TIMESHARE HOLDINGS, INC
TIMESHARE
HOLDINGS, INC
July
20,
2007
Timeshare
Holdings, Inc and XxxxXxxxxXxxxx.xxx,
Inc:
Reference
is made to the Agreement and Plan of Reorganization, dated March 9, 2007 (the
"Agreement"),
between Timeshare Holdings, Inc. ("T Holdings")
and
Xxxxxxxxxxxxxx.xxx,
("TIMESHARE")
whereby TIMESHARE became a wholly owned subsidiary of T HOLDINGS. Pursuant
to
the
Agreement 100% of the outstanding shares of common stool. of TIMESHARE
(1,182.680 shares) were
acquired by T HOLDINGS in exchange for 100% of the ou standing shares of common
stock of TIMESHARE
(29,991,000 shares).
Pursuant
to Article 2 of
the
Agreement:
"Within
30 days of Closing, T Holdings agreed to file with the U.S. Securities
and
Exchange
Commission and use its best efforts to make effective, a Registration Statement
on
Form
SB-2 or other appropriate form ("Registration Statement") to register for resale
certain
number of shares as agreed upon by all parties prior to Closing... Should the
Registration
Statement not
be
declared effective by November 1, 2007, the Agreement would
be
rescinded and all shares of T HOLLANGS issued to TIMESHARE Shareholders
would
be
returned to T HOLDINGS and cancelled ind the shares of TIMESHARE held by T
HODUNGS would be returned to the TIMES;-TARE Shareholders. Also, the directors
and officers appointed at Closing shall res gn."
It
is
hereby agreed
that the
November 1, 2007 deadline fa • the effectiveness of the Registration
Statement
shall be changed to January 1, 2008, and all penalties that may be due as result
of the Registration
Statement not being declared effective prior to November 1,
2007
are
hereby
null and void.
All
other
terms
and
conditions of the Agreement shall mail i in full
force
and
effect.
[SIGNATURE
PAGE FOLLOWS]
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| Date: July 23, 2007 | By: | /s/ Xxxx Xxxxxxxx |
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Xxxx Xxxxxxxx |
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| Chief Executive Officer | ||
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AGREED
AND ACKNOWLEDGED:
XXXXXXXXXXXXXX.XXX
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| /s/ Xxxx Xxxxxxxx | |||
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Xxxx Xxxxxxxx |
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President
Date: July 23, 2007
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2350
5.
Xxxxx Xxxx, Xxx. 000 • Xxx Xxxxx, XX $9146 • 702-21; l-5830 • 000-000-0000
Fax
