alpha_ex1011.htm


EXHIBIT 10.11


 



AGREEMENT


 


This AGREEMENT (this “Agreement”), dated as of August 29, 2012, is by and among AlphaRx, Inc., a Delaware corporation (the “Parent”), UMeLook Holdings Limited, a corporation formed pursuant to the laws of the British Virgin Islands (the “Company”), UMeLook Limited, a corporation formed pursuant to the laws of Hong Kong which is the wholly owned subsidiary of the Company (“UMeLook Limited”) and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”).  Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”


 


BACKGROUND







Whereas, the Company conducts its operations through its wholly owned subsidiary, UMeLook Limited;







Whereas, the Parent desires to acquire the Company pursuant to the terms of this Agreement and desires to acquire UMeLook Limited, as a result of its acquisition of the Company;







Whereas, the Company has 7,000 shares of common stock (the “Company Shares”) outstanding, all of which are held by the Shareholders.  The Shareholders have agreed to transfer the Company Shares in exchange for an aggregate of Seventy Million (70,000,000) newly issued shares of common stock, par value $0.0001 per share, of the Parent (the “Parent Stock”);







Whereas, after the Transactions, the Company will be the Parent’s wholly owned subsidiary and UMeLook Limited will remain a wholly owned subsidiary of the Company after the acquisition of the Company by the Parent; and


 


Whereas, the Board of Directors of each of the Parent and the Company has determined that it is desirable to complete the transactions (the “Transactions”) set forth in this Agreement.


 


AGREEMENT







NOW THEREFORE, for good and valuable consideration the receipt and sufficiency is hereby acknowledged, the Parties hereto intending to be legally bound hereby agree as follows:


 


ARTICLE I. Exchange of Shares


 


SECTION 1.01. Exchange by the Shareholders.  At the Closing (as defined in Section 1.02): (i) the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens; (ii) the Parent shall deliver certificates representing (a) 70,000,000 shares of the Parent Stock issued in accordance with Exhibit “A”; and (b) options to purchase 1,000,000 additional common shares of the Parent’s common stock at the exercise price of $.50 per share until September 30, 2017.


 


SECTION 1.02. Closing.  The closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”) shall take place on the later of (i) upon the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions contemplated hereby; or upon filing (ii) of a Report on Form 8K reporting the transactions herein.


 




  





1











  






 


ARTICLE II. Representations and Warranties of the Shareholders


 


Each Shareholder hereby jointly and severally represents and warrants to the Parent, as follows:


 


SECTION 2.01. Good Title.  The Shareholder is the record and beneficial owner, and has good and marketable title to its Company Shares, with the right and authority to sell and deliver such Company Shares to Parent as provided herein.  Upon registering of the Parent as the new owner of such Company Shares in the share register of the Company, the Parent will receive good title to such Company Shares, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances.  Presently, and upon Closing, the Company will hold 100% of the outstanding securities of UMeLook Limited, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances.


 


SECTION 2.02. Power and Authority.  All acts required to be taken by the 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 Shareholder, enforceable against such Shareholder in accordance with the terms hereof.


 


SECTION 2.03. No Conflicts.  The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of his obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (“Governmental Entity”) under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “Laws”); (ii) will not violate any Laws applicable to such Shareholder; and (iii) will not violate or breach any contractual obligation to which such Shareholder is a party.


 


SECTION 2.04. Purchase Entirely for Own Account.  The Parent Stock proposed to be acquired by the Shareholder hereunder will be acquired for investment for his own account, and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present intention of selling or otherwise distributing the Parent Stock, except in compliance with applicable securities laws.


 


SECTION 2.05. Available Information.  The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Parent.


 


SECTION 2.06. Non-Registration. The Shareholder understands that the Parent Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.  The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Parent Stock in accordance with the Parent charter documents or the laws of its jurisdiction of incorporation. The Shareholder understands that the Parent Stock is characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Parent Stock would be acquired in a transaction not involving a public offering.  The Shareholder further acknowledges that if the Parent Stock is issued to the Shareholder in accordance with the provisions of this Agreement, such Parent Stock may not be resold without registration under the Securities Act or the existence of an exemption therefrom.  The 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. It is understood that the Parent Stock will bear a restrictive legend.


 




  





2











  






 


SECTION 2.07. Accredited Investor.  The Shareholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act and the Shareholder was not organized for the specific purpose of acquiring the Parent Stock.


 


ARTICLE III. Representations and Warranties of the Company and UMeLook Limited


 


The Company and UMeLook Limited represent and warrant to the Parent that:


 


SECTION 3.01. Organization, Standing and Power.  The Company and UMeLook are duly incorporated or organized, validly existing and in good standing under the laws of the British Virgin Islands and Hong Kong respectively, and have the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company, a material adverse effect on the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions.  The Company and UMeLook Limited are duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary. The Company and UMeLook Limited have delivered to the Parent true and complete copies of their respective articles of incorporation and bylaws amended to the date of this Agreement.


 


SECTION 3.02. Capital Structure.  The authorized share capital of the Company consists of 50,000 shares of common stock of which 7,000 shares are issued and outstanding, the Company is not authorized to issue preferred stock.  The authorized Capital Stock of UMeLook Limited consists of 10,000 shares of common stock of which 1 shares is issued and outstanding and held by the Company. UMeLook Limited is not authorized to issue preferred stock.  The Company holds 100% of the outstanding securities of UMeLook Limited free of all liens, claims and encumbrances.







All outstanding shares of the Company and UMeLook Limited are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its domicile of incorporation, the Company Charter Documents or any Contract to which the Company is a party or otherwise bound.  







Except as set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or UMeLook Limited is a party or by which the Company or UMeLook Limited is bound (i) obligating the Company or UMeLook Limited to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or UMeLook Limited, (ii) obligating the Company or UMeLook Limited to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company or UMeLook Limited.


 




  





3











  






 


SECTION 3.03. Authority; Execution and Delivery; Enforceability.  The Company or UMeLook Limited have all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions.  The execution and delivery by the Company and UMeLook Limited of this Agreement and the consummation by the Company or UMeLook Limited of the Transactions have been duly authorized and approved by the Board of Directors of the Company or UMeLook Limited and no other corporate proceedings on the part of the Company or UMeLook Limited are necessary to authorize this Agreement and the Transactions.  When executed and delivered, this Agreement will be enforceable against the Company and UMeLook Limited in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which the Company or UMeLook Limited is subject.


 


SECTION 3.04. No Conflicts; Consents. The execution and delivery by the Company and UMeLook Limited of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or UMeLook Limited under any provision of (i) the Company or UMeLook Limited’s certificate of incorporation or bylaws, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument to which the Company or UMeLook Limited is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to herein any material judgment, order or decree or material Law applicable to the Company or UMeLook Limited or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Company or UMeLook Limited. 







SECTION 3.05. Taxes. The Company and UMeLook Limited have timely filed, or has caused to be timely filed on their behalf, all Tax Returns required to be filed by them, 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 the Company or UMeLook Limited.  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 effect on the Company or UMeLook Limited. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or UMeLook Limited know of no basis for any such claim.  “Taxes” includes all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.  “Tax Return” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.


 


SECTION 3.06. Benefit Plans.  The Company and UMeLook Limited do not have or maintain any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, share ownership, share purchase, share option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding providing benefits to any current or former employee, officer or director.


 




  





4











  






 


SECTION 3.07. Litigation.  There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company or UMeLook Limited.







SECTION 3.08.  Compliance with Applicable Laws.  The Company and UMeLook Limited are in compliance with all applicable Laws.


 


SECTION 3.09. Contracts.  There are no contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Company and UMeLook Limited taken as a whole.  Neither the Company and UMeLook Limited are in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of their respective properties or assets is bound.


 


SECTION 3.10. Title to Properties.  The Company does not own any real property.  The Company and UMeLook Limited have sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses.  


 


SECTION 3.11. Financial Statements.  The Company has provided the Parent with the consolidated financial statements of the Company which include its wholly owned subsidiary, UMeLook Limited and such financial statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of the Company and UMeLook  Limited as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).


  


ARTICLE IV. Representations and Warranties of the Parent


 


The Parent represents and warrants to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”) that:


 




  





5











  






 


SECTION 4.01. Organization, Standing and Power.  The Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Parent, a material adverse effect on the ability of the Parent to perform its obligations under this Agreement or on the ability of the Parent to consummate the Transactions (a “Parent Material Adverse Effect”).  The Parent is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a Parent Material Adverse Effect.  The Parent has delivered to the Company true and complete copies of the certificate of incorporation of the Parent, as amended to the date of this Agreement, and the Bylaws of the Parent, as amended to the date of this Agreement.


 


SECTION 4.02. Subsidiaries; Equity Interests.  The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.


 


SECTION 4.03. Capital Structure.  The authorized capital stock of the Parent consists of no shares of preferred stock and 250,000,000 common shares of Parent Stock, par value $0.0001 per share, of which (i) 19,036,000 shares of Parent Stock are issued and outstanding (before giving effect to the issuances to be made at Closing), and (iii) no shares of Parent Stock are held by the Parent in its treasury. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound


 


SECTION 4.04. Authority; Execution and Delivery; Enforceability.  The execution and delivery by the Parent of this Agreement and the consummation by the Parent of the Transactions have been duly authorized and approved by the Board of Directors of the Parent and no other corporate proceedings on the part of the Parent are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with the terms hereof.


 


SECTION 4.05. No Conflicts; Consents.  The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.  No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than the (A) filing with the SEC of reports under Sections 13 and 16 of the Exchange Act, and (B) filings under state “blue sky” laws, as each may be required in connection with this Agreement and the Transactions.


 




  





6











  






 


SECTION 4.06. SEC Documents; Undisclosed Liabilities. The Parent has filed all filings and schedules pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934, as applicable (the “Parent SEC Documents”).  As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not 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.  Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any 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.  The financial statements of the Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).Except as set forth in the Parent SEC Documents, the Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of the Parent or in the notes thereto.  


 


SECTION 4.07 Absence of Certain Changes or Events.  Except as disclosed in the filed Parent SEC Documents from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been:


 


(a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect;


 


(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect;


 


(c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it;


 


(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect;


 


(e) any material change to a material Contract by which the Parent or any of its assets is bound or subject;


 


(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;


 


(g) any resignation or termination of employment of any officer of the Parent;


 


(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets;







(i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;


 




  





7











  






 


(j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;


 


(k) any alteration of the Parent’s method of accounting or the identity of its auditors;


 


(l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or


 


(m) any arrangement or commitment by the Parent to do any of the things described in this Section.


 


SECTION 4.08. Taxes. The Parent 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, any delinquency in filing 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 Parent Material Adverse Effect.  All Taxes shown to be due on such Tax Returns, or otherwise owed, has 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 Parent Material Adverse Effect. The most recent financial statements contained in the Parent SEC Documents reflect an adequate reserve for all Taxes payable by the Parent (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 the Parent, 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 Parent Material Adverse Effect.There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Parent.  The Parent is not bound by any agreement with respect to Taxes.


 


SECTION 4.09. ERISA Compliance; Excess Parachute Payments.  The Parent does not, and since its inception never has, maintained, or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other Parent Benefit Plan for the benefit of any current or former employees, consultants, officers or directors of Parent.


 


SECTION 4.10. Litigation.  Except as disclosed in the Parent SEC Documents, there is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Parent Stock or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Parent Material Adverse Effect.  Neither the Parent nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.


 


SECTION 4.11. Compliance with Applicable Laws.  The Parent is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.  Except as set forth in the Parent SEC Documents, the Parent has not received any written communication during the past two years from a Governmental Entity that alleges that the Parent is not in compliance in any material respect with any applicable Law.  The Parent is in compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Parent Material Adverse Effect.


 




  





8











  






 


SECTION 4.12. Contracts.  Except as disclosed in the Parent SEC Documents, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Parent taken as a whole.  The Parent is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.


 


SECTION 4.13. Title to Properties.  The Parent has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses.  All such assets and properties, other than assets and properties in which the Parent has leasehold interests, are free and clear of all Liens and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of the Parent to conduct business as currently conducted.  The Parent has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect.  The Parent enjoys peaceful and undisturbed possession under all such material leases.


 


SECTION 4.14. Intellectual Property.  The Parent owns, or is validly licensed or otherwise has the right to use, all Intellectual Property Rights which are material to the conduct of the business of the Parent taken as a whole.  The Parent Disclosure Schedule sets forth a description of all Intellectual Property Rights which are material to the conduct of the business of the Parent taken as a whole.  No claims are pending or, to the knowledge of the Parent, threatened that the Parent is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.  To the knowledge of the Parent, no person is infringing the rights of the Parent with respect to any Intellectual Property Right.


 


SECTION 4.15. Labor Matters.  There are no collective bargaining or other labor union agreements to which the Parent is a party or by which it is bound.  No material labor dispute exists or, to the knowledge of the Parent, is imminent with respect to any of the employees of the Parent.


 


SECTION 4.16. Transactions With Affiliates and Employees.  Except as set forth in the Parent SEC Documents, none of the officers or directors of the Parent and, to the knowledge of the Parent, none of the employees of the Parent is presently a party to any transaction with the Parent or any subsidiary (other than for services as employees, officers and directors), including any contract, agreement 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 the Parent, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.







SECTION 4.17. No Additional Agreements.  The Parent does not have any agreement or understanding with the Shareholders with respect to the Transactions other than as specified in this Agreement.


 


SECTION 4.18. Investment Company.  The Parent 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.


 




  





9











  






 


SECTION 4.19. Listing and Maintenance Requirements.  The Parent is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the Parent Stock on the trading market on which the Parent Stock are currently listed or quoted.  The issuance and sale of the Parent Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Stock are currently listed or quoted, and no approval of the stockholders of the Parent is required for the Parent to issue and deliver to the Shareholders the Parent Stock contemplated by this Agreement.


 


SECTION 4.20. No Undisclosed Events, Liabilities, Developments or Circumstances.  No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Parent, its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Parent under applicable securities laws on a registration statement on Form S-1 filed with the SEC which has not been disclosed in the Parent SEC documents.


 


ARTICLE V. Deliveries


 


SECTION 5.01. Deliveries of the Shareholders.







(a) Concurrently herewith the Shareholders are delivering to the Parent this Agreement executed by the Shareholders; and


(b) At or prior to the Closing, the Shareholders shall deliver to the Parent certificates representing its Company Shares with medallion guaranteed stock powers attached so as to make the Parent the owner thereof.







SECTION 5.02. Deliveries of the Parent.







(a) Concurrently herewith, the Parent is delivering to the Shareholders and to the Company, a copy of this Agreement executed by the Parent; and


(b) Promptly following the Closing, the Parent shall deliver to the Shareholders, certificates representing the new shares of Parent Stock issued to the Shareholders set forth on Exhibit A.







SECTION 5.03. Deliveries of the Company and UMeLook Limited.







(a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company; and


(b) Concurrently herewith, UMeLook Limited is delivering to the Parent this Agreement executed by UMeLook Limited and certificates representing 100% of the outstanding securities of UMeLook  Limited with medallion guaranteed stock powers so as to make the Parent the sole owner thereof.









  





10











  






 


ARTICLE VI. Conditions to Closing


 


SECTION 6.01. Shareholders and Company Conditions Precedent.  The obligations of the Shareholders, the Company and UMeLook Limited to enter into and complete the Closing is subject, at the option of the Shareholders and the Company, to the fulfillment on or prior to the Closing Date of the following conditions.


 


(a) Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.  The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date.  The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.


 


(b) Litigation.  No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Company or the Shareholders, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Parent or the Company.


 


(c) Deliveries.  The deliveries specified in Section 5.02 shall have been made by the Parent.


 


(d) Satisfactory Completion of Due Diligence.  The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.


 


SECTION 6.02. Parent Conditions Precedent.  The obligations of the Parent to enter into and complete the Closing are subject, at the option of the Parent, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Parent in writing.


 


(a) Representations and Covenants.  The representations and warranties of the Shareholders, the Company and UMeLook Limited contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.  The Shareholders, the  Company and UMeLook Limited shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders, the Company and UMeLook Limited on or prior to the Closing Date.  







(b) Litigation.  No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Parent, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Parent.


 


(c) Satisfactory Completion of Due Diligence.  The Parent shall have completed its legal, accounting and business due diligence of the Company and the results thereof shall be satisfactory to the Parent in its sole and absolute discretion.


 




  





11











  






 


ARTICLE VII. Covenants


 


SECTION 7.01. Public Announcements.  The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.


 


SECTION 7.02. Fees and Expenses.  All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.


 


SECTION 7.03. Continued Efforts.  Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.


 


SECTION 7.04. Access.  Each Party shall permit representatives of any other Party to have full access to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to such Party.


 


SECTION 7.05. Preservation of Business.  From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective  representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.


 


ARTICLE VIII. Miscellaneous


 


SECTION 8.01. Amendments; Waivers; No Additional Consideration.  No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.


 


SECTION 8.02. Replacement of Securities.  If any certificate or instrument evidencing any Parent Stock is mutilated, lost, stolen or destroyed, the Parent shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Parent of such loss, theft or destruction and customary and reasonable indemnity, if requested.  The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Parent Stock.  If a replacement certificate or instrument evidencing any Parent Stock is requested due to a mutilation thereof, the Parent may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 




  





12











  






 


SECTION 8.03. Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Shareholders, Parent and the Company will be entitled to specific performance under this Agreement.  The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.


 


SECTION 8.04. Limitation of Liability.  Notwithstanding anything herein to the contrary, each of the Parent and the Company acknowledge and agree that the liability of the  Shareholders arising directly or indirectly, under any transaction document of any and every nature whatsoever shall be satisfied solely out of the assets of the Shareholders, and that no trustee, officer, other investment vehicle or any other affiliate of the Shareholders or any investor, shareholder or holder of shares of beneficial interest of the Shareholders shall be personally liable for any liabilities of the Shareholders.


 


SECTION 8.05. Interpretation.  When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”


 


SECTION 8.06. Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby is not affected in any manner materially adverse to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that Transactions contemplated hereby are fulfilled to the extent possible.


 


SECTION 8.07. Counterparts; Facsimile Execution.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.  Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.


 


SECTION 8.08. Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with the Company Disclosure Schedule and the Parent Disclosure Schedule, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.


 


SECTION 8.9. Governing Law.  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without reference to principles of conflicts of laws.  Any action or proceeding brought for the purpose of enforcement of any term or provision of this Agreement shall be brought only in the Federal or state courts sitting in Delaware, Delaware, and the parties hereby waive any and all rights to trial by jury.



 


SECTION 8.10. Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties.  Any purported assignment without such consent shall be void.  Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.


 






  





13











  






 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.


   


	The Parent:	 	 
	 	ALPHARX, INC.	 
	 	 	 	 
	
 

	
By: 

	/s/ Michael Lee  	 
	 	 	Chief Executive Officer & Principal Accounting Officer	 
	 	 	 	 
	The Company:	 	 	 
	 	UMELOOK HOLDINGS LIMITED	 
	 	 	 	 
	 	By: 	/s/ Yee Chu   	 
	 	 	Its: Managing Director	 
	 	 	 	 
	 	UMELOOK LIMITED	 
	 	 	 	 
	 	By: 	/s/ Yee Chu	 
	 	 	Its: Managing Director	 







 


 


 


[Signature Page to Agreement]


 




  





14











  






 



	The Shareholders:	 	 	 
	 	By: 	/s/ Yan Zeng	 
	 	 	
Yan Zeng

	 
	 	 	 	 
	 	By:	/s/ Qui Zhen Mo   	 
	 	 	
Qui Zhen Mo

	 
	 	 	 	 
	 	By:	/s/ Song Zhang  	 
	 	 	
Song Zhang

	 
	 	 	 	 
	 	By:	/s/ Yu Tao Zhi	 
	 	 	Yu Tao Zhi	 
	 	 	 	 
	 	By:	/s/ Jie Xu	 
	 	 	Jie Xu	 
	 	 	 	 
	 	By:	/s/ Tao Zhang	 
	 	 	Tao Zhang	 
	 	 	 	 
	 	Fully Legend Limited, a British Virgin Islands Company	 
	 	 	 	 
	 	By:	/s/ Joyce Li 	 
	 	 	Joyce Li, Managing Director	 
	 	 	 	 
	 	Vago International Limited, a British Virgin Islands Company	 
	 	 	 	 
	 	By:	/s/ Yee Chu	 
	 	 	Yee Chu, Managing Director	 





 




  





15











  











EXHIBIT A







Shareholders of UMELOOK Holdings Limited








	
Name and Address of Shareholder

	
Number of Shares of  Parent Stock Being  issued to Shareholder

	
Number of UMELOOK Holdings Limited Shares Being Exchanged & Percentage Represented

	
Number of Options to be Received


	
Yan Zeng

	
5,500,000

	
6.18%

	  
	
Qui Zhen Mo

	
670,000

	
0.75%

	  
	
Song Zhang

	
670,000

	
0.75%

	  
	
Yu Tao Zhi

	
670,000

	
0.75%

	  
	
Jie Xu

	
1,580,000

	
1.77%

	
500,000


	
Tao Zhang

	
910,000

	
1.02%

	
500,000


	
Fully Legend Limited

	
4,000,000

	
4.49%

	  
	
Vago International Limited

	
56,000,000

	
62.90%

	  
	
Totals:

	
70,000,000

	
78.62%

	
1,000,000







 




16