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Exhibit 10.1
INTERNATIONAL BUILDING TECHNOLOGIES, CO., LTD.
ASSET SALE AND PURCHASE AGREEMENT
THIS AGREEMENT is made this 8th day of July 2007 by and between
Suining
Yinfa Construction and Engineering Co., Ltd., (the "Company"), a
China
corporation; and International Building Technologies, Co., Ltd.
("IBT" or the
"Purchaser"), a Hong Kong corporation, and a wholly owned
subsidiary of IBT
Group, Inc., FKA, Motorsports Emporium Inc., a US publicly
traded company
(OTCBB:MSEM)
WHEREAS, the Company desires to sell to the Purchaser 51%
interest in
certain contracts and agreements (the "Company Assets") in
return for Company in
order to become part of a US publicly traded company and to
potentially gain
certain rights to use and exploit IBT's panel building
technology (the
"Technology") either now or in the future.
WHEREAS, the Purchaser desires to purchase the Assets as
hereinafter
provided;
NOW, THEREFORE, in consideration of the foregoing and the
following mutual
covenants and agreements, the parties hereto agree as
follows:
1. Purchase of Assets. At the closing of this Agreement (the
"Closing"),
upon the basis of the covenants, warranties and representations
of the Purchaser
set forth in this Agreement, the Company will sell, transfer,
assign, and
deliver to the Purchaser 51% interest in certain contracts (the
"Assets" or
"Company Assets"), as set forth in Exhibit A, clear of all
liens, pledges,
rights of third parties and any other encumbrances, except as
otherwise may be
permitted hereunder.
2. Compensation. Purchaser agrees to the following:
(a) Note. Payment to Company in the form of a Convertible
Promissory Note
in the amount of $350,000 USD attached herein as Exhibit B, and
briefly outlined
as follows:
3. Restrictive Legend. All shares of the Stock to be delivered
hereunder
shall bear a restrictive legend in substantially the following
form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN
MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A
REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
ANY APPLICABLE
STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE
SECURITIES ACT."
4. Optional Stock Purchase Agreement.
(a) Upon signing this agreement, both Parties agree to pursue a
stock
purchase agreement of the Company by IBT based upon terms and
conditions to be
decided between the two parties and to be memorialized in
subsequent
documentation.
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(b) Both parties understand that such a Stock Purchase Agreement
will be
dependent on an obtaining reliable representation from the
Company including an
audit of the Company's financials according to US GAAP
standards, the cost of
which will be born by the Company.
5. Management of Assets.
(a) IBT shall provide management personnel to the Assets,
including Project
Management, Accounting Supervision and Controller.
(b) All financial books and records for the Assets will be
maintained by
IBT.
6. Profit Sharing.
(a) Profits shall be shared between the Parties either on a
quarterly basis
or upon completion of the Contract being acquired on the
following basis: IBT
51% and Company 49%.
(b) Any potential losses will be shared between the Parties
according to
percentage ownership of the Assets; however, the loss share for
which IBT will
be responsible will be limited to no more than $100,000 USD.
7. Reversal of Agreement. The Agreement between the Parties may
be reversed
and the original Convertible Promissory Note returned to each of
the Parties if
one of the following conditions prevails:
(a) IBT is unable to maintain the terms and conditions of the
Asset Sale
and Purchase Agreement.
(b) Company is unable to maintain the Assets or continue
operations.
(c) Company is unable to obtain approval from the local
government
authority for changing registration of shareholders formally in
according to
this agreement.
8. Representations and Warranties of the Company. Where a
representation
contained in this Agreement is qualified by the phrase "to the
best of the
Company's knowledge" (or words of similar import), such
expression means that,
after having conducted a due diligence review, the Company
believes the
statement to be true, accurate, and complete in all material
respects. Knowledge
shall not be imputed nor shall it include any matters which such
person should
have known or should have been reasonably expected to have
known. The Company
represents and warrants to the Purchaser as follows:
(a) Power and Authority. The Company has full power and
authority to
execute, deliver, and perform this Agreement and all other
agreements,
certificates or documents to be delivered in connection
herewith, including,
without limitation, the other agreements, certificates and
documents
contemplated hereby (collectively the "Other Agreements").
(b) Binding Effect. Upon execution and delivery by the Company,
this
Agreement and the Other Agreements shall be and constitute the
valid, binding
and legal obligations of the Company, enforceable against the
Company in
accordance with the terms hereof and thereof, except as the
enforceability
hereof or thereof may be subject to the effect of (i) any
applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating
to or affecting
creditors' rights generally, and (ii) general principles of
equity (regardless
of whether such enforceability is considered in a proceeding in
equity or at
law).
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(c) Effect. Neither the execution and delivery of this Agreement
or the
Other Agreements nor full performance by the Company of its
obligations
hereunder or thereunder will violate or breach, or otherwise
constitute or give
rise to a default under, the terms or provisions of the Articles
of
Incorporation or Bylaws of the Company or, of any contract,
commitment or other
obligation of the Company or the Company or necessary for the
operation of the
Company following the Closing or any other contract, commitment,
or other
obligation to which the Company or the Company is a party, or
create or result
in the creation of any encumbrance on any of the property of the
Company. The
Company is not in violation of its Articles of Incorporation, as
amended, it's
Bylaws, as amended, or of any indebtedness, mortgage, contract,
lease, or other
agreement or commitment.
(d) No Consents. No consent, approval or authorization of, or
registration,
declaration or filing with any third party, including, but not
limited to, any
governmental department, agency, commission or other
instrumentality, will,
except such consents, if any, delivered or obtained on or prior
to the Closing,
be obtained or made by the Company prior to the Closing to
authorize the
execution, delivery and performance by the Company of this
Agreement or the
Other Agreements which are listed on Schedule A.
(e) Litigation. There is no action, suit, hearing, inquiry,
review,
proceeding or investigation by or before any court or
governmental body pending,
or threatened against or involving the Company, its affiliates
or the Company or
with respect to the activities of any employee or agent of the
Company. Neither
the Company nor the Company have received any notice of any
event or occurrence
which could result in any such action, suit, hearing, inquiry,
review,
proceeding or investigation.
(f) Records. The books of account and minute books of the
Company are
complete and correct, and reflect all those transactions
involving its business
which properly should have been set forth in such books.
(g) Internal Accounting Controls. The Company maintains a system
of
internal accounting controls sufficient, in the judgment of the
Company's board
of directors, to provide reasonable assurance that (i)
transactions are executed
in accordance with management's general or specific
authorizations, (ii)
transactions are recorded as necessary to permit preparation of
financial
statements in conformity with generally accepted accounting
principles and to
maintain asset accountability, (iii) access to assets is
permitted only in
accordance with management's general or specific authorization
and (iv) the
recorded accountability for assets is compared with the existing
assets at
reasonable intervals and appropriate action is taken with
respect to any
differences. The books of account, corporate records and minute
books of the
Company are complete and correct in all material respects.
(h) The Company's Representations and Warranties True and
Complete. All
representations and warranties of the Company in this Agreement
and the Other
Agreements are true, accurate and complete in all material
respects as of the
Closing.
(i) No Knowledge of the Purchaser's Default. The Company has no
knowledge
that any of the Purchaser's representations and warranties
contained in this
Agreement or the Other Agreements are untrue, inaccurate or
incomplete or that
the Purchaser is in default under any term or provision of this
Agreement or the
Other Agreements.
(j) No Untrue Statements. No representation or warranty by the
Company in
this Agreement or in any writing furnished or to be furnished
pursuant hereto,
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contains or will contain any untrue statement of a material
fact, or omits, or
will omit to state any material fact required to make the
statements herein or
therein contained not misleading.
(k) Reliance. The foregoing representations and warranties are
made by the
Company with the knowledge and expectation that the Purchaser is
placing
complete reliance thereon.
9. Representations and Warranties of the Purchaser. Where a
representation
contained in this Agreement is qualified by the phrase "to the
best of the
Purchaser's knowledge" (or words of similar import), such
expression means that,
after having conducted a due diligence review, the Purchaser
believes the
statement to be true, accurate, and complete in all material
respects. Knowledge
shall not be imputed nor shall it include any matters which such
person should
have known or should have been reasonably expected to have
known. The Purchaser
hereby represents and warrants to the Company as follows:
(a) Power and Authority. The Purchaser has full power and
authority to
execute, deliver and perform this Agreement and the Other
Agreements.
(b) Binding Effect. Upon execution and delivery by the
Purchaser, this
Agreement and the Other Agreements shall be and constitute the
valid, binding
and legal obligations of the Purchaser enforceable against the
Purchaser in
accordance with the terms hereof or thereof, except as the
enforceability hereof
and thereof may be subject to the effect of (i) any applicable
bankruptcy,
insolvency, reorganization, moratorium or similar laws relating
to or affecting
creditors' rights generally, and (ii) general principles of
equity (regardless
of whether such enforceability is considered in a proceeding in
equity or at
law).
(c) Consents. Company has obtained consents from Customers
allowing the
assignment of said contract from Company to Purchaser to take
place without
penalty or consequence. No consent, approval or authorization
of, or
registration, declaration or filing with any third party,
including, but not
limited to, any governmental department, agency, commission or
other
instrumentality, will, except such consents, if any, delivered
or obtained on or
prior to the Closing, be obtained or made by the Purchaser prior
to the Closing
to authorize the execution, delivery and performance by the
Purchaser of this
Agreement or the Other Agreements.
(d) The Purchaser's Representations and Warranties True and
Complete. All
representations and warranties of the Purchaser in this
Agreement and the Other
Agreements are true, accurate and complete in all material
respects as of the
Closing.
(e) No Knowledge of the Company's Default. The Purchaser has no
knowledge
that any of the Company's representations and warranties
contained in this
Agreement or the Other Agreements are untrue, inaccurate or
incomplete in any
respect or that the Company is in default under any term or
provision of this
Agreement or the Other Agreements.
(f) No Untrue Statements. No representation or warranty by the
Purchaser in
this Agreement or in any writing furnished or to be furnished
pursuant hereto,
contains or will contain any untrue statement of a material
fact, or omits, or
will omit to state any material fact required to make the
statements herein or
therein contained not misleading.
(g) Reliance. The foregoing representations and warranties are
made by the
Purchaser with the knowledge and expectation that the Company is
placing
complete reliance thereon.
10. Conditions Precedent to Obligations of the Purchaser. All
obligations
of the Purchaser under this Agreement are subject to the
fulfillment, prior to
or at the Closing, of the following conditions:
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(a) Representations and Warranties True at the Closing. The
representations
and warranties of the Purchaser herein shall be deemed to have
been made again
as of the Closing, and then be true and correct, subject to any
changes
contemplated by this Agreement. The Purchaser shall have
performed all of the
obligations to be performed by it hereunder on or prior to the
Closing.
(b) Deliveries at the Closing. The Purchaser shall have
delivered to the
Company at the Closing all of the documents required to be
delivered hereunder.
11. Conditions Precedent to Obligations of the Company. All
obligations of
the Company under this Agreement are subject to the fulfillment,
prior to or at
the Closing, of the following conditions:
(a) Contracts and Documents. The Company shall have delivered to
the
Purchaser the contracts, agreements, purchase orders and other
documents
evidencing the ownership and rights to the Assets described in
Exhibit A
attached herein.
(b) Representations and Warranties True at Closing. The
representations and
warranties of the Company herein shall be deemed to have been
made again at the
Closing, and then be true and correct, subject to any changes
contemplated by
this Agreement. The Company shall have performed all of the
obligations to be
performed by it hereunder on or prior to the Closing.
(c) Payment of the Compensation. The Purchaser shall have
delivered the
Compensation.
12. The Nature and Survival of Representations, Covenants and
Warranties.
All statements and facts contained in any memorandum,
certificate, instrument,
or other document delivered by or on behalf of the parties
hereto for
information or reliance pursuant to this Agreement, shall be
deemed
representations, covenants and warranties by the parties hereto
under this
Agreement. All representations, covenants and warranties of the
parties shall
survive the Closing and all inspections, examinations, or audits
on behalf of
the parties, shall expire one year following the Closing.
13. Records of the Company. For a period of five years following
the
Closing, the books of account and records of the Company p
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