EXECUTION COPY
CONTRIBUTION
AGREEMENT
THIS
CONTRIBUTION AGREEMENT (this “Agreement”) is made and
entered into by and between Remedent, Inc., a Nevada corporation
(the “Stockholder"), and Sylphar USA, Inc., a Nevada
corporation and wholly owned subsidiary of the Stockholder (the
“Company”), effective as of December 10, 2008. The
Company and Stockholder is collectively referred to herein as the
“Parties.”
WHEREAS,
the Stockholder has determined to transfer and otherwise
discontinue the Over-The-Counter Business (“OTC
Business”) currently being conducted by the Company in the
United States;
WHEREAS,
in order to separate and isolate the OTC Business, the Stockholder
has caused the Company to be incorporated and organized under the
laws of Nevada;
WHEREAS,
the Stockholder desires to capitalize the Company by making a
contribution of certain assets solely related to the OTC Business
(the “Contributed Assets”) and assuming the liabilities
related to such assets as set forth on Schedule 1 , attached hereto, in exchange for 460,568
shares of common stock of the Company (the “Exchange”),
pursuant to the terms of this Agreement; and
WHEREAS,
it is contemplated that such Exchange shall be pursuant to Section
351 of the Internal Revenue Code of 1986, as amended (the "Code")
and it is the Parties desire that such Exchange qualify as a
tax-free transaction described in Code Section 351(a).
Now
therefore, for good and
