TransAKT Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com







	SHARE PURCHASE AND SALE AGREEMENT 
	 
	 
	BETWEEN 
	 
	 
	Mr. Pan Yen Chu 
	AS PURCHASER 
	 
	 
	AND 
	 
	 
	TRANSAKT LTD 
	AS VENDOR 
	 
	 
	REGARDING THE ACQUISITION OF ALL OF THE ISSUED AND
      OUTSTANDING SHARES OF TAIWAN 
	HALEE INTERNATIONAL CO. LTD. 
	 
	 
	JANUARY 4, 2013 






Table Of Contents

	Article 	Page 
	1
      Interpretation 	4
    
	 	1.1 	Definitions 	4 
	 	1.2 	Headings
    	6 
	 	1.3 	Extend Meanings 	6 
	 	1.4 	Accounting
      Principles 	6 
	 	1.5 	Currency 	6 
	 	1.6 	Schedules
    	6 
	2 Purchase Of Shares
    	6 
	 	2.1 	Purchase of
      Shares 	6 
	 	2.2 	Closing 	7 
	3
      Representations And Warranties 	7
    
	 	3.1 	Representations and
      Warranties of the Vendor and the Shareholders 	7 
	 	3.2 	Survival of
      Vendor’s and Shareholder’s Representations and Warranties 	11
  
	 	3.3 	Representations and
      Warranties of the Purchaser 	12 
	 	3.4 	Survival of
      the Purchaser’s Representations and Warranties 	12
  
	4 Covenants 	12 
	 	4.1 	Taxes
	12
  
	 	4.2 	Covenants of the Vendor and
      Shareholders 	13 
	 	4.3 	Covenants of
      the Purchaser 	14
  
	 	4.4 	Financial Reporting 	14 
	 	4.6 	Non-Competition Provisions 	15
  
	 	4.7 	Independent Appraisal
	15 
	5
      Conditions 	15
      
	 	5.1 	Conditions for the Benefit
      of the Purchaser 	15 
	 	5.2 	Conditions
      for the Benefit of the Shareholders 	17
  
	6 General 	18 
	 	6.1 	Further
      Assurances 	18
  
	 	6.2 	Time of the Essence 	18 
	 	6.3 	Commissions
      	19
  
	 	6.4 	Legal and Accounting Fees
      	19 
	 	6.5 	Public
      Announcements 	19
  


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	 	6.6
      	Benefit
      of the Agreement 	19
      
	 	6.7
      	Entire
      Agreement 	19
      
	 	6.8
      	Amendments
      and Waiver 	19
      
	 	6.9
      	Assignment
      	20
      
	 	6.10
      	Notices
      	20
      
	 	6.11
      	Governing
      Law 	20
      
	 	6.12
      	Attornment
      	21
      


3




SHARE PURCHASE AND SALE AGREEMENT

THIS AGREEMENT is dated the 4th day of January, 2013

Between:

     TRANSAKT LTD., 
a
corporation incorporated under the laws Of the STATE OF NEVEDA,
USA
(Hereinafter referred to as the “Vendor”)

-And-

     PAN YEN CHU, a businessman
in the city of Taipei, Taiwan. R.O.C
(Hereinafter collectively referred to as
the “Purchaser”)

WHEREAS the Purchaser has agreed to purchase all issued and
outstanding shares of Taiwan Halee International Co. Ltd. from the Vendor, and
the Vendor has agreed to sell the Shares to the Purchaser, upon and subject to
the terms and condition hereof; 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and the covenants and agreements herein contained the parties
hereto as follows:

ARTICLE 1 
INTERPRETATION

1.1 Definitions

In this Agreement, unless something in the subject matter or
context is inconsistent therewith:

		(a) 	
      “Agreement” means this agreement and all
      amendments made hereto by written agreement amongst the Purchaser and the
      Vendor;

	 	 	 
		(b) 	“HTT Shares” means all 6,000,000 issued and
      outstanding shares of Taiwan Halee International Co. Ltd.;
	 	 	 
		(c) 	
      “Bill of Sale and General Conveyance” means the
      form of Bill of Sale and general Conveyance attached hereto as Schedule
      ”C”;

	 	 	 
		(d) 	
      “Business Day” means a day other than Saturday,
      Sunday, or statutory holiday in Las Vegas;



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	 	(e) 	
      “Closing Date” means January 4, 2013, or such
      other date as may be agreed to in the writing amongst the Purchaser and
      the Vendor, or as may be required by the Exchange or the Taiwan
      Government;

	 	 	 
	 	(f) 	
      “Effective Date” means the Closing Date or such
      earlier date agreed to by the Parties.

	 	 	 
	 	(g) 	
      “Employment Agreement” means the form of
      Employment Agreement attached hereto as Schedule ”D”;

	 	 	 
	 	(h) 	
      “Exchange” means OTC Markets OTCQB
  Exchange;

	 	 	 
	 	(i) 	
      “Exchange Assets and Liabilities” means the assets
      and liabilities of the Vendor listed and described in Schedule ”E”
      attached hereto;

	 	 	 
	 	(j) 	
      “Independent Appraisal” means the independent
      appraisal of the Assets to be obtained by the Purchaser in accordance with
      Section 4.9 hereof;

	 	 	 
	 	(k) 	
      “Purchaser” means Pan Yen Chu;

	 	 	 
	 	(l) 	
      “TransAKT Shares ” means an agreement of
      45,000,000 common shares in the capital of the Vendor at a price of
      US$0.04 per share from the Purchaser pursuant to this Agreement upon
      approval of the Exchange and all other regulatory bodies having
      jurisdiction;

	 	 	 
	 	(m) 	
      “TransAKT Taiwan” means a direct or indirect
      wholly-owned subsidiary of the Vendor incorporated and organized under the
      laws of Taiwan, R.O.C;

	 	 	 
	 	(n) 	
      “Taiwan Halee International Co. Ltd.” means a
      direct or indirect wholly-owned subsidiary of the Vendor incorporated and
      organized under the laws of Taiwan, R.O.C;

	 	 	 
	 	(o) 	
      “Vendor” means TransAKT
Ltd.




	 	(p) 	“Vendor’s Business” means the business
      and undertaking operated and conducted by the vendor’s Taiwan Halee
      International division as of the Effective Date and the date of this
      Agreement, including the provisioning and supplying of telephones and
      voice-over-internet-protocol equipment. 
	 	 	 
	 	(q) 	“Vendor’s Financial Statements” means
      the balance sheet and statements of income, retained earnings and changes
      in financial position, and the notes thereto, for the fiscal period ended
      in the Effective Date attached hereto as Schedule “B” 


1.2 Headings

Insertions of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The
terms “this Agreement”, “hereof”, “hereunder”, and similar expression refer to
this Agreement and not to any particular Article, Section or other portion hereof and include any agreement
supplemental hereto. Unless something in the subject matter or context is
inconsistent therewith, references herein to Articles and Sections are to
Articles and Sections and Agreement.

5




1.3 Extended Meanings

In this Agreement, unless the context requires otherwise, words
importing the singular number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine and neuter
genders and vice versa, and words importing persons shall include, partnerships,
associations, trusts, unincorporated organizations and corporations.

1.4 Accounting Principles

Wherever in this Agreement reference is made to a calculation
to be made in accordance with generally accepted accounting principles from time
to time approved by the USA Institute of Chartered Accountants, or any successor
institute, applicable as at the date on which such calculation is made or
required to be made in accordance with generally accepted accounting
principles.

1.5 Currency

All references to currency herein are to lawful money of the
United States unless otherwise stated.

1.6 Schedules

The following are the Schedules annexed hereto and incorporated
by reference and deemed to be part hereof;

Schedule "A"- List and Description of
Assets and Liabilities; 
Schedule “B”- Vendor’s financial Statements;

Schedule “C”- Form of Bill of Sale and General Conveyance; 
Schedule “D”-
Excluded Assets and Liabilities

ARTICLE 2 
PURCHASE OF SHARES

2.1 Purchase of Shares

(1) The Vendor shall sell and transfer the HTT Shares to the
Purchaser, and the Purchaser shall purchase and acquire the HTT Shares form the
Vendor, for and in consideration of 45,000,000 shares of TransAKT from the
purchaser, upon and subject to the terms and conditions hereof; 

(2) Certificates
  evidencing the TransAKT Shares shall be delivered by the Purchaser to the Vendor on the Closing Date against delivery to the Purchaser of
  the Bill of Sale and General Conveyance and actual and physical possession of
  the HTT Shares. 

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(3) The parties hereto acknowledge that the shares of TransAKT
are trading on the Exchange at USD 0.035 as of the date of this agreement and
that the maximum allowable discount permitted by the exchange on the issue of
the TransAKT Shares is 25%, as of the date of this agreement. In accordance with
the requirements of the exchange, the independent Appraisal will be completed to
allow ratification by the exchange of the value of the TransAKT Shares to be
surrendered relative to the value of the HTT Shares.

(4) For greater certainty, the Purchaser and the Vendor hereby
acknowledge and agree that the Excluded Assets and Liabilities are not being
transferred, sold or assumed to or by the Purchaser pursuant to this Agreement,
and the Vendor hereby agrees to indemnify and save the Purchaser harmless from
and against any loss, cost, expense, damage or liability whatsoever arising from
or in any way relating to the Excluded Assets and Liabilities.

2.2 Closing

The sale and transfer of the HTT Shares and delivery of the
TransAKT Shares shall be completed on the Closing Date concurrently at the
offices of the Purchaser’s solicitors, in Vancouver, British Columbia,
Canada.

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendor

The Vendors and Shareholders jointly and severally represent
and warrant to the Purchasers as follows: (a) The Vendor

	 	I. 	
      is a corporation, organized and subsisting under the laws
      of the Las Vegas;

	 	 	 
	 	II. 	
      has all requisite legal power and authority and the legal
      right to operate and conduct the Vendor’s Business and to own the HTT
      Shares;

	 	 	 
	 	III. 	
      is in compliance with its articles of incorporation,
      by-laws or other corporate documents, as the case may be;

	 	 	 
	 	IV. 	
      is in compliance with all other applicable requirements
      of the law in each jurisdiction where it carries on the Vendor’s business;
      and has all permits from or by, has made all necessary filings with, and
      has given all necessary notices to, the extent required for such
      ownership, operation and conduct, except for permits which can be obtained
      by the taking of ministerial action to secure the grant or
transfer thereof;



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(b) The execution, delivery and performance of the Vendor of
this Agreement and the consummation of the transactions contemplated hereby;

	 	I. 	
      are within the Vendor’s corporate powers;

	 	 	 
	 	II. 	
      have been duly authorized by all necessary corporate
      action, including without limitation, the consent and approval of the
      requisite number of percentage of directors and shareholders of the
      Vendor;

	 	 	 
	 	III. 	
      do not and will not:




	 	A. 	
      contravene the Vendor’s articles of importance, bylaw,
      resolutions of its directors and shareholders or other comparable
      governing document;

	 	 	 
	 	B. 	
      violate any other applicable requirement of law, or any
      order or decree of any applicable governmental authority or
    arbitrator;

	 	 	 
	 	C. 	
      conflict with or result in the breech of, or constitute a
      default under, or result in or permit the termination or acceleration if,
      any contractual obligation of the Vendor; or

	 	 	 
	 	D. 	
      result in the creation or imposition of any lien,
      encumbrance or charge upon any of the Vendor’s Business;
  and




	 	IV. 	
      do not require the consent of, authorization by, approval
      of , notice to , or filing or registration with, any governmental
      authority or any other person, other than those which have been or will be
      delivered on the Closing date to the Purchaser, and each of which from and
      after the Closing Date is and will be in full force and
  effect;



(c) this Agreement has been, and each of the closing documents
to which the Vendor is a party will have been, upon delivery thereof pursuant
hereto, duly executed and delivered by the Vendor as required; and this
Agreement is and the closing documents to which the Vendor is a party will be,
when delivered hereunder, legal, valid and binding obligations of the Vendor,
enforceable against it in accordance with their term, except as and enforcement
of such terms may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws, both state and federal,

Affecting the enforcement of creditor’s right or remedies in
general from time to time in effect and the exercise by counts of equitable
powers or their application of public principles of public policy;

(d) The HTT Shares, taken as a whole, constitute substantially
all of the property and undertaking of the Taiwan Halee International Co. Ltd.
required in connection with the operation and conduct of the Vendor’s Business;

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(e) the Vendor is the legal and beneficial owner of all of the
HTT Shares, with title thereto, free and clear of all mortgages, security
interests, claims, liens, charges, encumbrances or restrictions of any kind
whatsoever;

(f) no other person has any written or verbal agreement,
option, understanding or commitment, or any right or privilege capable of
becoming an agreement, for the purchase from the Vendor of any the HTT
Shares;

(g) the Vendor’s Financial Statements (1) accurately and fairly
set out and disclose the financial position of the Vendor, including the
relation to the HTT Shares and the Vendor’s Business, as at the Effective Date,
and (2) have been prepared in accordance with generally accepted accounting
principles consistently applied;

(h) since closing date, there has been no change in the
affairs, business, prospects, operations or condition the Vendor’s Business,
financial or otherwise, whether arising as a result if any legislative or
regulatory change, revocation of any license or right to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought, riot, storm,
condemnation, act of God, public force or otherwise, except changes occurring in
the ordinary course of business which changes have not had, nor are expected to
have, a material adverse effect on the organization, business, properties,
prospects, or financial condition of the Vendor’s Business; 

(i) there are no pending or , to the best knowledge of the
Vendor, threatened actions, investigations or proceedings affecting the Vendor’s
Business before and court, governmental authority or arbitrator; and the
performance of any action by the Vendor required or contemplated by this
Agreement is not restrained or enjoined (either temporarily, preliminarily, or
permanently), and no material adverse effect is expected to result from or be
imposed by any court, governmental authority or arbitrator, by or from any of
the foregoing transactions;

(j) The Vendor as not made any untrue, inaccurate or misleading
statement, claim or commitment, and has not made any misrepresentation of any
fact or circumstance whatsoever, to any third party in relation to Vendor’s
Business;

(k) The Vendor is not (1) a party to any contractual or
contingent obligation the compliance with would have a material adverse effect
on the Vendor’s Business, or The performance of which by any thereof, either
unconditionally or upon the happening of an event, will result in the creation
of a lien, charge or encumbrance on the Vendor’s Business or which would impair
the exclusive use and enjoyment thereof, or (2) subject to any charter or
corporate restriction which has a material adverse effect on the Vendor’s
Business;

9




(l) the Vendor is not in default under or with respect to any
contractual obligation or contingent obligation owned by it and, to the best
knowledge of the Vendor and the shareholders, no other party is in default under
or with respect to any contractual obligation or contingent obligation owned to
it; and all of the contracts comprising part of the Vendor’s Business are in
full force and effect and enforceable against the other parties thereto in
accordance with their respective terms, and there are no defaults or notices of
default in respect thereof;

(m) There is no requirement of law the compliance with which by
the Vendor would have a material adverse effect on the Vendor’s Business;

(n) the Vendor’s Business is insured against loss, destruction
and damage by insurance policies customarily carried in respect to similar
assets and business, and such insurance policies will be continued in full force
and effect up to the Closing Date; all policies of insurance of any kind or
nature owned by or issued to the Vendor, including without limitation, policies
of life, fire, theft, product liability, public liability, property damage and
other casualty, employee fidelity, worker’s compensation and employee health and
welfare insurance, are in full force and effect and are of a nature and provide
such coverage as is sufficient and is customarily carried by companies of the
size and character of the Vendor;

(o) the Vendor’s Business have been operated in the ordinary
and normal course since the Effective Date and will be operated in the ordinary
and normal course after the date hereof and up to the Closing Date; the Vendor
covenants and agrees to use all commercially reasonable efforts to preserve
intact the Vendor’s Business, preserve the relationship with all existing
customers and vendors, perform all of its contractual obligation as such
obligations affect the Vendor’s Business, including keeping all required
licenses and permits current and in good standing with the vendors or licensors
thereof, and not to enter into any new contracts, agreements or other
obligations affecting the Vendor’s Business, other than the ordinary course of
business, without the prior written approval of the Purchaser, up to the Closing
Date;

(p) the Vendor has the legal and beneficial right, title,
estate an interest, free and clear of any and all liens, charges, encumbrances
or rights or claims of others, in and to all license, permits, patents rights,
patents applications, trademarks, trademark applications, copyright
applications, franchises, and all other technology and intellectual property
listed and described in Schedule “a” and comprising part of the Assets required
to operate and conduct the Vendor’s Business; 

10




and for greater certainty the Purchaser shall acquire pursuant
to this Agreement all of the Vendor’s and the Vendor’s Business and the
exclusive rights thereto including all rights to grant licenses to third
parties, together with the legal and beneficial right to submit application or
registration of all such knowledge, concepts and ideas in the Purchaser’s
name;

(q) the Vendor has complied with and kept current and in good
standing all customer and support service warranties, agreements, liabilities,
trade payables and other obligations related to the Vendor’s Business;

(r) there are no transfer fees payable to any governmental
authority or any other third party respect to the sale and transfer of the
Vendor’s Business pursuant to this Agreement;

(s) neither this Agreement nor any closing document, schedule,
list, certificate, declaration under oath or written statement now or hereafter
furnished by the Vendor and the Shareholders to the Purchaser in connection with
the transactions contemplated by this agreement contains or will contain any
untrue statement or representation of a material fact on the part of the Vendor
or the shareholders or omits or will omit on behalf of the Vendor and the
Shareholders to state a material fact necessary to make any such statement or
representation therein or herein contained not misleading; and

(t) the Vendor and the Shareholders have no information or
knowledge of any fact not communicated to the Purchaser and relating to the
Vendor’s Business which, if know to the Purchaser, might reasonably be expected
to deter the Purchaser from entering into this Agreement or from completing the
transactions contemplated by this Agreement; and all facts known to the Vendor
and Shareholders which are material to an understanding of the Vendor’s Business
have been disclosed to the Purchaser.

3.2 Survival of Vendor’s and Shareholder’s Representations
and Warranties

The representations and warranties of the Vendor and the
Shareholders set forth in Section 3.1 are joint and several and shall continue
in full force and effect for the benefit of the Purchaser for a period of five
(5) years from the Closing Date.

3.3 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor and the
Shareholders that:

(a) The Purchaser is a businessman residing in Taiwan and has
made all necessary filings under applicable corporate securities and taxation
laws or any other laws to which it is subject; 

(b) The purchaser has good and sufficient power, authority and
right to enter into and deliver this Agreement and to transfer the legal and
beneficial title and ownership of the TransAKT Shares to the Vendor, free and
clear of all Liens, charges, encumbrances and any other rights of others; 

11




(c) Neither the entering into nor the delivery of this
Agreement nor the completion if the transactions contemplated hereby the
Purchaser will result in the violation of;

	 	i. 	
      Any agreement or other instrument to which the Purchaser
      is a party or by which the Purchaser is bound; or

	 	 	 
	 	ii. 	
      Any applicable law, rule or
regulation;



3.4 Survival of the Purchaser’s Representations and
Warranties

The representations and warranties of the Purchaser set forth
in section 3.3 shall continue in full force and effect for the benefit of the
Vendor and the Shareholders for a period of five (5) years from the Closing
Date.

ARTICLE 4 COVENANTS 

4.1 Taxes

The Purchase dose not assume and shall not be liable for any
taxes whatsoever under or pursuant to applicable Taiwan, or United Stated
taxation laws or any other taxes whatsoever which maybe or become payable or the
Vendor or the Shareholders including, without limiting the generality of the
foregoing, any taxes resulting from or arising as a consequence of the transfer
of the HTT Shares by the Vendor to the Purchaser herein contemplated, and the
Vendor and Shareholders shall jointly and severally indemnify and save harmless
the Purchaser from and against all such taxes.

4.2 Covenants of the Vendor and shareholders

	(1) 	
      The Vendor and the Shareholders jointly and severally
      shall ensure that the representations and warranties of the Vendor and the
      Shareholders herein are true and correct on the Closing Date and the
      conditions of closing for the benefit of the Purchaser have been performed
      or complied with on or before the Closing Date.

	 	 
	(2) 	
      The Vendor and the Shareholders jointly and severally
      shall indemnify and save harmless the Purchaser from and against all
      losses, damages or expenses directly or indirectly suffered by the
      Purchaser (except consequential damages) resulting from any breech of any
      covenant of the Vendor and the Shareholders contained in the Agreement or,
      subject to Section 3.2 from any inaccuracy or misrepresentation in any
      representation or warranty set forth in Section 3.1.

	 	 
	(3) 	
      The Vendor and the Shareholders jointly and severally
      shall permit the Purchaser, through its agents and representatives, to
      make such reasonable investigation prior to the
Closing Date of the Vendor’s Business and of the Vendor’s
      financial and legal condition as the Purchaser considers necessary or
      advisable to familiarize itself with the Vendor’s Business and other
      matters, and the Vendor and the Shareholders shall supply any and all
      document records of the Vendor to the Purchaser and its agents and
      representatives as they may reasonably require. The Vendor and the
      Shareholders shall also permit the inspection of the Vendor’s Business of
      the Vendor prior to the Closing Date by such federal, provincial, or
      municipal authorities as the Purchaser may require. Such investigations
      and inspections shall not however, affect or mitigate the Vendor and the
      Shareholder’s covenants, representations and warranties hereunder which
  shall continue in full force and effect.



12





	(4) 	
      The Vendor and the Shareholders shall, at the request of
      the Purchaser and at the Purchaser’s cost, execute and deliver any
      instruments, including but not limited to assignment of patents, patent
      right, trademarks, copy rights, suitable for registration with the
      appropriate governmental authority, to allow the Purchaser to perfect its
      interests in the tangible and intangible Assets conveyed pursuant to this
      Agreement.



4.3 Covenants of purchaser

	(1) 	
      The Purchaser will ensure that the representations and
      warranties of the Purchase herein are true and correct on the Closing Date
      and that the condition of the closing for the benefit of the Vendor have
      been performed or complied with on or before the Closing Date.

	 	 
	(2) 	
      The Purchaser jointly and severally shay indemnify and
      save harmless the Vendor and the Shareholders from and against all losses,
      damages or expenses directly or indirectly suffered by the Vendor and the
      Shareholders except consequential damages resulting from and breech of any
      covenant of the Purchaser contained in this Agreement or, subject to
      Section 3.4 from any inaccuracy or misrepresentation in any representation
      or warranty set forth in Section 3.3



4.4 Financial Reporting

Not with standing any provision of this Agreement, the
Purchaser may report in its financial statements from the Effective Date the
gross revenue and expenses relating to the Vendor’s Business.

4.5 Non- Competition Provisions

	(1) 	
      The Vendor covenants and agrees that during the period
      commencing on the Effective Date and ending five (5) years after the
      Closing Date, it will not, nor will it permit its officers, directors or employees, either directly or
      indirectly, engage in or conducts any business that is directly
      competitive to the Vendor’s Business or any other business conducted by
  the Purchaser as at the Closing Date.



13





	(2) 	
      The Employment Agreements to be executed between the
      Purchaser and the key personnel shall also contain a non-competition
      provision pursuant to which the key personnel will agree not to compete
      with the Purchaser for a period of two(2) years commencing on the date
      that the key personnel cease to be employees of the Purchaser, and that
      the key personnel will not be employed by, either directly or indirectly,
      carry on or be engaged or concerned or interested or assist any other
      person, corporation, and any other form of business association, which
      carries on any business that is directly competitive to the Vendor’s
      Business or any other business conducted by the Purchaser as at the
      Closing Date.



4.7 Independent Appraisal

On or before the Closing Date, the Purchaser shall obtain an
independent appraisal of the Vendor’s Business (the “Independent Appraisal”).
The Independent Appraisal will be required by the Exchange. The Independent
Appraisal shall be conducted by a qualified appraiser of the assets and business
in the nature of the Vendor’s Business and acceptable to each of the Purchaser
and the Vendor, both acting reasonably, and the Exchange.

ARTICLE 5 CONDITIONS

5.1 Conditions for the benefit of the Purchaser

(1) The transfer by the acquisition by the Purchaser of the HTT
Shares is subject to the following conditions which are for the exclusive
benefit of the Purchaser to be performed or complied with on or before the
Closing Date:

(a) The representations and warranties
of the Vendors and the Shareholders set forth in Section 3.1 shall be true and
correct on the Closing Date with the same force and effect as if made at and as
of such time: 

(b)The Vendor and the Shareholders
shall have performed or complied with all if the terms, covenants and conditions
of this Agreement to be performed or complied with by the Vendor and the
Shareholders of or before the Closing Date; 

(c) The Purchaser shall be furnished
with such certifications, affidavits or statutory declaration of the Vendor and
the Shareholders as the Purchaser may reasonably think necessary in order to
establish that the terms, covenants and conditions contained in this Agreement
to have been performed or complied with by the Vendor and the Shareholders as the case may be, on or before the
Closing Date have been performed and complied with and that the representations
and warranties of the Vendor and the Shareholders herein given are true and
correct on the Closing Date; 

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(d) No material change with respect to
the Vendor’s Business or the Shareholders shall have occurred between the date
of signing of this Agreement and the Closing Date; 

(e) All necessary steps and proceedings
shall have been completed on order for the HTT Shares to be duly and regularly
transferred to and registered in the name

(f) The execution, delivery and
performance by the Vendor of this Agreement and the consummation of the
transactions contemplated hereby shall have been duly authorized by all
necessary corporate action, including, without limitation, the consent and
approval of the requisite number or percentage of directors and Shareholders of
the Vendor; 

(g) The consummation of the
transactions contemplated hereby shall have been approved by the applicable
foreign investment regulatory agency or commission, and any other applicable
government or regulatory authority in Taiwan; 

(h) The Vendor shall have duly executed
and delivered the Bill of Sale and General Conveyance and shall have delivered
actual and physical possession of the HTT Shares to the Purchaser on the
direction of the Purchaser; 

(k) The Purchaser completes all due
diligence investigation, the result of which are satisfactory to the Purchaser
in its sole discretion; and 

(l) The form and legality of all
matters incidental to the transfer by the Vendor and the acquisition by the
Purchaser of the HTT Shares shall be subject to the approval of the Purchaser’s
legal counsel, acting reasonably.

(2) In case any term or covenant of the Vendor and the
Shareholders or condition to be performed or complied with for the benefit of
the Purchaser on or before the Closing Date shall have been performed or
complied with on or before the Closing Date, the Purchaser may, without limiting
any other right that it may have, as its sole option, either;

	 	(a) 	
      Rescind this Agreement by notice to the Vendor and the
      Shareholder, and in such event the Purchaser shall be released from all
      obligations here under or

	 	 	 
	 	(b) 	
      Waive compliance with any such term, covenant or
      condition in whole or in part on such terms as may be agreed upon without
      prejudice to any of its right of rescission in the event of non-performance of any
other term, covenant or condition in whole or in part; 



15




and, if the Purchaser rescinds this Agreement pursuant to
Section 5.1(2)(a) and the term, covenant or condition for which the Purchase has
rescinded this Agreement was one that the Vendor and the Shareholders had
covenanted, pursuant to Section4.2(1), to ensure had been performed or complied
with, the Vendor and the Shareholders shall be jointly and severally liable to
the Purchaser for any losses, damages or expenses incurred by the Purchaser as a
result of such a breech; provided however that the Vendor and the Shareholders
shall not be liable for any punitive, incidental, consequential or special
damages arising therefrom.

5.2 Conditions for the Benefit of Vendor and the
Shareholders

	(1) 	
      The transfer by the Vendor and the acquisition by the
      Purchaser of the Asset are subject to the following conditions which are
      for the exclusive benefit of the Vendor and the Shareholder to be
      performed or complied with on or before the Closing
Date;




	 	a) 	
      The representations and warranties of the Purchaser set
      forth in Section 3.3 shall be true and correct on the Closing Date with
      the same force and effect as if made at and as of such time;

	 	 	 
	 	b) 	
      The Purchaser shall have performed or complied with all
      of the terms, covenants and conditions of this Agreement to be performed
      or complied with by the Purchaser on or before the Closing Date;

	 	 	 
	 	c) 	
      The Vendor and the Shareholders shall be furnished with
      such certificates, affidavits or statutory declarations of the Purchaser
      or of officers of the Purchaser as the Vendor may reasonably think
      necessary in order to establish that the terms, covenants and conditions
      contained in this Agreement to have been performed or complied with by the
      Purchaser on or before the Closing Date have been performed and complied
      with, and that the representations and warranties of the Purchaser herein
      given are true and correct on the Closing Date;

	 	 	 
	 	d) 	
      All necessary stops and proceedings shall have been taken
      to permit the TransAKT Shares to be duly and regularly issued to the
      Vendor;

	 	 	 
	 	e) 	
      The TransAKT Shares shall have been conditionally
      approved for listing by the Exchange, and subject to any other conditions
      or restrictions imposed by the Exchange or any other applicable securities
      regulatory authority; and

	 	 	 
	 	f) 	
      The form and legality of all matters incidental to the
      transfer by the Vendor and the acquisition by the Purchaser of the HTT
      Shares and retirement of the TransAKT Shares shall be subject to the
      approval of the Vendor’s legal council, acting
  reasonably.



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	2) 	
      In case any term or covenant of the Purchaser or
      condition to be performed or complied with for the benefit of the Vendor
      on or before the Closing Date shall not have been performed or complied
      with on or before the Closing Date, the Vendor may, without limiting any
      other right it may have, at its sole option, either:

	 	 	 
		a) 	
      Rescind this Agreement by notice to the Purchaser, and in
      such event the Vendor shall be released from all obligations hereunder
      except for the loan pursuant to Section 4.7; or

	 	 	 
		b) 	
      Waive complied with any such term, covenant or condition
      in whole or in part on such terms as may be agreed upon without prejudice
      to any of its rights of rescission its rights of rescission in the event
      of non-performance of any other term, covenant or condition in whole or in
      part; and if the Vendor, rescinds this Agreement pursuant to Section
      5.2(2)(a) and the term, covenant or condition for which the Vendor has
      rescinded this Agreement was one that the Purchaser had covenanted,
      pursuant to Section 4.3(1), to ensure had been performed to complied with,
      the Purchaser shall be liable to the Vendor for any losses, damaged or
      expenses incurred by the Vendor as the result breech; provided however
      that the Purchaser shall not be liable for any punitive, incidental,
      consequential or special damages arising
therefrom.



ARTICLE 6 
GENERAL

6.1 Further Assurances

The Purchaser, the Vendor and each of the Shareholders, on
their own behalf and on the behalf of the Vendor, shall from time to time
execute and deliver all such further documents and instrument and dl all acts
and thins such as the other party may, either before or after the Closing Date,
reasonably require to effectively carry out or better evidence or perfect the
full intent and meaning of this Agreement

6.2 Time of the Essence

Time shall be of the
essence of this Agreement.

6.3 Commissions


  The Vendor shall indemnify and
save harmless the Purchaser from and against any claims whatsoever for any
commission or other remuneration payable or alleged to be payable to any person
in respect of the transfer of the HTT Shares, whether such person purports to
act have acted for the Vendor or the Purchaser in connection with the
transfer of the HTT Shares.

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6.4 Legal and Accounting Fees

Each of the parties hereto shall pay their respective legal and
accounting costs and expenses incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and instruments
executed pursuant hereto and any other costs and expenses whatsoever and
howsoever incurred.

6.5 Public Announcements

No public announcement or press release concerning the transfer
of Assets shall be made by the Vendor or the Purchaser without the prior consent
and joint approval of the Vendor and the Purchaser.

6.6. Benefit of the Agreement

This Agreement shall ensure to the benefit of and be binding
upon the respective heirs, executers, administrators, successors and permitted
assigns of the parties hereto.

6.7 Entire Agreement

This Agreement constitutes the entire agreement between the
parties, hereto with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreements between the parties hereto
with respect thereto, including without limitation that certain Assets Sale and
Purchase Agreement dated January 4, 2013 between the Vendor and the
Purchaser. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express implied or statutory, between the
parties other than as expressly set forth in this Agreement.

6.8 Amendments and Waiver

No modification or amendment to this Agreement shall be valid
or binding unless set forth in writing and duly executed by all of the parties
hereto and no waiver of any breech of any term or provision of this agreement
shall be effective or binding unless made in writing, and signed by the party
purporting to give the same and, unless otherwise provided, shall be limited to
the specific breach waived.

6.9 Assignment

This Agreement may not be assigned by any of the parties
hereto.

6.10 Notices

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Any demand, notice or other communication to be given in
connection with this Agreement shall be given in writing and shall be given by
personal delivery, by registered mail or by electronic means of communication
addressed to the recipient as follows:

To the Vendor and the Shareholders:

VAT (Vendor)

TRANSAKT LTD.

Attention: JAMES WU

#115-6268 Spring Mountain RD. 

Las Vegas Nevada NV89146 

Fax: 403-266-5732 

Email: JAMES@TRANSAKTLTD.COM 

To the Purchaser:

TRANSAKT LTD.

Attention: Pan Yen Chu

No 1, lane 141, Sec. 3, Pei-Shen Rd. 

Shen-Kan, Taipei 

Taiwan

Or to such other address, individual or electronic
communication number as may be designated by notice given by either party to the
other. Any demand, notice or communication given by personal delivery shall be
conclusively deemed to be given on the day of actual delivery thereof and, if
given by registered mail and, if given by electronic communication, on the day
of the transmittal thereof if given during the normal business hours of the
recipient and on the Vendors Business Day during which such normal business
hours next occur if not given during such hours on any day. If the party giving
any demand, notice or communication shall not be mailed but shall be given by
personal delivery or by electronic communication.

6.11 Government Law

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This Agreement shall be governed by and construed in accordance
with the laws of the Taiwan, Republic of China Applicable therein.

6.12 Attornment

For the purpose of all legal proceedings this Agreement shall
be deemed to have been performed in the Province of Taiwan and the courts of the
Province of Taiwan shall have jurisdiction to entertain any action arising under
this Agreement. The parties each hereby attorns to the jurisdiction of the
courts of the Province of Taiwan.

IN WITNESS WHEREOF the parties have executed this Agreement on
the date first mentioned above.

	PURCHASER: 	 	VENDOR 
	  	 	TRANSAKT LTD 
	 	 	 
	/s/ Pan Yen Chu
	 	/s/
      James Wu 
	Pan Yen Chu 	 	James Wu 
	  	 	  
	 	 	 
	Witness 	 	Witness 
	 	 	 
	  	 	  
	Witness 	 	Witness 



	SCHEDULE “G” 
	EXECLUDED ASSETS AND LIABILITIES 
	 
	N/A 


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