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






SECURITIES PURCHASE AGREEMENT 

            THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as _July 15,
2016, is entered into by and between TransAKT Ltd., a Nevada corporation (the
“Company”), and Ho Kang-Wing (the “Purchaser”). 

            WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act” or “1933 Act”), and Rule 506 promulgated thereunder by the
United States Securities and Exchange Commission (the “SEC”), the Company
desires to issue and sell to the Purchaser, and the Purchaser desires to
purchase from the Company an 8% Convertible Note of the Company, in the form
attached hereto as Exhibit A, in the principal amount of US$1,000,000.00
(together with any note(s) issued in replacement thereof or as interest thereon
or otherwise with respect thereto in accordance with the terms thereof, the
“Note”), convertible into shares (“Conversion Shares”) of common
stock, $0.001 par value per share (the “Common Stock”), of the Company,
upon the terms and subject to the limitations and conditions set forth in such
Note.

            NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Purchaser agree as follows: 

            1.       
Purchase and Sale of Note. 

                      
a)        Purchase of Note. On the
Closing Date (as defined below), the Company shall issue and sell to the
Purchaser, and the Purchaser agrees to purchase from the Company, the Note for
an aggregate purchase price of US$1,000,000.00 (“Purchase Price”). 

                      
b)        Form of Payment. On the
Closing Date (i) the Purchaser shall pay the Purchase Price by wire transfer of
immediately available funds to the Company, in accordance with the Company’s
written wiring instructions, simultaneously with delivery of the Note, and (ii)
the Company shall deliver such Note duly executed on behalf of the Company to
the Purchaser, simultaneously with delivery of such Purchase Price. 

           
           
c)        Closing Date. Subject to the
satisfaction (or written waiver) of the conditions thereto set forth in Section
6 and Section 7 below, the closing of the transactions contemplated by this
Agreement (the “Closing”) shall occur on the first business day following
the date hereof or such other mutually agreed upon time (the “Closing
Date”) at the offices of Purchaser’s counsel. 

            2.       
Purchaser’s Representations and Warranties. The Purchaser represents and
warrants to the Company that: 

                       a)       
Investment Purpose. The Purchaser is acquiring the Note and Conversion
Shares (collectively, the “Securities”) for its own account and not with
a view towards, or for resale in connection with, the public sale or
distribution thereof in violation of applicable securities laws; provided,
however, by making the representations herein, the Purchaser does not agree, or
make any representation or warranty, to hold any of the Securities for any
minimum or other specific term and reserves the right to dispose of the
Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act. The Purchaser is acquiring the
Securities hereunder in the ordinary course of its business. The Purchaser does
not presently have any agreement or understanding, directly or indirectly, with
any person to distribute any of the Securities in violation of applicable
securities laws. 




                       b)       
Accredited Investor Status. The Purchaser is an “accredited investor” as
that term is defined in Rule 501(a) of Regulation D (an “Accredited
Investor”). 

                       c)       
Reliance on Exemptions. The Purchaser understands that the Securities are
being offered and sold to it in reliance upon specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire
the Securities. 

                       d)       
Information. The Purchaser and its advisors, if any, have been, and for
so long as the Securities remain outstanding will continue to be, furnished with
all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities which have been
reasonably requested by the Purchaser or its advisors, provided that the
Purchaser has not been furnished with, and the Company shall not in the future
deliver to the Purchaser without its consent, any material non-public
information concerning the Company. The Purchaser and its advisors, if any, have
been, and for so long as the Securities remain outstanding will continue to be,
afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigation conducted by Purchaser or any of its
advisors or representatives shall modify, amend or affect Purchaser’s right to
rely on the Company’s representations and warranties contained in Section 3
below. The Purchaser understands that its investment in the Securities involves
a significant degree of risk. 

                       e)       
Governmental Review. The Purchaser understands that no United States
federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Securities. 

                       f)       
Transfer or Re-sale. The Purchaser understands that (i) the sale or
re-sale of the Securities has not been and is not being registered under the
1933 Act or any applicable state securities laws, and the Securities may not be
transferred unless (a) the Securities are sold pursuant to an effective
registration statement under the 1933 Act, (b) the Purchaser shall have
delivered to the Company an opinion of counsel that shall be in form, substance
and scope customary for opinions of counsel in comparable transactions to the
effect that the securities to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration, which opinion shall be
reasonably acceptable to the Company, (c) the Securities are sold or transferred
to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a
successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or
otherwise transfer the Securities only in accordance with this Section 2(f) and
who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,
or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a
successor rule) (“Regulation S”) and the Purchaser shall have delivered
to the Company an opinion of counsel reasonably acceptable to the Company
relating to such Regulation S; (ii) any sale of such Securities made in reliance
on Rule 144 may be made only in accordance with the terms of such Rule and
further, if such Rule is not applicable, any re-sale of such Securities under
circumstances in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state securities laws or to comply with the terms and conditions of any
exemption thereunder (in each case). Notwithstanding the foregoing or anything
else contained herein to the contrary, the Securities may be pledged as
collateral in connection with a bona fide margin account or other lending
arrangement. 




                       g)       
Legends. The Purchaser understands that the Securities have been issued
(or will be issued in the case of the Conversion Shares) pursuant to an
exemption from registration or qualification under the 1933 Act and applicable
state securities laws, and except as set forth below, the Securities shall bear
any legend as required by the “blue sky” laws of any state and a restrictive
legend in substantially the following form (and a stop-transfer order may be
placed against transfer of such stock certificates): 


  
    
      
        “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
          BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
          [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED BY THIS
          CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
          FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
          REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE
          COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
          NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT
          TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
          SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
          LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” 

      

    

  



            The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any Security upon which it is
stamped, if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective registration statement
filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or
Regulation S without any restriction as to the number of securities as of a
particular date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of counsel at the Company’s expense, in the form,
substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may
be made without registration under the 1933 Act, which opinion shall be
reasonably accepted by the Company so that the sale or transfer is effected. The
Purchaser agrees to sell all Securities, including those represented by a
certificate(s) from which the legend has been removed, in compliance with
applicable prospectus delivery requirements, if any. 

                       h)       
Authorization; Enforcement. This Agreement has been duly and validly
authorized. This Agreement has been duly executed and delivered on behalf of the
Purchaser, and this Agreement constitutes a valid and binding agreement of the
Purchaser enforceable in accordance with its terms. 

            3.       
Representations and Warranties of the Company. The Company represents and
warrants to the Purchaser, as of the date hereof and the Closing Date, that:


                       a)       
Authorization; Enforcement. (i) The Company has all requisite corporate
power and authority to enter into and perform this Agreement and the Note and to
consummate the transactions contemplated hereby and thereby and to issue the
Securities, in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement and the Note by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including without
limitation, the issuance of the Note and the issuance and reservation for
issuance of the Conversion Shares issuable upon conversion and exercise thereof)
have been duly authorized by the Company’s Board of Directors and no further
consent or authorization of the Company, its Board of Directors, or its
shareholders is required, (iii) this Agreement has been duly executed and
delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign
this Agreement and the other documents executed in connection herewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Note and each of such instruments will
constitute, a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms. 




                       b)       
Issuance of Shares. The Conversion Shares are duly authorized and
reserved for issuance and, upon conversion of the Note, as the case may be, in
accordance with their respective terms, will be validly issued, fully paid and
non-assessable, and free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights or
other similar rights of shareholders of the Company and will not impose personal
liability upon the holder thereof. 

                       c)       
Acknowledgment of Dilution. The Company’s executive officers and
directors understand the nature of the Securities being sold hereby and
recognize that the issuance of the Securities will have a potential dilutive
effect on the equity holdings of other holders of the Company’s equity or rights
to receive equity of the Company. The board of directors of the Company has
concluded, in its good faith business judgment that the issuance of the
Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Conversion Shares upon conversion
of the Notes is binding upon the Company and enforceable regardless of the
dilution such issuance may have on the ownership interests of other stockholders
of the Company or parties entitled to receive equity of the Company. 

            4.       
COVENANTS. 

                       a)       
Best Efforts. The parties shall use their best efforts to satisfy timely
each of the conditions described in Section 6 and 7 of this Agreement. 

                       b)       
Use of Proceeds. The Company shall use the proceeds from the sale of the
Securities for general corporate purposes, marketing and sales, product
development, key personnel recruiting and business development purposes. 

                       c)       
Listing. The Company will, so long as the Purchaser owns any of the
Securities, maintain the listing and trading of its Common Stock on the OTCQB,
OTC Pink, or any equivalent replacement exchange, the Nasdaq Stock Market
(“Nasdaq”), the New York Stock Exchange (“NYSE”), or the NYSE MKT,
f/k/a American Stock Exchange (“AMEX”), and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or
rules of the Financial Industry Regulatory Authority (“FINRA”) and such
exchanges, as applicable. The Company shall promptly provide to the Purchaser
copies of any notices it receives from the SEC, OTC Markets Group and any other
exchanges or quotation systems on which the Common Stock is then listed
regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems, provided that it shall not provide any notices
constituting material nonpublic information. 

                       d)       
Corporate Existence. So long as the Purchaser beneficially owns any
Securities, the Company shall maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a
merger or consolidation or sale of all or substantially all of the Company’s
assets, where the surviving or successor entity in such transaction (i) assumes
the Company’s obligations hereunder and under the agreements and instruments
entered into in connection herewith and (ii) is a publicly traded corporation
whose Common Stock is listed for trading on the OTCQB. 




                       e)       
No Integration. The Company shall not make any offers or sales of any
security (other than the Securities) under circumstances that would require
registration of the Securities being offered or sold hereunder under the 1933
Act or cause the offering of the Securities to be integrated with any other
offering of securities by the Company for the purpose of any stockholder
approval provision applicable to the Company or its securities.

                       f)       
Securities Laws Disclosure; Publicity. The Company shall comply with
applicable securities laws by filing a Current Report on Form 8-K, within four
(4) Trading Days following the date hereof, disclosing all the material terms of
the transactions contemplated hereby, if the Company deems the transactions
contemplated hereby to constitute material non-public information. The Company
and Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company
nor Purchaser shall issue any such press release or otherwise make any such
public statement without the prior consent of the Company, with respect to any
press release of any Purchaser, or without the prior consent of Purchaser, with
respect to any press release of the Company, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the
other party with prior notice of such public statement or communication. 

                       g)       
Non-Public Information. Except with respect to the material terms and
conditions of the transactions contemplated by this Agreement, the Company
covenants and agrees that neither it nor any other person acting on its behalf
will provide the Purchaser or its agents or counsel with any information that
the Company believes constitutes material non-public information, unless prior
thereto the Purchaser shall have executed a written agreement regarding the
confidentiality and use of such information. The Company understands and
confirms that the Purchaser shall be relying on the foregoing covenant in
effecting transactions in securities of the Company. 

            5.       
Injunction Posting of Bond. In the event the Purchaser shall elect to
convert the Note or any parts thereof, the Company may not refuse conversion or
exercise based on any claim that the Purchaser or anyone associated or
affiliated with the Purchaser has been engaged in any violation of law, or for
any other reason. In connection with any injunction sought or attempted by the
Company, the Company shall be required to post a bond at least equal to the
greater of either: (i) the outstanding principal amount of the Note; and (ii)
the market value of the Conversion Shares sought to be converted, exercised or
issued, based on the sale price per share of Common Stock on the principal
market on which it is traded. 

            6.       
Delivery of Unlegended Shares. 

                       a)       
Within ten (10) business days (such tenth business day being the “Unlegended
Shares Delivery Date”) after the business day on which the Company has
received (i) a notice that Conversion Shares, or any other Common Stock held by
the Purchaser has been sold pursuant to a registration statement or Rule 144
under the 1933 Act, (ii) a representation that the prospectus delivery
requirements, or the requirements of Rule 144, as applicable and if required,
have been satisfied, (iii) the original share certificates representing the
shares of Common Stock that have been sold, and (iv) in the case of sales under
Rule 144, customary representation letters of the Purchaser and, if required,
Purchaser’s broker regarding compliance with the requirements of Rule 144, the
Company at its expense, (v) shall deliver, and shall cause legal counsel
selected by the Company to deliver to its transfer agent (with copies to
Purchaser) an appropriate instruction and opinion of such counsel, directing the
delivery of shares of Common Stock without any legends including the legend set
forth in Section 3(g) above (the “Unlegended Shares”); and (vi) cause the transmission of
the certificates representing the Unlegended Shares together with a legended
certificate representing the balance of the submitted Common Stock certificate,
if any, to the Purchaser at the address specified in the notice of sale, via
express courier, by electronic transfer or otherwise on or before the Unlegended
Shares Delivery Date. 




            7.       
Conditions to the Company’s Obligation to Sell. The obligation of the
Company hereunder to issue and sell the Note to the Purchaser at the Closing is
subject to the satisfaction, at or before the Closing Date of each of the
following conditions thereto, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole
discretion: 

                       a)        The Purchaser shall have executed
this Agreement and delivered the same to the Company. 

                       b)        The Purchaser shall have delivered
the Purchase Price to the Company. 

                       c)        The representations and warranties
of the Purchaser shall be true and correct in all material respects as of the
date when made and as of the Closing Date as though made at that time (except
for representations and warranties that speak as of a specific date), and the
Purchaser shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Purchaser at or prior to the
Closing Date. 

                       d)       
No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions contemplated
by this Agreement. 

            8.       
Conditions to The Purchaser’s Obligation to Purchase. The obligation of
the Purchaser hereunder to purchase the Note at the Closing is subject to the
satisfaction, at or before the Closing Date of each of the following conditions,
provided that these conditions are for the Purchaser’s sole benefit and may be
waived by the Purchaser at any time in its sole discretion: 

                       a)       
The Company shall have executed this Agreement and delivered the same to the
Purchaser. 

                       b)       
The Company shall have delivered to the Purchaser the duly executed Note (in
such denominations as the Purchaser shall request) in accordance with Section 1
above. 

                       c)       
The representations and warranties of the Company shall be true and correct in
all material respects as of the date when made and as of the Closing Date as
though made at such time (except for representations and warranties that speak
as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date. The Purchaser shall have received a
certificate or certificates, executed by the chief executive officer of the
Company, dated as of the Closing Date, to the foregoing effect and as to such
other matters as may be reasonably requested by the Purchaser including, but not
limited to certificates with respect to the Company’s Certificate of
Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating
to the transactions contemplated hereby. 

                       d)       
No litigation, statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby which prohibits the
consummation of any of the transactions contemplated by this Agreement. 




                       e)       
No event shall have occurred which could reasonably be expected to have a
Material Adverse Effect on the Company including but not limited to a change in
the 1934 Act reporting status of the Company or the failure of the Company to be
timely in its 1934 Act reporting obligations. 

                       f)       
The Conversion Shares shall have been authorized for quotation on the OTCQB and
OTCBB and trading of the Common Stock on the OTCQB shall not have been suspended
by the SEC or the OTC Markets Group. 

            9.       
Governing Law; Miscellaneous. 

                       a)       
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to principles of
conflicts of laws thereof or any other State. Any action brought by any party
against any other party hereto concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Nevada or in the federal
courts located in the state and county of Nevada. The parties to this Agreement
hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon forum non conveniens. The parties
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the in personam
jurisdiction of such courts and hereby irrevocably waive trial by jury. The
prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this
Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any agreement.
Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any suit, action or proceeding in connection
with this Agreement or any other transaction document contemplated hereby by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other
manner permitted by law. 

                       b)       
Removal of Restrictive Legends. In the event that Purchaser has any
shares of the Company’s Common Stock bearing any restrictive legends, and
Purchaser, through its counsel or other representatives, submits to the Transfer
Agent any such shares for the removal of the restrictive legends thereon in
connection with a sale of such shares pursuant to any exemption to the
registration requirements under the Securities Act, and the Company and or its
counsel refuses or fails for any reason (except to the extent that such refusal
or failure is based solely on applicable law that would prevent the removal of
such restrictive legends) to render an opinion of counsel or any other documents
or certificates required for the removal of the restrictive legends, then the
Company hereby agrees and acknowledges that the Purchaser is hereby irrevocably
and expressly authorized to have counsel to the Purchaser render any and all
opinions and other certificates or instruments which may be required for
purposes of removing such restrictive legends, and the Company hereby
irrevocably authorizes and directs the Transfer Agent to, without any further
confirmation or instructions from the Company, issue any such shares without
restrictive legends as instructed by the Purchaser, and surrender to a common
carrier for overnight delivery to the address as specified by the Purchaser,
certificates, registered in the name of the Purchaser or its designees, representing the shares of Common Stock to
which the Purchaser is entitled, without any restrictive legends and otherwise
freely transferable on the books and records of the Company. 




                       c)       
Filing Requirements. From the date of this Agreement until the Notes are
no longer outstanding, the Company will timely and voluntarily comply with all
reporting requirements that are applicable to an issuer with a class of shares
registered pursuant to Section 12(g) of the 1934 Act, whether or not the Company
is then subject to such reporting requirements, and comply with all requirements
related to any registration statement filed pursuant to this Agreement. The
Company will use reasonable efforts not to take any action or file any document
(whether or not permitted by the 1933 Act or the 1934 Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said acts until the Notes are no
longer outstanding. The Company will maintain the quotation or listing of its
Common Stock on the OTCQB OTC Pink (whichever of the foregoing is at the time
the principal trading exchange or market for the Common Stock (the “Principal
Market”), and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Principal Market,
as applicable. The Company will provide Purchaser with copies of all notices it
receives notifying the Company of the threatened and actual delisting of the
Common Stock from any Principal Market. As of the date of this Agreement and the
Closing Date, the OTCQB is the Principal Market. Until the Note is no longer
outstanding, the Company will continue the listing or quotation of the Common
Stock on a Principal Market and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the
Principal Market. 

                       d)       
144 Default. In the event commencing twelve (12) months after the Closing
Date and ending twenty-four (24) months thereafter, the Purchaser is not
permitted to resell any of the Conversion Shares without any restrictive legend
or if such sales are permitted but subject to volume limitations or further
restrictions on resale as a result of the unavailability to Subscriber of Rule
144(b)(1)(i) under the 1933 Act or any successor rule (a “144 Default”),
for any reason except for Purchasers’ status as an Affiliate or “control person”
of the Company, or as a result of a change in current applicable securities
laws, then the Company shall pay such Purchaser as liquidated damages and not as
a penalty an amount equal to two percent (2%) of the value of Conversion Shares
(based on the closing sale of the Common Stock) subject to such 144 Default
during the pendency of the 144 Default of each thirty day period thereafter (or
portion thereof). 

                       e)       
Usury. To the extent it may lawfully do so, the Company hereby agrees not
to insist upon or plead or in any manner whatsoever claim, and will resist any
and all efforts to be compelled to take the benefit or advantage of, usury laws
wherever enacted, now or at any time hereafter in force, in connection with any
claim, action or proceeding that may be brought by the Purchaser in order to
enforce any right or remedy under the Note. Notwithstanding any provision to the
contrary contained in herein or under the Note, it is expressly agreed and
provided that the total liability of the Company under the Note for payments in
the nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them,
when aggregated with any other sums in the nature of interest that the Company
may be obligated to pay under the Note or herein exceed such Maximum Rate. It is
agreed that if the maximum contract rate of interest allowed by law and
applicable to the Note is increased or decreased by statute or any official
governmental action subsequent to the date hereof, the new maximum contract rate
of interest allowed by law will be the Maximum Rate applicable to the Note from
the effective date forward, unless such application is precluded by applicable
law. If under any circumstances whatsoever, interest in excess of the Maximum
Rate is paid by the Company to the Purchaser with respect to indebtedness
evidenced by the Note, such excess shall be applied by the Purchaser to the
unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at the Purchaser’s election. 




                       f)       
Headings. The headings of this Agreement are for convenience of reference
only and shall not form part of, or affect the interpretation of, this
Agreement. 

                       g)       
Severability. In the event that any provision of this Agreement is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

                       h)       
Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Purchaser makes any
representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived or amended other than by an
instrument in writing signed by the Purchaser. 

                       i)       
Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, email or facsimile, addressed as set
forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile or email, with accurate confirmation generated by the
transmitting facsimile machine or computer, at the address, email or number
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:

	 	To the Company: 	TransAKT Ltd. 
	 	 	Unit 8, 3/F. Wah Yiu Industrial Centre, 30-32
      Au Pui Wan St. 
	 	 	Fotan, Hong Kong 
	 	 	Fax : (852) 3547 7993 
	 	 	  
	 	 	Attention: Yam Chi Wah 
	 	 	  
	 	To Purchaser: 	Ho Kang-Wing 
	 	 	Unit 8, 3/F. Wah Yiu Industrial Centre, 30-32
      Au Pui Wan St. 
	 	 	Fotan, Hong Kong 
	 	 	Fax : (852) 3547 7993 
	 	 	


            Each
party shall provide notice to the other party of any change in address. 

                       j)       
Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and assigns. Neither the Company
nor the Purchaser shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the foregoing,
subject to Section 2(f), the Purchaser may assign its rights hereunder to any
person that purchases Securities in a private transaction from the Purchaser or
to any of its “affiliates,” as that term is defined under the 1934 Act, without
the consent of the Company. 




                       k)       
Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person. 

                       l)       
Survival. The representations and warranties of the Company and the
agreements and covenants set forth in this Agreement shall survive the closing
hereunder notwithstanding any due diligence investigation conducted by or on
behalf of the Purchaser. The Company agrees to indemnify and hold harmless the
Purchaser and all their officers, directors, employees and agents for loss or
damage arising as a result of or related to any breach or alleged breach by the
Company of any of its representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under this Agreement,
including advancement of expenses as they are incurred. 

                       m)       
Further Assurances. Each party shall do and perform, or cause to be done
and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby. 

                       n)       
No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party. 

                       o)       
Remedies. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Purchaser by vitiating the intent
and purpose of the transaction contemplated hereby. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this
Agreement will be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Purchaser
shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Agreement and
to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.

                       p)       
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement. 

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 




                       q)       
Signatures. Any signature transmitted by facsimile, e-mail, or other
electronic means shall be deemed to be an original signature. 

                       IN
WITNESS WHEREOF, the undersigned Purchaser and the Company have caused this
Agreement to be duly executed as of the date first above written.

TRANSAKT LTD.

 

	By: 	s/s
      Yam Chi-Wah 	 
	  	Name: Yam Chi-Wah 	 
	  	Title: CFO 	 
	  	  	 
	  	  	 
	  	  	 
	  	  	 
	By: 	/s/Ho Kang-Wing 	 
	Name: 	Ho Kang-Wing