AGREEMENT FOR SHARE EXCHANGE
AGREEMENT
FOR SHARE EXCHANGE
THIS
AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of September 27,
2006, by and among NT Holding Corp., a Nevada corporation (the "Buyer", “NTHH”
or the “Company”) and Shanxi Lingu Coal Mine Company Limited (“Shanxi” or the
“Acquiree”), and Xxxx Xxxxxxxx, the sole shareholder of Shanxi
(“Minsheng”)
RECITALS:
NTHH
and
Shanxi desire to complete a share exchange transaction pursuant to which NTHH
shall acquire all of the issued and outstanding stock of Shanxi solely in
exchange for shares of the common stock of Grand Canal Entertainment Inc.
(“GCNL”) owned by NTHH; and
The
Board
of Directors of NTHH and the Board of Directors of Shanxi have each approved
the
proposed transaction, contingent upon satisfaction prior to closing of all
of
the terms and conditions of this Agreement; and
NTHH
is
the 88% majority shareholder of GCNL and NTHH controls the board of directors
of
GCNL; and
Minsheng
is the sole owner of all of the issued and outstanding common stock of Shanxi;
and
Shanxi
owns coal mines located in Linfen, Shanxi, China with approximately 8,000,000
tons in reserves; and
THE
PARTIES desire to make certain representations, warranties and agreements in
connection with completion of the proposed share exchange
transaction.
NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE
I
THE
EXCHANGE
1.1 The
Exchange.
At the
Closing (as hereinafter defined), NTHH shall acquire 62.5% of the issued and
outstanding stock of Shanxi from Minsheng. Consideration to be issued by NTHH
shall be a total of 9,023,200 shares of the common stock of (“GCNL”) owned by
NTHH (the “Exchange Shares”) in exchange for 100% equity ownership of Shanxi.
The Exchange shall take place upon the terms and conditions provided for in
this
Agreement and in accordance with applicable law. GCNL has total authorized
capital of 100,000,000 shares and at closing will have a total of 45,116,000
shares issued and outstanding.
1.2 Closing
and Effective Time.
Subject
to the provisions of this Agreement, the parties shall hold a closing (the
"Closing") on (i) the first business day on which the last of the conditions
set
forth in Article V to be fulfilled prior to the Closing is fulfilled or waived
or (ii) at such time and place as the parties hereto may agree. Such date shall
be the date of Exchange (the "Effective Time"). Effective Time shall be no
later
than September 30, 2006
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of NTHH.
NTHH
represents and warrants to Shanxi and Minsheng as follows:
(a) Organization,
Standing and Power.
GCNL is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, has all requisite power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted, and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or leasing
of
its properties makes such qualification necessary.
(b) Reserved.
(c) Certificate
of Incorporation, Bylaws, and Minute Books.
The
copies of the Articles of Incorporation and of the Bylaws of GCNL which have
been delivered to Shanxi are true, correct and complete copies thereof. The
minute book of GCNL, which has been made available for inspection, contains
accurate minutes of all meetings and accurate consents in lieu of meetings
of
the Board of Directors (and any committee thereof) and of the shareholders
of
NTHH and GCNL since the date of incorporation and accurately reflects all
transactions referred to in such minutes and consents in lieu of
meetings.
(d) Authority.
NTHH
and GCNL have all requisite power and authority to enter into this Agreement
and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of NTHH and GCNL. No other
corporate or shareholder proceedings on the part of NTHH and GCNL are necessary
to authorize the Exchange, or the other transactions contemplated
hereby.
(e) Conflict
with Other Agreements; Approvals.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not result in any violation of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or the
loss
of a material benefit under, or the creation of a lien, pledge, security
interest or other encumbrance on assets (any such conflict, violation, default,
right of termination, cancellation or acceleration, loss or creation, a
"violation") pursuant to any provision of the Articles of Incorporation or
Bylaws or any organizational document of NTHH or, result in any violation of
any
loan or credit agreement, note, mortgage, indenture, lease, benefit plan or
other agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to NTHH which violation would have a material adverse effect on NTHH taken
as a
whole. No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission
or
other governmental authority or instrumentality, domestic or foreign (a
"Governmental Entity") is required by or with respect to NTHH in connection
with
the execution and delivery of this Agreement by NTHH or the consummation by
NTHH
of the transactions contemplated hereby.
(f) Books
and Records.
NTHH
has made and will make available for inspection by Shanxi upon reasonable
request all the books of GCNL relating to the business of GCNL. Such books
of
GCNL have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to Shanxi by GCNL are true and correct
copies, and there are no amendments or modifications thereto except as set
forth
in such documents.
(g) Compliance
with Laws.
GCNL is
and has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed
by
any Governmental Entity applicable to it, its properties or the operation of
its
businesses.
(h) Dilutive
Securities. GCNL
has
no dilutive securities of any kind, including but not limited to warrants,
options or employee stock options outstanding.
(j) Litigation.
There
is no suit, action or proceeding pending, or, to the knowledge of NTHH,
threatened against or affecting GCNL which is reasonably likely to have a
material adverse effect on GCNL, nor is there any judgment, decree, injunction,
rule or order of any Governmental Entity or arbitrator outstanding against
GCNL
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(k) Tax
Returns.
GCNL
has duly filed or will file prior to Closing any tax reports and returns
required to be filed by it and has fully paid all taxes and other charges
claimed to be due from it by any federal, state or local taxing authorities.
There are not now any pending questions relating to or claims asserted for,
taxes or assessments asserted upon GCNL.
2.2 Representations
and Warranties of Shanxi.
Shanxi
represents and warrants to NTHH as follows:
(a) Organization,
Standing and Power.
Shanxi
is a corporation duly organized, validly existing and in good standing under
the
laws of the China, has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted,
and
is duly qualified and in good standing to do business in each jurisdiction
in
which the nature of its business or the ownership or leasing of its properties
makes such qualification necessary.
(b) Capital
Structure.
There
are no options, warrants, calls, agreements or other rights to purchase or
otherwise acquire from Shanxi at any time, or upon the happening of any stated
event, any share of the capital stock of Shanxi.
(c) Certificate
of Incorporation, Bylaws and Minute Books.
Copies
of the Certificate of Incorporation and of the other corporate documents of
Shanxi which will be delivered to NTHH are true, correct and complete copies
thereof. The minute books of Shanxi which will be made available for inspection
contain accurate minutes of all meetings and accurate consents in lieu of
meetings of the Board of Directors (and any committee thereof) and of the
shareholders of Shanxi since the date of incorporation and accurately reflect
all transactions referred to in such minutes and consents in lieu of
meetings.
(d) Authority.
Shanxi
has all requisite power to enter into this Agreement and, subject to approval
of
the proposed transaction by the holders of 100% of its issued and outstanding
shares which are entitled to vote to approve the proposed transaction, has
the
requisite power and authority to consummate the transactions contemplated
hereby. Except as specified herein, no other corporate or shareholder
proceedings on the part of Shanxi are necessary to authorize the Exchange and
the other transactions contemplated hereby.
(e) Conflict
with Agreements; Approvals.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, conflict with, or result in any
violation of any provision of the Certificate of Incorporation or Bylaws of
Shanxi or of any loan or credit agreement, note, mortgage, indenture, lease,
benefit plan or other agreement, obligation, instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule
or
regulation applicable to Shanxi or its properties or assets. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to Shanxi in
connection with the execution and delivery of this Agreement by Shanxi, or
the
consummation by Shanxi of the transactions contemplated hereby.
(f) Books
and Records.
Shanxi
has made and will make available for inspection by NTHH upon reasonable request
all the books of account, relating to the business of Shanxi. Such books of
account have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to NTHH by Shanxi are true and correct
copies, and there are no amendments or modifications thereto except as set
forth
in such documents.
(g) Compliance
with Laws.
Shanxi
is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties
or
the operation of its businesses.
(h) Liabilities
and Obligations.
Shanxi
has no material liabilities or obligations (absolute, accrued, contingent or
otherwise) except (i) liabilities that are reflected and reserved against on
the
Shanxi financial statements delivered to NTHH that have not been paid or
discharged since the date thereof and (ii) liabilities incurred since the date
of such financial statements in the ordinary course of business consistent
with
past practice and in accordance with this Agreement.
(i) Litigation.
There is
no suit, action or proceeding pending, or, to the knowledge of Shanxi threatened
against or affecting Shanxi, which is reasonably likely to have a material
adverse effect on Shanxi, nor is there any judgment, decree, injunction, rule
or
order of any Governmental Entity or arbitrator outstanding against Shanxi
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(j) Taxes.
Shanxi
has filed or will file within the time prescribed by law (including extension
of
time approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required
by law; and Shanxi has paid, or made adequate provision for the payment of
all
taxes, interest, penalties, assessments or deficiencies due and payable on,
and
with respect to such periods. Shanxi knows of (i) no other tax returns or
reports which are required to be filed which have not been so filed and (ii)
no
unpaid assessment for additional taxes for any fiscal period or any basis
therefore.
(k) Licenses,
Permits; Intellectual Property.
Shanxi
owns or possesses in the operation of its business all material authorizations
which are necessary for it to conduct its business as now conducted. Neither
the
execution or delivery of this Agreement nor the consummation of the transactions
contemplated hereby will require any notice or consent under or have any
material adverse effect upon any such authorizations.
2.3 Representations
and Warranties of Minsheng.
By
execution of this Agreement, Minsheng represents and warrants to NTHH as
follows:
(a) Shares
Free and Clear.
The
shares of Shanxi which Minsheng owns are free and clear of any liens, claims,
options, charges or encumbrances of any nature.
(b) Unqualified
Right to Transfer Shares.
Minsheng has the unqualified right to sell, assign, and deliver the shares
of
Shanxi and, upon consummation of the transactions contemplated by this
Agreement, NTHH will acquire good and valid title to such shares, free and
clear
of all liens, claims, options, charges, and encumbrances of whatsoever
nature.
(c) Agreement
and Transaction Duly Authorized.
Minsheng is authorized to execute and deliver this Agreement and to consummate
the share exchange transaction described herein. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will constitute a violation or default under any term or provision of
any
contract, commitment, indenture, other agreement or restriction of any kind
or
character to which such Minsheng is a party or by which such Minsheng is
bound.
(d) Share
Ownership.
Minsheng is presently the sole shareholder of Shanxi, and owns 100% of the
equity ownership of Shanxi.
ARTICLE
III
COVENANTS
RELATING TO CONDUCT OF BUSINESS
3.1 Covenants
of Shanxi and GCNL.
During
the period from the date of this Agreement and continuing until the Effective
Time, Shanxi and GCNL each agree as to themselves (except as expressly
contemplated or permitted by this Agreement, or to the extent that the other
party shall otherwise consent in writing):
(a) Ordinary
Course.
Each
party shall carry on its respective businesses in the usual, regular and
ordinary course in substantially the same manner as heretofore
conducted.
(b) Dividends;
Changes in Stock.
No
party shall (i) declare or pay any dividends on or make other distributions
in
respect of any of its capital stock, or (ii) repurchase or otherwise acquire,
or
permit any subsidiary to purchase or otherwise acquire, any shares of its
capital stock.
(c) Issuance
of Securities.
No
party shall issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its capital stock of any class, any voting
debt or any securities convertible into, or any rights, warrants or options
to
acquire, any such shares, voting debt or convertible securities.
(d) Governing
Documents.
No
party shall amend or propose to amend its Articles of Incorporation or
Bylaws.
(e) No
Dispositions.
Except
for the transfer of assets in the ordinary course of business consistent with
prior practice, no party shall sell, lease, encumber or otherwise dispose of,
or
agree to sell, lease, encumber or otherwise dispose of, any of its assets,
which
are material, individually or in the aggregate, to such party.
(f) Indebtedness.
No
party shall incur any indebtedness for borrowed money or guarantee any such
indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of such party or guarantee any debt securities
of
others other than in each case in the ordinary course of business consistent
with prior practice.
3.2 Other
Actions.
No
party shall take any action that would or is reasonably likely to result in
any
of its representations and warranties set forth in this Agreement being untrue
as of the date made (to the extent so limited), or in any of the conditions
to
the Exchange set forth in Article V not being satisfied.
ARTICLE
IV
ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS
4.1 Restricted
GCNL Shares.
The
Exchange Shares will not be registered under the Securities Act, but will be
issued pursuant to applicable exemptions from such registration requirements
for
transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the
Securities Act of 1933. Accordingly, the Exchange Shares will constitute
"restricted securities" for purposes of the Securities Act and the holders
of
Exchange Shares will not be able to transfer such shares except upon compliance
with the registration requirements of the Securities Act or in reliance upon
an
available exemption therefrom. The certificates evidencing the Exchange Shares
shall contain a legend to the foregoing effect and the holders of such shares
shall deliver at Closing an Investment Letter acknowledging the fact that the
Exchange Shares are restricted securities and agreeing to the foregoing transfer
restrictions.
4.2 Access
to Information.
Upon
reasonable notice, NTHH and Shanxi shall each afford to the officers, employees,
accountants, counsel and other representatives of the other company, and with
respect to Shanxi, the Acquired Entities, access to all their respective
properties, books, contracts, commitments and records and, during such period,
each of NTHH and Shanxi shall furnish promptly to the other (a) a copy of each
report, schedule, registration statement and other document filed or received
by
it during such period pursuant to the requirements of Federal or state
securities laws and (b) all other information concerning its business,
properties and personnel as such other party may reasonably request. Unless
otherwise required by law, the parties will hold any such information which
is
nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of either party, and in the event
of
termination of this Agreement for any reason each party shall promptly return
all nonpublic documents obtained from any other party, and any copies made
of
such documents, to such other party.
4.3 Legal
Conditions to Exchange.
Each of
NTHH and Shanxi shall take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on itself with respect to
the
Exchange and will promptly cooperate with and furnish information to each other
in connection with any such requirements imposed upon any of them or upon any
of
their related entities or subsidiaries in connection with the Exchange. Each
party shall take all reasonable actions necessary to obtain (and will cooperate
with each other in obtaining) any consent, authorization, order or approval
of,
or any exemption by, any Governmental Entity or other public or private third
party, required to be obtained or made by NTHH or Shanxi or any of their related
entities or subsidiaries in connection with the Exchange or the taking of any
action contemplated thereby or by this Agreement.
4.4 Board
of Directors and Officers.
There
should be no change in the board of directors of Shanxi
ARTICLE
V
CONDITIONS
PRECEDENT
5.1 Conditions
to Each Party's Obligation To Effect the Exchange.
The
respective obligations of each party to effect the Exchange shall be conditional
upon the filing, occurring or obtainment of all authorizations, consents, orders
or approvals of, or declarations or filings with, or expirations of waiting
periods imposed by any governmental entity or by any applicable law, rule,
or
regulation governing the transactions contemplated hereby. Shanxi represents
and
warrants that it has obtained the appropriate required consents of the Chinese
government.
5.2 Conditions
to Obligations of NTHH.
The
obligation of NTHH to effect the Exchange is subject to the satisfaction of
the
following conditions on or before the Closing Date unless waived by
NTHH:
(a) Representations
and Warranties.
The
representations and warranties of Shanxi and of Minsheng set forth in this
Agreement shall be true and correct in all material respects as of the date
of
this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as
of
the Closing Date, except as otherwise contemplated by this Agreement, and NTHH
shall have received a certificate signed on behalf of Shanxi by the President
of
Shanxi and a certificate signed by Minsheng to such effect.
(b) Performance
of Obligations of Shanxi.
Shanxi
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date, and NTHH
shall have received a certificate signed on behalf of Shanxi by the President
to
such effect.
(c) Closing
Documents.
NTHH
shall have received such certificates and other closing documents as counsel
for
NTHH shall reasonably request.
(e) Consents.
Shanxi
shall have obtained the consent or approval of each person whose consent or
approval shall be required in connection with the transactions contemplated
hereby under any loan or credit agreement, note, mortgage, indenture, lease
or
other agreement or instrument, except those for which failure to obtain such
consents and approvals would not, in the reasonable opinion of NTHH,
individually or in the aggregate, have a material adverse effect on Shanxi
and
of its subsidiaries and related entities taken as a whole upon the consummation
of the transactions contemplated hereby. Shanxi shall also have received the
approval of Minsheng in accordance with applicable law.
(f) Due
Diligence Review.
NTHH
shall have completed to its reasonable satisfaction a review of the business,
operations, finances, assets and liabilities of Shanxi and shall not have
determined that any of the representations or warranties of Shanxi or Minsheng
contained herein are, as of the date hereof or the Closing Date, inaccurate
in
any material respect or that Shanxi or Minsheng is otherwise in violation of
any
of the provisions of this Agreement.
(g) Pending
Litigation.
There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of NTHH, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against Shanxi,
the
consequences of which, in the judgment of NTHH, could be materially adverse
to
Shanxi.
5.3 Conditions
to Obligations of Shanxi.
The
obligation of Shanxi to effect the Exchange is subject to the satisfaction
of
the following conditions unless waived by Shanxi:
(a) Representations
and Warranties.
The
representations and warranties of NTHH set forth in this Agreement shall be
true
and correct in all material respects as of the date of this Agreement and
(except to the extent such representations speak as of an earlier date) as
of
the Closing Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, Shanxi shall have received a
certificate signed on behalf of NTHH by the President to such
effect.
(b) Performance
of Obligations of NTHH.
NTHH
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date, and Shanxi
shall have received a certificate signed on behalf of NTHH by the President
to
such effect.
(c) Closing
Documents.
Shanxi
shall have received such certificates and other closing documents as counsel
for
Shanxi shall reasonably request.
(d) Consents.
NTHH
shall have obtained the consent or approval of each person whose consent or
approval shall be required in connection with the transactions contemplated
hereby.
(e) Due
Diligence Review.
Shanxi
shall have completed to its reasonable satisfaction a review of the business,
operations, finances, assets and liabilities of NTHH and shall not have
determined that any of the representations or warranties of NTHH contained
herein are, as of the date hereof or the Closing Date, inaccurate in any
material respect or that NTHH is otherwise in violation of any of the provisions
of this Agreement.
(f) Pending
Litigation.
There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of Shanxi, made in good faith, would make the
consummation of the Exchange imprudent. In addition, there shall not be any
other litigation or other proceeding pending or threatened against NTHH the
consequences of which, in the judgment of Shanxi, could be materially adverse
to
NTHH.
ARTICLE
VI
TERMINATION
AND AMENDMENT
6.1 Termination.
This
Agreement may be terminated at any time prior to the Effective
Time:
(a) by
mutual
consent of NTHH and Shanxi;
(b) by
either
NTHH or Shanxi if there has been a material breach of any representation,
warranty, covenant or agreement on the part of the other set forth in this
Agreement which breach has not been cured within five (5) business days
following receipt by the breaching party of notice of such breach, or if any
permanent injunction or other order of a court or other competent authority
preventing the consummation of the Exchange shall have become final and
non-appealable.
6.2 Effect
of Termination.
In the
event of termination of this Agreement by either Shanxi or NTHH as provided
in
Section 6.1, this Agreement shall forthwith become void and there shall be
no
liability or obligation on the part of any party hereto. In such event, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
6.3 Amendment.
This
Agreement may be amended by mutual agreement of NTHH, Shanxi and the Minsheng,
provided that in the case of NTHH and Shanxi, any such amendment must authorized
by their respective Boards of Directors, and to the extent required by law,
approved by their respective shareholders. Any such amendment must be by an
instrument in writing signed on behalf of each of the parties
hereto.
6.4 Extension;
Waiver.
At any
time prior to the Effective Time, the parties hereto, by action taken or
authorized by their respective Board of Directors, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations
or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto to
any
such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.
ARTICLE
VII
GENERAL
PROVISIONS
7.1 Survival
of Representations, Warranties and Agreements.
All of
the representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective
Time
for a period of three years from the date of this Agreement.
7.2 Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (which is confirmed) or mailed
by registered or certified mail (return receipt requested) to the parties at
the
following addresses (or at such other address for a party as shall be specified
by like notice):
(a) If
to
NTHH:
Grand
Canal Entertainment, Inc.
c/o
Cutler Law Group
0000
Xxxx
Xxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
M.
Xxxxxxx Xxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxx@xxxxxxxxx.xxx
(b) If
to
Shanxi:
Room
3505-06, 35/Floor
Edinburgh
Tower
The
Landmark
00
Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx
Telephone:000-0000-0000
Facsimile:
000-0000-0000
Email:
(c) If
to the
Minsheng, at the addresses of Shanxi.
7.3 Interpretation.
When a
reference is made in this Agreement to Sections, such reference shall be to
a
Section of this Agreement unless otherwise indicated. The headings contained
in
this Agreement are for reference purposes only and shall not affect in any
way
the meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed
to be
followed by the words "without limitation". The phrase "made available" in
this
Agreement shall mean that the information referred to has been made available
if
requested by the party to whom such information is to be made
available.
7.4 Counterparts.
This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to
the
other parties, it being understood that all parties need not sign the same
counterpart.
7.5 Entire
Agreement; No Third Party Beneficiaries; Rights of
Ownership.
This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other
than
the parties hereto any rights or remedies hereunder.
7.6 Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any Nevada state court or
any
federal court in the State of Delaware in respect of any suit, action or
proceeding arising out of or relating to this Agreement, and irrevocably accept
for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of the aforesaid courts.
7.7 No
Remedy in Certain Circumstances.
Each
party agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof or thereof to be null, void or
unenforceable, or order any party to take any action inconsistent herewith
or
not to take any action required herein, the other party shall not be entitled
to
specific performance of such provision or part hereof or thereof or to any
other
remedy, including but not limited to money damages, for breach hereof or thereof
or of any other provision of this Agreement or part hereof or thereof as a
result of such holding or order.
7.8 Publicity.
Except
as otherwise required by law or the rules of the SEC, so long as this Agreement
is in effect, no party shall issue or cause the publication of any press release
or other public announcement with respect to the transactions contemplated
by
this Agreement without the written consent of the other party, which consent
shall not be unreasonably withheld.
7.9 Assignment.
Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject
to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors
and
assigns.
IN
WITNESS WHEREOF,
this
Agreement for Share Exchange has been signed by the parties set forth below
as
of the date set forth above.
| NT Holding Corp. | |
| By: | /s/ Xxxx Xx Xxxx Xxxx Xx Xxxx |
| Shanxi Lingu Coal Mine Company Limited | |
| By: | /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx |
| Minsheng: | |
| /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx |
|
