SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement") is entered into this ___ day of
June, 2006, by and between Xxxxxx Xxxx, Esq. 0000 X. Xxxxx Xxxxxx Xxxx, XXX #
300-137, Xxxxxxxxx, XX 00000, representing a certain Selling Shareholder
(herein, the "Seller") of TAM of Henderson, Inc. a Nevada corporation
(hereinafter referred to as the "Company"), and Xiao Jun (the "Purchaser").
WHEREAS, Seller is the current owner of a majority of the outstanding
shares of the Company (or "TMHN"), a Nevada corporation, that is traded on the
NASD's "Over-the-Counter" Bulletin Board ("NASD-OTCBB") under the ticker symbol
"TMHN".
WHEREAS, Seller is the holder, beneficially and of record of 8,000,000
restricted common shares of the Company (hereinafter referred to as "Control
Shares"); and
WHEREAS, in anticipation of acquiring control the Company, the Purchaser
desires to purchase from Seller and Seller desires to sell to the Purchaser all
of Seller' 8,000,000 restricted common shares (hereinafter referred to as
"Selling Shares")
WHEREAS, upon sale of the Selling Shares, the sole officer and director of
the Company will resign her position as an Officer and Director of the Company
and, immediately prior thereto, elect the Purchaser or its nominees to the Board
of Directors to the Company.
WHEREAS, upon closing of escrow, the new Officers and Directors of the
Company will be responsible for corporate filings with the State of Nevada and
the U.S. Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants herein contained, the parties hereto agree as follows:
1. Purchase of Selling Shares. Subject to the terms and conditions set
forth herein, no later than June --, 2006 (the "Effective Date") Seller will
sell the Selling Shares to Purchaser, and at the date of closing of the purchase
and sale will deliver to Purchaser a stock certificate or certificates for the
Selling Shares, signature guaranteed ready to transfer to their designee(s).
2. Purchase Price. Purchaser shall pay to Seller the sum of Four hundred
thirty-five thousand ($435,000.00) Dollars and other good and valuable
consideration for such Selling Shares (hereinafter referred to as the "Purchase
Price"). Out of the Purchase Price Seller shall pay an aggregate of $75,000 to
various individuals who have acted as finders in connection with this
transaction.
3. Representations and Warranties.
In order to induce the Purchaser to enter into this Agreement and complete
the transactions contemplated hereunder, Seller represents and warrants to
Purchaser that:
(a) TMHN was and remains duly incorporated and validly existing under the
laws of the State of Nevada;
(b) the authorized capital of TMHN consists of 70,000,000 common shares
with a par value of $0.001 per share and 5,000,000 preferred shares, of which
10,450,000 common shares (the "Outstanding Shares") were validly issued and
outstanding as fully paid and non-assessable shares as of the Effective Date,
and no preferred shares are issued;
(c) other than as contemplated in this Agreement, no further "securities"
as described by the Securities Act of 1933, as amended ("the Act) of TMHN will
be outstanding as of the Effective Date, and there are no commitments, plans or
arrangements of any kind whatsoever to issue any securities of TMHN, nor are
there any outstanding options, warrants, convertible securities or other rights
of any kind whatsoever calling for the issuance of any of the unissued shares of
TMHN;
(d) Seller has good and marketable title to the Selling Shares, and the
Purchaser will receive the Selling Shares free and clear of any liens or
encumbrances;
(e) Seller has good and sufficient power, authority and capacity to enter
into this Agreement and complete its transactions contemplated under this
Agreement on the terms and conditions set forth herein, and the sale of the
Selling Shares to Purchaser will not violate any other agreement or instrument
to which Seller is a party or by which the Selling Shares are bound;
(f) the common shares of TMHN are currently quoted on the OTC Bulletin
Board under the symbol "TMHN."
(g) TMHN is in material compliance with all applicable laws including,
without limitation, all applicable U.S. securities laws, and all of the filing
made by TMHN with the Securities and Exchange Commission are true, correct and
complete in all material aspects;
(h) the articles of incorporation, by laws and other corporate documents
included with the filings of TMHN with the Securities and Exchange Commission
are in full force and effect, have not been amended and there are no plans to
make any amendments thereto;
(i) there has been no material adverse change to the financial position of
TMHN since March 31, 2006, as set forth in its financial statements (the
"Statements") as filed on Form 10QSB with the United States Securities and
Exchange Commission, which financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis with
prior periods;
(j) the TMHN Statements disclose all material financial transactions of
TMHN since its date of incorporation and such transactions have been fairly and
accurately recorded; further, the Company has no liens, encumbrances and no
pending litigation or lawsuits current nor threatened as of the Effective Date;
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(k) there are no material financial liabilities of TMHN, whether primary,
secondary, direct, indirect, absolute, contingent or otherwise, under or in
respect of any contract, agreement, arrangement, commitment or undertaking which
are not disclosed or reflected in the TMHN Statements except for liabilities
arising in the ordinary course since the date thereof;
(l) TMHN has not entered into any indenture, mortgage, agreement, lease,
license, employment contracts or other instrument of any kind whatsoever
relating to any indebtedness;
(m) TMHN does not currently have any employees or any compensation
arrangements with any employees, independent consultants or consultants;
(n) no payments of any kind whatsoever have been made or authorized by
TMHN directly or indirectly to or on behalf of any of its shareholders, or any
of its directors or officers;
(o) there are no pensions, profit sharing, group insurance or similar
plans or other deferred compensation plans of any kind whatsoever effecting TMHN
nor any employment claims pending;
(p) This Agreement has been duly executed by Seller and is a valid and
binding obligation of Seller enforceable against her in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditor's rights generally;
(q) the execution and delivery of this Agreement do not, and the
performance of this Agreement by Seller and the consummation by Seller of the
transactions contemplated hereby will not, with or without the giving of notice
and the lapse of time, or both, (a) violate any provision of law, statute, rule,
regulation or executive order to which the Company is subject; (b) violate any
judgment, order, writ or decree of any court applicable to the Company; or (c)
result in the breach of or conflict with any term, covenant, condition or
provision of, result in the modification or termination of, constitute a default
under, or result in the creation or imposition of any lien, security interest,
charge or encumbrance upon the Company's assets pursuant to any corporate
charter, by-law, commitment, contract or other agreement or instrument;
(r) There is no action, suit, proceeding, claim, arbitration or
investigation pending, or to the knowledge of the Seller, currently threatened,
against the Company or, to the knowledge of the Seller, against any officer,
director or employee of the Company in connection with such officer's,
director's or employee's relationship with, or actions taken on behalf of, the
Company;
(s) All tax returns required to have been filed on or before the Effective
Date by or with respect to the Company have been duly and timely filed. Such tax
returns, including amendments thereto, have been prepared in good faith without
negligence or willful misrepresentation and are true, complete and accurate in
all material respects. All taxes owed by the Company (whether or not shown on
any tax return) have been paid; and
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(t) Except for the finders to be satisfied out of the $75,000 referenced
above, none of the Seller or the Company nor any of its officers, directors,
employees, shareholders or affiliates has employed or made any contract with any
person which obligates the Company or the Seller or any of their respective
affiliates to pay any finder's fee, brokerage fees or commission or similar
payment in connection with the transactions contemplated hereby
4. Resignations: Successors. Upon execution of the sale of the Selling
Shares, the sole Officer/Director of TMHN shall resign as an Officer and
Director of the Company as of the Effective Date. It is agreed that, prior to
resigning as a director of the Company, she will use her best efforts to cause
the designee(s) and/or one or more other persons designated by Purchaser, to be
named a director or directors of the Company, with such person or persons
constituting a majority of the Board of Directors.
5. Notices. All Notices, requests, demands and other communications
required or permitted hereunder will be in writing and will be deemed to have
been duly given when delivered by (i) hand; (ii) reliable overnight delivery
service; or (iii) facsimile transmission.
If to Purchaser, to: c/o Xxxxxxx X. XxXxxx, Esq.
Xxxxx & Xxx Xxxxxx
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Seller, to: x/x Xxxxxx Xxxx, Xxx.
0000 X. Xxxxx Xxxxxx Xxxx
PMB # 300-137
Xxxxxxxxx, XX 00000
6. Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
7. Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement signed by
Purchaser and Seller.
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8. Waiver of Compliance; Consents.
8.1 Any failure of any party to comply with any obligation,
covenant, agreement or condition herein may be waived by the party entitled to
the performance of such obligation, covenant or agreement or who has the benefit
of such condition, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, or agreement or condition will not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.
8.2 Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent will be given in a manner consistent
with the requirements for a waiver of compliance as set forth above.
9. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
10. Attorneys' Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal there from, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
11. Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall begin to run on the next day that
is not a Saturday, Sunday or legal holiday.
12. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED
BY A COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEVADA.
13. Arbitration. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed upon
by the parties, or if no single arbiter can be agreed upon, an arbiter or
arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbiter may be entered in any court having jurisdiction thereof.
14. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
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15. Confidentiality. The parties shall keep this Agreement and its terms
confidential, but any party may make such disclosures as it reasonably considers
are required by law or necessary to obtain financing. In the event that the
transactions contemplated by this Agreement are not consummated for any reason
whatsoever, the parties hereto agree not to disclose or use any confidential
information they may have concerning the affairs of other parties, except for
information which is required by law to be disclosed. Confidential information
includes, but is not limited to, financial records, surveys, reports, plans,
proposals, financial information, information relating to personnel contracts,
stock ownership, liabilities and litigation.
16. Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own costs
and expenses (including attorneys' fees).
17. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effecting during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid and unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in nature in its
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable.
IN WITNESS WHEREOF, the parties hereto have set their hands this ______
day of June, 2006.
Purchaser: Sellers:
______________________________ ______________________________
Xiao Jun Xxxxxx X. Xxxx, Esq.
(Representing the Seller)
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