STOCK PURCHASE
AGREEMENT
THIS AGREEMENT made as of this 8th
day of December, 2008, by and among Mary
Passalaqua of 106 Glenwood Drive S., Liverpool, NY 13090
("Seller"), Xiqun Yu of 58 Heng Shan Road, Kun Lun Shopping Mall,
Harbin, the People’s Republic of China
150090 (“Buyer”) and Tia I, Inc., a Delaware
corporation with a principal address of 7325 Oswego Road,
Liverpool, NY 13090 (the “Company”) (Buyer, Seller and
Company each a “Party” and collectively the
“Parties”.)
W I T N E S S E T
H:
WHEREAS, Seller is the owner of One Million
(1,000,000) shares of common stock, par value $0.0001, of Tia I,
Inc. (the “Shares”); and
WHEREAS, Buyer desires to purchase from Seller
and Seller desires to sell to Buyer the Shares upon the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual
covenants and promises herein contained and upon the terms and
conditions hereinafter set forth, the parties hereto, intending to
be legally bound, agree as follows:
1.
PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein
contained, at the Closing (as hereinafter defined), Seller agrees
to sell, issue, transfer and deliver the Shares to Buyer and Buyer
agrees to purchase the Shares from Seller, free and clear of all
liens, claims, pledges, mortgages, restrictions, obligations,
security interests and encumbrances of any kind, nature and
description.
Purchase Price. The purchase price for the Shares
(the "Purchase Price") shall be Buyer's payment of Twenty Five
Thousand Dollars ($25,000) to Seller.
3.1
Time and Place of Closing. The closing of the
transactions contemplated by this Agreement (the "Closing") is
taking place simultaneously with the execution of this Agreement,
at a location to be mutually agreed by the parties, at the date
first set forth above (hereinafter the "Closing Date").
3.2
Delivery by Seller. Seller shall deliver to
Buyer, (i) stock certificate(s) representing the Shares and
executed stock power(s) or other documents satisfactory to Buyer
permitting transfer to Buyer of the Shares, (ii) a fully executed
copy of this Agreement and (iii) a letter of resignation from
Seller as director and officer of the
Company. Additionally, Seller shall also cause the Board
of Directors of Tia I, Inc. to execute a resolution approving the
execution and consummation of this Agreement, appointment of Mr.
Xiqun Yu to the Board of Directors and as the Company’s new
Chief Executive Officer, Chief Financial Officer and Secretary and
accepting the aforesaid resignation of Seller as officer and
director of the Company with effect from the date of Closing.
Seller shall also deliver to Buyer, to the extent reasonable
available to Seller, original and/or true and correct copies of all
of the Company’s business, financial and corporate records
including but not limited to: correspondence files, bank
statements, checkbooks, minutes of shareholder and directors
meetings, financial statements, shareholder listings, stock
transfer records, agreements and contracts.
3.3
Delivery by Buyer. Upon receipt of the Shares
and documents in Section 3.2 above, Buyer shall wire Seller the sum
of Twenty Five Thousand Dollars ($25,000) to Seller’s
designated bank account and/or shall pay or cause the payment of
the Purchase Price in such other manner to be agreed upon by Buyer
and Seller and deliver to Seller a fully executed copy of this
Agreement.
4.
REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby represents and warrants to Buyer as
follows:
4.1
Organization . The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the state
of Delaware, and is qualified in no other state.
4.2
No Violation . Neither the execution and delivery of this
Agreement by Seller, nor the consummation by Seller of the
transactions contemplated hereby will: (i) violate any
constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge or other restriction of any
government, governmental agency, court, administrative panel or
other tribunal to which Seller is subject, (ii) conflict
with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate,
terminate, modify or cancel, or require any notice under any
agreement, contract, lease, license, instrument or other
arrangement to which Seller is a party or by which she is bound, or
to which any of her assets is subject; or (iii) result in or
require the creation or imposition of any encumbrance of any nature
upon or with respect to any of Seller’s assets, including
without limitation the Shares.
4.3
Enforceability . This Agreement and any other agreement
executed by Seller in connection herewith have been duly executed
and delivered by it and constitute the valid, binding and
enforceable obligation of Seller, subject to the applicable
bankruptcy, insolvency and similar laws affecting creditors’
rights generally and rights of stockholders.
4.4
Authorized Capital . The authorized capital stock of the
Company consists of Two Hundred and Fifty Million (250,000,000)
shares of common stock, par value $0.0001 per share (“Common
Stock”) and Ten Million shares of preferred stock, par value
$0.0001 per share (“Preferred Stock), One Million (1,000,000)
shares of Common Stock are validly issued and outstanding, fully
paid and non-assessable. The Shares have been validly
issued, are fully paid and non-assessable, and are owned
beneficially and of record by Seller free and clear of all free and
clear of all liens, claims, charges, encumbrances, pledges,
mortgages, security interests, options, rights to acquire, proxies,
voting trusts or similar agreements, restrictions on transfer or
adverse claims of any nature whatsoever, except any restrictions
under applicable federal and state securities laws, and Seller has
not previously entered into any agreement or commitment for the
sale of all or part of the Shares or otherwise conveyed or
encumbered Seller’s interest (voting or otherwise) with
respect to the Shares. The Seller has the unqualified
right to sell, assign, and deliver the Shares, and, upon
consummation of the transactions contemplated by this Agreement,
the Buyer will acquire good, marketable and valid title to the
Shares, free and clear of all liens, claims, charges, encumbrances,
pledges, mortgages, security interests, options, rights to acquire,
proxies, voting trusts or similar agreements, restrictions on
transfer or adverse claims of any nature whatsoever.
4.5
No Default . Seller is not, and is not alleged to be, in
violation of, or (with or without notice or lapse of time or both)
in default under, or in breach of, any term or provision of any
indenture, loan or credit agreement, note, deed of trust, mortgage,
security agreement or other material agreement, lease, license or
other instrument, commitment, obligation or arrangement to which
Seller is a party or by which Seller’s properties, assets or
rights are bound or affected. No other party to any material
contract, agreement, lease, license, commitment, instrument or
other obligation to which Seller is a party is (with or without
notice or lapse of time or both) in default thereunder or in breach
of any term thereof. Seller is not subject to any obligation
or restriction of any kind or character, nor are there any event or
circumstance relating to Seller that would prevent or make
burdensome Seller’s performance of or compliance with all or
any part of this Agreement or the consummation of the transactions
contemplated hereby or thereby.
4.6
Seller Power; Authority . Seller has full power and
authority to sell and transfer the Shares to Buyer without
obtaining the waiver, consent, order or approval of (i) any state
or federal governmental authority or (ii) any third party or other
person including, but not limited to, other stockholders of the
Company.
4.7
Company Power; Authority . The Company has the corporate
power, authority and capacity to carry on its business as presently
conducted, except where the failure to do so would not result in a
material adverse effect upon the Company.
4.8
Delivery of Certificate of Incorporation and By-laws . The
Seller has heretofore delivered to the Buyer true and complete
copies of the Company’s Certificate of Incorporation, as
amended and By laws, each as currently in effect.
4.9
Non-Violation of Certificate of Incorporation and By-laws .
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
the Certificate of Incorporation or By-laws of the Company, or of
any contract, commitment, indenture, other agreement or restriction
of any kind or character to which the Company or the Seller is a
party to or by which the Company or the Seller is bound.
4.10
Nature of Certificate(s) . The certificate(s) representing
the Shares delivered pursuant to this Agreement are subject to
certain trading restrictions imposed by the Securities Act of 1933,
as amended (“Securities Act”) and applicable state
securities or “blue sky” laws.
4.11
No Liabilities . The Company has no outstanding liabilities
or obligations to any party except as reflected on the its Form
10-Q for the quarter ended June 30, 2008, other than charges since
such date occurred in the ordinary course of business, all of which
will be discharged prior to or at the Closing so that, at the
Closing, the Company will have no direct, contingent or other
obligations of any kind or any commitment or contractual
obligations of any kind and description.
4.12
No Pre-emptive Rights . At Closing, no person has any
pre-emptive rights or any other rights to acquire any Shares that
have not been waived or exercised.
4.13
No Litigation . There is no action, suit, proceeding or
investigation (“Action”) pending or, to the best
knowledge of Seller, currently threatened against Seller that may
affect the validity of this Agreement or the right of Seller to
enter into this Agreement or to consummate the transactions
contemplated hereby or thereby. There is no Action pending
or, to the best knowledge of Seller, currently threatened against
Seller before any court or by or before any governmental body or
any arbitration board or tribunal, nor is there any judgment,
decree, injunction or order of any court, governmental department,
commission, agency, instrumentality or arbitrator against Seller.
Seller is a party or subject to the provisions of any order,
writ, injunction, judgment or decree of any court or government
agency or instrumentality. There is no Action by Seller
relating to Seller currently pending or which Seller intends to
initiate.
4.14
Accuracy of Representations and Warranties. None
of the representations and warranties made by Seller contained in
this Agreement, nor in any statement, document, certificate,
schedule, list, memorandum or other writing (collectively,
"Statements") furnished or to be furnished by Seller pursuant
hereto, or in connection with the transactions contemplated hereby,
is or will be incorrect or incomplete, or contains or will contain
any untrue statement of fact, and none of such representations,
warranties and Statements omits or will omit
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