SALE AND ACQUISITION
AGREEMENT
THIS AGREEMENT dated as of April 30, 2009 between Aldar
Group Inc., a Nevada corporation (“ALDJ”) on behalf of
its shareholders, and Nanotech Entertainment Inc., a Nevada
Corporation (“NEI” and “Nanotech”
individually and “Sellers” collectively ”) on
behalf of its/their shareholders.
WHEREAS , NEI currently
has 6,480,000 common shares outstanding; and,
AND WHEREAS , NEI wishes to sell these shares to ALDJ and
receive in exchange 6,480,000 common shares of ALDJ;
and,
AND
WHEREAS , ALDJ wishes to purchase all of the issued and
outstanding shares of NEI; and,
AND
WHEREAS , ALDJ and NEI have agreed to certain changes with
respect to the Board and operations of ALDJ following the Closing
of this transaction, to ensure the efficient governance of the
company.
NOW THEREFORE
, the parties agree as
follows:
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1.
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The Acquisition.
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1.1
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Purchase and Sale of Shares.
Subject to the terms and conditions of this Agreement, at the
Closing to be held as provided in Section 2, NEI shall sell the
shares to ALDJ, and ALDJ shall purchase the shares from NEI, free
and clear of all Encumbrances except as shown in Exhibit
E.
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1.2
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Purchase Price. Purchaser will
exchange six million four hundred eighty thousand (6,480,000)
shares of its restricted par value $0.001 common stock for all of
the outstanding shares representing all of the outstanding
ownership interest of NEI. It is anticipated that this transaction
will be a nontaxable event under section 368 of the IRS
Code.
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2.
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The Closing.
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2.1
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Place and Time. The closing of
the sale and purchase of the Shares (the “Closing”)
shall take place at Las Vegas, NV no later than the close of
business (Las Vegas time) on 04/16/09 , or at such other
place, date and time as the parties may agree in
writing.
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2.2
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Deliveries by Sellers. At the
Closing, Sellers shall deliver the following to ALDJ:
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(a)
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Certificates representing the
interests, duly endorsed for transfer to ALDJ and accompanied by
any applicable transfer tax stamps; to deliver to ALDJ at the
Closing, a certificate representing the interests registered in the
name of ALDJ (without any legend or other reference to any
Encumbrance).
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(b)
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The documents contemplated by
Section 3.
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(c)
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All other documents, instruments
and writings required by this Agreement to be delivered by Sellers
at the Closing and any other documents or records relating to
NEI’s business reasonably requested by ALDJ in connection
with this Agreement.
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2.3
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Deliveries by ALDJ. At the
Closing, ALDJ shall deliver the following to NEI:
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(a)
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The shares as contemplated by
section 1.
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(b)
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The documents as contemplated by
Section 4.
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(c)
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All other documents, instruments
and writings required by this Agreement to be delivered by ALDJ at
the Closing.
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3.
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Conditions to ALDJ's
Obligations.
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The obligations of ALDJ to effect
the Closing shall be subject to the satisfaction at or prior to the
Closing of the following conditions, any one or more of which may
be waived by ALDJ:
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3.1
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Representations, Warranties and
Agreements.
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(a)
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The representations and
warranties of Sellers set forth in this Agreement shall be true and
complete in all material respects as of the Closing Date as though
made at such time, (b) Sellers shall have performed and complied in
all material respects with the agreements contained in this
Agreement required to be performed and complied with by them at or
prior to the Closing and (c) ALDJ shall have received a certificate
to that effect signed by an authorized representative of
NEI.
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3.2
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Election of New
ALDJ Board .
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As a
condition to the Closing, the members of the Board of Directors and
the shareholders of ALDJ, as required purusant to the Bylaws of
ALDJ, shall change the Bylaws of the Corporation to set the number
of board members at four; two of whom shall be nominees of NEI. The
pre-Closing Board Members shall appoint 2 new board members. A copy
of the form of the Certificate of Secretary of ALDJ certifying the
adoption of resolutions of the Board of Directors of ALDJ
confirming the new elections as members of the ALDJ Board are
attached hereto as Exhibit “A.” At the Closing, ALDJ
shall deliver to NEI the executed Certificate of Secretary of ALDJ
in the form of Exhibit “A.”
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3.3
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Election of New
ALDJ Officers.
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As a
condition to the Closing, the members of the Board of Directors of
ALDJ shall elect new officers. A copy of the form of the
Certificate of Secretary of ALDJ certifying the adoption of
resolutions of the Board of Directors of ALDJ giving effect to the
above is attached hereto as Exhibit “B.” At the
Closing, ALDJ shall deliver to NEI the executed Certificate of
Secretary of ALDJ in the form of Exhibit
“B.”
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4.
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Conditions to
Sellers’ Obligations.
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The obligations of Sellers to
effect the Closing shall be subject to the satisfaction at or prior
to the Closing of the following conditions, any one or more of
which may be waived by NEI:
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4.1
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Representations, Warranties and
Agreements.
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(a)
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The representations and
warranties of ALDJ set forth in this Agreement shall be true and
complete in all material respects as of the Closing Date as though
made at such time, (b) ALDJ shall have performed and complied in
all material respects with the agreements contained in this
Agreement required to be performed and complied with by it prior to
or at the Closing and (c) Sellers shall have received a certificate
to that effect signed by an officer of ALDJ.
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5.
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Representations
and Warranties of Sellers.
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David
Foley and Robert DeKett (“Seller’s Directors”)
represent and warrant to ALDJ that, to the knowledge of Seller
(which limitation shall not apply to Section 5.3 for which separate
warranties of Keiko & Takashi Yoshida (jointly) and Conway Ho
have been provided, and except as set forth in the Disclosure
Letter:
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5.1
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Organization of Sellers;
Authorization. Sellers are corporations duly organized, validly
existing and in good standing under the laws of Nevada with full
corporate power and authority to execute and deliver this Agreement
and to perform their obligations hereunder. The execution, delivery
and performance of this Agreement have been duly authorized by all
necessary corporate action of NEI and this Agreement constitutes a
valid and binding obligation of Sellers, enforceable against it in
accordance with its terms.
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5.2
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Conflict as to Sellers: Neither
the execution and delivery of this Agreement nor the performance of
Sellers’ obligations hereunder will (a) violate any provision
of the certificate of incorporation or by-laws of Sellers or (b)
violate any statute or law or any judgment, decree, order,
regulation or rule of any court or other Governmental Body
applicable to Sellers.
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5.3
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Ownership of Shares. The delivery
of certificates of NEI to ALDJ will result in ALDJ's immediate
acquisition of record and beneficial ownership of the Shares of
NEI, free and clear of all Encumbrances. There are no outstanding
options, rights, conversion rights, agreements or commitments of
any kind relating to the issuance, sale or transfer of any Equity
Securities or other securities of NEI.
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5.4
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Title to Properties. NEI owns all
the material properties and assets that they purport to own (real,
personal and mixed, tangible and intangible), including, without
limitation, all the material properties and assets reflected in the
Balance Sheet attached hereto as Exhibit “C” (except
for property sold since the date of the Balance Sheet in the
ordinary course of business or leased under capitalized leases),
and all the material properties and assets purchased or otherwise
acquired by NEI or any of its Subsidiaries since the date of the
Balance Sheet.
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5.5
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Buildings, Plants and Equipment.
The buildings, plants, structures and material items of equipment
and other personal property owned or leased by NEI are, in all
respects material to the business or financial condition of NEI, in
good operating condition and repair (ordinary wear and tear
excepted) and are adequate in all such respects for the purposes
for which they are being used.
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5.6
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Absence of Certain Changes. Since
the date of the Balance Sheet, NEI has not:
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(a)
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suffered the damage or
destruction of any of its properties or assets (whether or not
covered by insurance) which is materially adverse to the business
or financial condition of NEI, or made any disposition of any of
its material properties or assets other than in the ordinary course
of business;
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(b)
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made any change or amendment in
its certificate of incorporation or by-laws, or other governing
instruments;
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(c)
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issued or sold any Equity
Securities or other securities, acquired, directly or indirectly,
by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity
Security, or granted or entered into any options, warrants, calls
or commitments of any kind with respect thereto;
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(d)
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paid, discharged or satisfied any
material claim, liability or obligation (absolute, accrued,
contingent or otherwise), other than in the ordinary course of
business,;
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(e)
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prepaid any material obligation
having a maturity of more than 90 days from the date such
obligation was issued or incurred;
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(f)
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cancelled any material debts or
waived any material claims or rights, except in the ordinary course
of business;
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5.7
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No Material Adverse Change. Since
the date of the Balance Sheet, there has not been any material
adverse change in the business or financial condition of NEI, other
than changes resulting from economic conditions prevailing in the
United States.
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5.8
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Brokers or Finders. NEI has not
employed any broker or finder or incurred any liability for any
brokerage or finder's fees or commissions or similar payments in
connection with the sale of the Shares to ALDJ.
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5.9
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Transactions with Directors and
Officers. NEI does not engage in business with any Person (other
than NEI) in which any of NEI's directors or officers has a
material equity interest. No director or officer of NEI owns any
property, asset or right which is material to the business of NEI
and its Subsidiaries, taken as a whole.
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6.
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Representations
and Warranties of ALDJ.
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ALDJ
represents and warrants to Sellers as follows:
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6.1
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Organization of ALDJ;
Authorization. ALDJ is a corporation duly organized, validly
existing and in good standing under the laws of Nevada, with full
corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The execution, delivery
and performance of this Agreement have been duly authorized by all
necessary corporate action of ALDJ and this Agreement constitutes a
valid and binding obligation of ALDJ, enforceable against it in
accordance with its terms. A copy of the form of the Certificate of
Secretary of ALDJ certifying the adoption of resolutions of the
Board of Directors and shareholders of ALDJ authorizing the
acquisition of NEI is attached hereto as Exhibit “D.”
At the Closing, ALDJ shall deliver to Sellers the executed
Certificate of Secretary of ALDJ in the form of Exhibit
“A.”
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6.2
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Brokers or Finders. ALDJ has not
employed any broker or finder or incurred any liability for any
brokerage or finder's fees or commissions or similar payments in
connection with any of the transactions contemplated hereby except
as stated in Exhibit “F”.
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6.3
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Purchase for Investment. ALDJ is
purchasing the shares solely for its own account for the purpose of
investment and not with a view to, or for sale in connection with,
any distribution of any portion thereof in violation of any
applicable securities law.
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6.4
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Conflict as to ALDJ. Neither the
execution and delivery of this Agreement nor the performance of
ALDJ's obligations hereunder will (a) violate any provision of the
certificate of incorporation or by-laws of ALDJ or (b) violate any
statute or law or any judgment, decree, order, regulation or rule
of any court or other Governmental Body applicable to
ALDJ.
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6.5
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There are no pending or
threatened leg
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