EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 15th day of June, 2007 ("Agreement"), by and
between XXXXXXX XXX, with an address at 000 Xxxxxxx Xxxxxx, Xxxxx # 0000, Xxx
Xxxx, Xxx Xxxx 00000 XXX ("Seller"), and XXXX XXXX PENG with an address at Room
1819 Mingyong Building, Xx.00 Xxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx, Xxxxx
000000 ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the record owner and holder of 1,390,000 Common Shares, par
value $.0001 par value (the "Shares"), of AMALGAMATED ACQUISITION CORP., a
Delaware corporation ("Corporation"), which Corporation has 1,390,000 shares of
common stock, issued and outstanding as of the date of this Agreement, as more
fully described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase 1,390,000 of the Shares from Seller,
which constitutes 100% of the Corporation's issued and outstanding shares as of
the date of this Agreement and Seller desires to sell such Shares upon the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained in this Agreement, and in order to consummate the
purchase and sale of the Corporation's Shares, it is hereby agreed, as follows:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees
to sell to Purchaser at the Closing, 1,390,000 of Seller's Shares for a
total price of Thirty-Three Thousand and 00/100 US dollars (US$33,000.00)
(the "Purchase Price").
2. GOOD FAITH DEPOSIT. At the signing of this Agreement, Purchaser agrees to
wire transfer to an account to be designated by Seller, the sum of Five
Thousand and 00/100 US dollars (US$5,000.00), equal to approximately fifteen
percent (15%) of the sales price, as an initial deposit to Seller. At the
Closing, as defined below, Purchaser will pay the balance of the Purchase
Price, Twenty-Eight Thousand and 00/100 US dollars (US28,000.00) to Seller
by wire transfer.
3. CLOSING. The purchase and sale of the Shares shall take place on or
before June 26, 2007; at such time and place as the Purchaser and Seller
mutually agree upon orally or in writing (which time and place are
designated as the "Closing"). At Closing, Purchaser shall deliver to Seller,
in cash, by wire transfer to an account to be designated by Seller, the
balance of the Purchase Price in the amount of Twenty-Eight Thousand and
00/100 US dollars (US$28,000.00), and Seller will immediately deliver the
following to Purchaser: (A) the certificates representing the Shares
transferred hereunder, duly endorsed for transfer to the Purchaser or
accompanied by appropriate stock powers, (B) the original of the Certificate
of Incorporation and bylaws, (C) all corporate books and records (including
all accounting records and SEC filings to date); and (D) written
resignations of incumbent directors and officers of the Corporation.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole director and
officer of Corporation, hereby represents and warrants to Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and
has the corporate power and authority to carry on the business it
is now being conducted. Corporation and/or Seller do not require
any consent and/or authorization, declaration or filing with any
government or regulatory authority to undertake any actions
herein;
(ii) Corporation has filed with the United States Securities and
Exchange Commission (`SEC") a registration statement on Form 10-SB
effective pursuant to the Securities Exchange Act of 1934 and is a
reporting company pursuant to Section 12(g) thereunder
(iii) Corporation has timely filed and is current on all reports
required to be filed by it pursuant to Sections 13 and 15 of the
Securities Exchange Act of 1934.
(iv) Corporation is newly formed with no financial information
available other than the financial information included in its SEC
filings;
(v) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or
pending against the Corporation and/or Seller or against the
Seller or other employee, officer, director or stockholder of
Corporation. Additionally, Seller is not aware of any facts which
may/might result in or form a basis of such action, suit,
arbitration or other proceeding on any basis whatsoever;
(vi) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership,
association, firm or business in any manner;
(vii) The Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements,
deferred compensation, pension retirement agreements or
arrangements, options arrangements, bonus, stock purchase
agreements, incentive or profit-sharing plans;
(viii)No other person or firm has, or will have, any right, interest or
valid claim against the Corporation for any commission, fee or
other compensation in connection with the sale of the Shares
herein as a finder or broker or in any similar capacity as a
result of any act or omission by the Corporation and/or Seller or
anyone acting on behalf of the Corporation and/or Seller;
(ix) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules,
regulations, judgments. Neither the execution, delivery or
performance of this Agreement (A) violates the Corporation's by-
laws, Certificate of Incorporation, Shareholder Agreements or any
existing resolutions; and, (B) will cause the Corporation to lose
any benefit or any right or privilege it enjoys under the
Securities Act ("Act") or other applicable state securities laws;
(x) Corporation has not conducted any business and/or entered into any
agreements with third-parties;
(xi) This Agreement has been duly executed and delivered by constitutes
a valid and binding instrument, enforceable in accordance with its
terms and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which
Corporation and/or Seller a party or by which they are bound;
(xii) Seller is the legal and beneficial owner of the Shares and has
good and marketable title thereto, free and clear of any liens,
claims, rights and encumbrances;
(xiii)Seller warrants that the Corporation being transferred shall be
transferred with no liabilities and little or no assets, and shall
defend and hold Purchaser and the Corporation harmless against any
action by any third party against either of them arising out of,
or as a consequence of, any act or omission of Seller or the
Corporation prior to, or during the closing contemplated by this
contract of sale; and,
(xiv) The information contained on Exhibit A is true and correct.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents
and warrants to Seller that:
I. Purchaser has the power and authority to execute and
deliver this Agreement, to perform his obligations
hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered
by Purchaser and constitutes a valid and binding
instrument, enforceable in accordance with its terms;
II. The execution, delivery and performance of this Agreement
is in compliance with and does not conflict with or result
in a breach of or in violation of the terms, conditions or
provisions of any agreement, mortgage, lease or other
instrument or indenture to which Purchaser is a party or by
which Purchaser is bound;
III. At no time was Purchaser presented with or solicited by or
through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or
advertising;
IV. Purchaser is purchasing the Shares solely for his 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;
V. The Purchaser is an "accredited investor" as defined under
Rule 501 under the Securities Act; and,
VI. Purchaser hereby agrees that such shares are restricted
pursuant to Rule 144 and therefore subject to Rule 144
resale requirements.
6. NOTICES. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein:
Seller: Xxxxxxx Xxx
000 Xxxxxxx Xxxxxx
Xxxxx #0000
Xxx Xxxx, XX 00000 XXX
FAX: x(000) 000-0000
Purchaser: Xxxx Xxxx Peng
c/o QMIS Capital Finance Pte Ltd.
Room 1819 Mingyong Building
Xx.00 Xxxx Xxxx, Xxxxxxxx Xxxxxxxx
Xxxxxx, Xxxxx 000000
FAX: 0000-0000-00000000
7. GOVERNING LAW. This Agreement shall be interpreted and governed in
accordance with the laws of the State of Delaware. The parties herein waive
trial by jury. In the event that litigation results or arise out of this
Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement for the nonprevailing party of reasonable
attorney's fee, costs, expenses, in addition to any other relief to which
the prevailing party may be entitled.
8. CONDITIONS TO CLOSING. The Closing is conditioned upon the fulfillment by
the Seller of the satisfaction of the representations and warranties made
herein being true and correct in all material respects as of the date of
Closing.
9. SEVERABILITY. In the event that any term, covenant, condition, or other
provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision or Agreement shall in no way
affect any other term, covenant, condition or provision or Agreement
contained herein, which shall remain in full force and effect.
10. ENTIRE AGREEMENT. This Agreement contains all of the terms agreed upon
by the parties with respect to the subject matter hereof. This Agreement has
been entered into after full investigation.
11. INVALIDITY. If any paragraph of this Agreement shall be held or declared
to be void, invalid or illegal, for any reason, by any court of competent
jurisdiction, such provision shall be ineffective but shall not in any way
invalidate or effect any other clause, Paragraph, section or part of this
Agreement.
12. GENDER AND NUMBER; SECTION HEADINGS. Words importing a particular gender
mean and include the other gender and words importing a singular number mean
and include the plural number and vice versa, unless the context clearly
indicated to the contrary. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
13. AMENDMENTS. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein
otherwise provided.
14. ASSIGNMENT. Neither party may assign this Agreement without the express
written consent of the other party. Any agreed assignment by the Seller
shall be effectuated by all the necessary corporate authorizations and
governmental and/or regulatory filings.
15. CLOSING DOCUMENTS. Seller and Purchaser agree, at any time, to execute,
and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.
16. EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement supersedes all prior
agreements or understandings among the parties with respect to its subject
matter with respect thereto and cannot be changed or terminated orally.
17. FACSIMILE SIGNATURES. Execution of this Agreement and delivery of signed
copies thereof by facsimile signatures from the parties hereto or their
agents is acceptable to the parties who waive any objections or defenses
based upon lack of an original signature.
18. PUBLICITY. Except as otherwise required by law, none of the parties
hereto shall issue any press release or make any other public statement, in
each case relating to, connected with or arising out of this Agreement or
the matters contained herein, without obtaining the prior approval of the
other to the contents and the manner of presentation and publication
thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
signed this Agreement by their duly authorized officers the day and year first
above written.
Seller Signature: /s/ Xxxxxxx Xxx
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Seller Printed: Xxxxxxx Xxx
Purchaser Signature: /s/ Xxxx Xxxx Peng
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Purchaser Printed: Xxxx Xxxx Peng
