(c) The
Shareholders have full right, power and authority to sell, transfer and deliver
the JEI Stock, and upon delivery of the certificates therefore as contemplated
in this Agreement, the Shareholders will transfer to BioStem valid and
marketable title to the JEI Stock, including all voting and other rights
to the
JEI Stock, free and clear of all pledges, liens, security interests, adverse
claims, options, rights of any third party, or other encumbrances.
(d) There
is
no litigation or proceeding pending, or to any Shareholder's knowledge,
threatened, against or relating to JEI or to the JEI Stock.
(e) JEI
has
filed in correct form all tax returns of every nature required to be filed
by it
and has paid all taxes as shown on such returns and all assessments, fees
and
charges received by it to the extent that such taxes, assessments, fees and
charges have become due.JEI has also paid all taxes which do not require
the
filing of returns and which are required to be paid by it.To the extent that
tax
liabilities have accrued, but have not become payable, they have been adequately
reflected as liabilities on the books of JEI.
(f) The
JEI
shareholders have had the opportunity to perform all due diligence
investigations of BioStem and its business as they have deemed necessary
or
appropriate and to ask questions of BioStem's officers and directors and
have
received satisfactory answers to all of their questions. The Shareholders
have
had access to all documents and information about BioStem and have reviewed
sufficient information to allow them to evaluate the merits and risks of
their
exchange for the BioStem Stock.
(g) The
Shareholders are acquiring the BioStem Stock for their own account (and not
for
the account of others) for investment and not with a view to the distribution
therefor.The Shareholders will not sell or otherwise dispose of the BioStem
Stock without registration under the Securities Act of 1933, as amended,
or an
exemption therefrom, and the certificate or certificates representing the
BioStem Stock will contain a legend to the foregoing effect.
(a) Between
the date of this Agreement and the Closing, the Shareholders, with respect
to
JEI, and BioStem, with respect to itself, will, and will cause their respective
representatives to: (i) afford the other party and its representatives access
to
their personnel, properties, contracts, books and records, and other documents
and data, as reasonably requested by the other party; (ii) furnish the other
party and its representatives with copies of all such contracts, books and
records, and other existing documents and data as the other may reasonably
request in connection with the transaction contemplated by this Agreement;
and
(iii) furnish the other party and its representatives with such additional
financial, operating, and other data and information as the other may reasonably
request.
This
Agreement may be terminated (1) by mutual consent in writing; (2) by either
the
Shareholders or BioStem if there has been material misrepresentation or material
breach of any warranty or covenant by any other party that is not cured by
October 15, 2007; or (3) by any of the Shareholders or BioStem if the Closing
has not taken place within 45 business days following execution of this
Agreement, unless adjourned to a later date by mutual consent in
writing.
Whether
or not the Closing is consummated, each of the parties will pay all of his,
her,
or its own legal and accounting fees and other expenses incurred in the
preparation of this Agreement and the performance of the terms and provisions
of
this Agreement.
8. Survival
of Representations and Warranties.
The
representations and warranties of the Shareholders and BioStem set out in
this
Agreement will survive the Closing for a period of 30 days.
Any
failure on the part of either party hereto to comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing
by the
party to whom suchcompliance is owed.
Each
party agrees to indemnify and hold harmless the other party against any fee,
loss, or expense arising out of claims by brokers or finders employed or
alleged
to have been employedby the indemnifying party.
(a) This
Agreement will be governed by and under the laws of the State of Nevada,
USA
without giving effect to conflicts of law principles.If any provision hereof
is
found invalid or unenforceable, that part will be amended to achieve as nearly
as possible the same effect as the original provision and the remainder of
this
Agreement will remain in full force and effect.
(b) Any
dispute arising under or in any way related to this Agreement will be resolved
by binding arbitration under the commercial arbitration rules of the American
Arbitration Association in Santa Monica, California.
(c) In
any
adverse action, the parties will restrict themselves to claims for compensatory
damages and/or securities issued or to be issued and no claims will be made
by
any party or affiliate for lost profits, punitive or multiple damages or
any
other consequential damages.
(d) This
Agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates
all prior and/or contemporaneous understandings and/or discussions between
the
parties, whether written or verbal, express or implied, relating in any way
to
the subject matter hereof.This agreement may not be altered, amended, modified
or otherwise changed in any way except by a written agreement, signed by
both
parties.
(e) This
Agreement will inure to the benefit of, and be binding upon, the parties
hereto
and their successors and assigns; provided, however, that any assignment
by
either party of its rights under this Agreement without the written consent
of
the other party will be void.
(f) The
parties agree to take any further actions and to execute any further documents
which may from time to time be necessary or appropriate to carry out the
purposes of this Agreement.
(g) The
headings of the Sections, paragraphs and subparagraphs of this Agreement
are
solely for convenience of reference and will not limit or otherwise affect
the
meaning of any of the terms or provisions of this Agreement.The references
in
this Agreement to Sections, unless otherwise indicated, are references to
sections of this Agreement.
(h) This
Agreement may be executed in counterparts, each one of which will constitute
an
original and all of which taken together will constitute one document.This
Agreement may be executed by delivery of a signed signature page by fax to
the
other parties hereto and such fax execution and delivery will be valid in
all
respects.
BIOSTEM,
INC.
Marc
Ebersole
Chief
Executive Officer
JOYTOTO
CO. LTD.
Name:
Cho, Seong Sam
Title:
Chairman
JOYON
ENTERTAINMENT CO., LTD.
Name:
Cho, Seong Yong
Title:
Chief Executive Officer