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STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

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TIA I, INC

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Title: STOCK PURCHASE AGREEMENT
Governing Law: New York     Date: 12/9/2008

STOCK PURCHASE AGREEMENT, Parties: tia i  inc
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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.

 

2.            CONSIDERATION.

 

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.            CLOSING.

 

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.

 

 

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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.

 

 

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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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