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Title: |
Stock Purchase Agreement |
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Date: |
2004 |
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Preview shows 7KB of 40KB total |
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$44 |
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ID: |
#1626200 |
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of December 02, 2004 by and between Rapid Bio Tests Corp., a Nevada corporation, with its principal offices at 4826 Elderberry Loop, Springfield, OR 97478, hereinafter referred to as "Buyer" and the principal shareholders (the "Shareholders") of Mirae Tech. Company, Ltd. ("Mirae"), a Republic of Korea corporation, with its principal offices at 636-3 Yeolla-ri, Yeoju-uep, Yeoju-gun, Gyeonggi-do, Korea.
BASIC TRANSACTION
Mirae has been and now is doing business under the name of Mirae Tech. Company, Ltd., with its principal offices at 636-3 Yeolla-ri, Yeoju-uep, Yeoju-gun, Gyeonggi-do, Korea. Except as provided herein, Shareholders represent and warrant that no other person or entity has any interest or claim of right to ownership in Mirae. The list of current shareholders and outstanding stock of Mirae is set forth in attached Exhibit 3.
This Agreement contemplates a transaction in which, pursuant to the terms and subject to the conditions set forth herein, Buyer will purchase from Shareholders, and Shareholders will sell to Buyer, all the issued and outstanding shares of common stock of Mirae upon the Closing of this transaction, in exchange for certain good and valuable considerations from Buyer, as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
SECTION 1. PURCHASE AND SALE OF STOCK OF SHAREHOLDERS.
(a) PURCHASE AND SALE. Pursuant to the terms and subject to the conditions set forth herein, at the Closing (as defined below), Shareholders shall sell and transfer to Buyer and Buyer shall purchase from Shareholders all of the total issued and outstanding common shares of Mirae in exchange for 37,200,000 restricted shares of common stock of Buyer as detailed in Section 1 (b)(ii)(B) below.
(b) THE CLOSING.
(i) THE CLOSING DATE. The closing of the purchase and sale of common restricted shares of Mirae to Buyer (the "CLOSING") shall take place at the Law Offices of Dieterich & Associates Suite 800, 11399 Olympic Boulevard, Los Angeles CA. 90064 at 10:00 a.m. local time on or before December 15, 2004 or as extended pursuant to the mutual consent of both parties. The date of the Closing hereunder is referred to herein as the "CLOSING DATE."
(ii) CLOSING PROCEDURES. Subject to the conditions set forth in this Agreement:
(A) at Closing, Shareholders shall deliver to Buyer possession of all the issued and outstanding common stock of Mirae Tech. Company, Ltd.
(B) at Closing, Buyer shall deliver to Shareholders 37,200,000 restricted shares of common stock of Rapid Bio Tests Corp. These shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be resold unless the resale thereof is registered under the Securities Act or an exemption from such registration is available. Each certificate representing the Buyer's shares will have a legend thereon in substantially the following form:
THE SHARES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE RESALE OF THE SHARES UNDER THE ACT UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE ACT.
SECTION 2. COVENANTS OF SHAREHOLDERS.
(a) AFFIRMATIVE COVENANTS OF SHAREHOLDERS. Prior to the Closing Date, Shareholders covenant and agree as follows:
(i) Mirae will conduct its business in the ordinary course of business. Without limiting the generality of the foregoing, Mirae will maintain its books and records, pay expenses and payables, bill customers, collect receivables, purchase inventory, perform all maintenance and repairs necessary to maintain its facilities and equipment in good operating condition (normal wear and tear excepted), replace inoperable, worn out or obsolete assets with assets of comparable quality, maintain an appropriate level of insurance, in each case, in the ordinary course of business in accordance with past custom and practice;
(ii) Mirae will use reasonable best efforts to preserve present business relationships, to the extent such relationships are beneficial to Mirae and its business, and to encourage Mirae's employees to continue their employment with Mirae both before and after the Closing;
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