules will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement, and the disclosure in any such numbered and lettered section of the Ingenious Schedules or the Purden Lake Schedules, as the case may be, shall qualify and shall be deemed to qualify such other paragraphs in this Agreement to the extent such qualification is reasonably apparent regardless of the absence of any express cross-reference to such other paragraph.  Each party is presumed to have full knowledge of all information set forth in the other party’s Schedules delivered pursuant to this Agreement.

 

 

 

    8.8   Third Party Beneficiaries.  This contract is strictly between Purden Lake, Ingenious and the Ingenious Shareholder, and, except as specifically provided, no director, officer, stockholder (other than the Ingenious Shareholder), employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

 

    8.9   Expenses.  Subject to Articles VI and VII above, whether or not the Exchange is consummated, each of Purden Lake, the Ingenious Shareholder and Ingenious will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other Contemplated Transactions.

 

    8.10   Entire Agreement.  This Agreement, together with the Schedules and any certificate or agreements delivered on the Closing Date, represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

 

    8.11   Survival; Termination.  Except as otherwise set forth in this Agreement, the representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of Transactions for a period of two (2) years.

 

    8.12   Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

 

    8.13   Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other parties shall be construed as a waiver or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

 

    8.14   Best Efforts.  Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the Contemplated Transactions shall be consummated as soon as practicable.  Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the Contemplated Transactions.

 

    8.15   References.  References to Sections, Articles, Schedules or Exhibits in this Agreement shall be to Sections, Articles, Schedules or Exhibits to this Agreement unless explicitly provided otherwise.

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first-above written.

 

By: ____/s/ Lisa Lopomo_______________________________

Name:  Lisa Lopomo

Title:  President

By: ____/s/ Huitian Tang_______________________________

Name:  Hui Tian Tang

Title: Chief Executive Officer

 

 

By: /s/ Yik Li Yee		By: /s/ Yik Wkok Wah
Name: Yik Li Yee		Name: Yik Kwok Wah
By: /s/ Tang Hui Fan		By: /s/ Su Bi Xun
Name:  Tang Hui Fan		Name:  Su bi Xun
By: /s/ Lei Ying		By: /s/ Cao Chun Qi
Name: Lei Ying		Name: Caochun Qi
By: /s/ Zhang Xiao Yan
Name: Zhang Xiao Yang

 

 

 

 

 

Name	SHARES OWNED IN INGENIOUS	SHARES EXCHANGING IN PURDEN LAKE
Yik Li Yee	2,812	1,799,680
Yik Kwok Wah	2,813	1,800,320
Tang Hui Fan	3,062	1,959,680
Su bi Xun	3,063	1,960,320
Lei Ying	1,500	960,000
Caochun Qi	1,625	1,040,000
Zhang Xiao Yang	35,125	22,480,000
Total Shares	50,000	32,000,000