SHARE EXCHANGE AGREEMENT
THIS
AGREEMENT made
as
of the 31st
day of
March, 2006
AMONG: JML
Holdings, Inc., (“JML”), a Nevada corporation
AND: ▇▇▇
▇▇▇▇▇
EXPRESS INTERNATIONAL LTD., (“▇▇▇ ▇▇▇▇▇”)
a
Hong
Kong corporation
AND: ▇▇▇
▇▇▇▇▇
Express Company Ltd., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Kan Pan Hung, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇
In
▇▇▇, ▇▇▇▇ ▇▇▇ Ping, (the “▇▇▇ ▇▇▇▇▇ Shareholders”)
(all
collectively referred to as “the Parties”)
WITNESSES
THAT WHEREAS:
| A. |
▇▇▇
▇▇▇▇▇ is engaged in the business of selling passenger tickets for
a number
of airlines and providing travel package services.
|
| B. |
The
▇▇▇ ▇▇▇▇▇ Shareholders are the owners, of record and beneficially,
of all
the issued and outstanding capital stock and ownership interests
of ▇▇▇
▇▇▇▇▇ (the “▇▇▇ ▇▇▇▇▇ Shares”).
|
| C. |
Subject
only to the limitations and exclusions contained in this Share Exchange
Agreement (the “Agreement”) and on the terms and conditions set forth
below, ▇▇▇ ▇▇▇▇▇ and the ▇▇▇ ▇▇▇▇▇ Shareholders desire to sell and
JML
desires to purchase all of the ▇▇▇ ▇▇▇▇▇ Shares, in exchange for
shares in
the common stock of JML.
|
NOW
THEREFORE, in consideration of the respective covenants, representations,
warranties and agreements contained in this Agreement, and intending to be
legally bound, the Parties agree as follows:
1.0 RECITALS
The
above recitals are incorporated into and shall form part of this
Agreement.
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2.0
|
DEFINITIONS
|
|
2.1
|
“Agreement”
means this Share Exchange Agreement and all of its attached exhibits
and
schedules; “hereof,” “hereto,” and “hereunder” and similar expressions
mean and refer to this Agreement and not to any particular Section
or
paragraph; “Section,” “paragraph” or “clause” means and refers to the
specified article, section, paragraph or clause of this
Agreement;
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Page
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2.2
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“Acquired
Assets” means all right title and interest of ▇▇▇ ▇▇▇▇▇ in and to the
properties, assets and rights of every nature, kind and description,
tangible and intangible (including goodwill), whether real, personal
or
mixed, whether accrued, contingent or otherwise and whether now existing
or hereinafter acquired primarily relating to or used or held for
use in
connection with the business of ▇▇▇ ▇▇▇▇▇;
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2.3
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“Assumed
Liabilities” means any and all liabilities, obligations and commitments
relating exclusively to the Business or the Acquired Assets;
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2.4
|
“▇▇▇
▇▇▇▇▇” has the meaning set forth in the preface above, and for the
purposes of the representations, warranties, covenants and agreements
herein, includes all subsidiaries;
|
2.5
“▇▇▇
▇▇▇▇▇ Shares” has the meaning set forth in the recitals above;
2.6
“▇▇▇
▇▇▇▇▇ Shareholders” has the meaning set forth in the preface above.
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2.7
|
“Business”
means the business of selling passenger tickets for a number of airlines
and providing travel package services and all other business presently
and
heretofore carried on by ▇▇▇ ▇▇▇▇▇, to be acquired by JML pursuant
to this
Agreement, consisting of the ▇▇▇ ▇▇▇▇▇ Shares, the Acquired Assets,
and
the Assumed Liabilities;
|
|
2.8
|
“Closing”
means the completion of the sale and purchase of the ▇▇▇ ▇▇▇▇▇ Shares
by
the transfer and delivery of documents of title and the payment of
the
purchase price as contemplated in this Agreement;
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|
2.9
|
“Closing
Date” means the 31st day of March, 2006, or such other date as the Parties
may agree as to the date upon which the Closing shall take place;
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2.10
|
“Closing
Time” means 4:00 p.m. Hong Kong time on the Closing Date or such other
time on the Closing Date as the Parties may
agree;
|
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2.11
|
“GAAP”
means generally accepted accounting principles, either in Hong Kong
or the
United States, as the context requires or as otherwise indicated,
consistently applied as in effect from time to
time;
|
2.12
“JML”
has
the meaning set forth in the preface above;
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2.13
|
“JML
Shares” means 16,500,000 common shares in the capital stock of JML to be
issued to the ▇▇▇ ▇▇▇▇▇ Shareholders in full payment and satisfaction
of
the Purchase Price. The distribution of the JML Shares shall be pursuant
to the distribution set forth on Schedule 1;
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2.14
“Purchase
Price” shall have the meaning set forth in Section 4.2 below;
2.15
“SEC”
means the United States Securities and Exchange Commission;
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2.16
|
“Securities
Act” means collectively the Securities Act of 1933, as amended, and the
rules and regulations promulgated
thereunder;
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3.0 SCHEDULES
AND EXHIBITS
3.1
The
following are the Schedules and Exhibits annexed hereto and incorporated by
reference and deemed to be part of this Agreement:
Schedule
1 - Distribution
of Shares of JML Holdings Corp. to ▇▇▇ ▇▇▇▇▇
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Shareholders
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Schedule
2 - Audited
Financial Statements of ▇▇▇ ▇▇▇▇▇ for the years ended
|
March
31, 2004 and 2005 and three months ended June 30, 2005,
|
|
and
Consolidated Financial Statements of JML and ▇▇▇
▇▇▇▇▇
|
Schedule
3 - Tenancy
Agreement of ▇▇▇ ▇▇▇▇▇
Schedule
4 - Merger
Agreement
4.0 SALE
AND PURCHASE
4.1 Share
Acquisition.
Subject
to and upon the terms and conditions set forth in this Agreement, on the Closing
Date, the ▇▇▇ ▇▇▇▇▇ Shareholders will sell to JML, and JML will purchase all
right, title and interest in and to all classes of shares of ▇▇▇ ▇▇▇▇▇ (the
“▇▇▇
▇▇▇▇▇ Shares”) then outstanding.
4.2 Purchase
Price.
The
purchase price payable by JML to the ▇▇▇ ▇▇▇▇▇ Shareholders for the ▇▇▇ ▇▇▇▇▇
Shares is $1,650,000.00 in U.S. currency (the “Purchase Price”) payable on the
Closing Date by the issuance of 16,500,000 common shares in the capital stock
of
JML (the “JML Shares”).
4.3 Registration
for Resale. Upon completion of the sale and transfer of the ▇▇▇ ▇▇▇▇▇ Shares
to
JML, JML shall also file a Form SB-2 or similar registration statement with
the
SEC covering the sale of up to 2,500,000 shares in the common stock of JML
held,
or to be held by current and future shareholders of JML.
4.4 Quotation
on OTCBB.
Immediately upon the effectiveness of a registration statement filed with the
SEC registering a class of securities of JML, JML will apply and take all
necessary steps to have trades in its shares cleared for quotation on the NASD
Over-the-Counter Bulletin Board.
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4.5 Financing.
Upon
quotation of the ▇▇▇ ▇▇▇▇▇ Shares on the NASD Over-the-Counter
Bulletin
Board, JML shall complete a registered public offering of a minimum of 1,000,000
shares and a maximum of 2,000,000 shares of its common stock (the “Public
Offering”) at an estimated price of USD $0.30 per share for gross proceeds of
between USD $300,000 and USD $600,000 before commissions.
Commissions
on the Public Offering will be 3.0% of the gross proceeds. JML will file a
Form
SB-2 or similar registration statement with the SEC in order to register the
Public Offering for sale to the public.
4.6 Closing.
The
Closing shall take place at the Closing Time at the offices of ▇▇▇ ▇▇▇▇▇, or
at
such
other time and place as may be agreed to by ▇▇▇ ▇▇▇▇▇ and JML.
5.0 REPRESENTATIONS
AND WARRANTIES OF EACH
SHAREHOLDER
5.1 Right
to Sell.
Each
▇▇▇ ▇▇▇▇▇ Shareholder, with respect to the ▇▇▇ ▇▇▇▇▇ Shares held by such
shareholder, represents and warrants that they are the sole registered and
beneficial owner of the ▇▇▇ ▇▇▇▇▇ Shares held by them, free and clear of all
liens, charges, pledges, security interests, demands, adverse claims, rights,
or
other encumbrances whatsoever, and no person, firm or corporation other than
JML
now or at Closing will have any right, option, agreement or arrangement capable
of becoming an agreement for the acquisition of any of the ▇▇▇ ▇▇▇▇▇ Shares
held
by them or any interest therein.
5.2 Due
Authorization.
Each
▇▇▇ ▇▇▇▇▇ Shareholder represents and warrants that such Shareholder is legally
competent to enter into this agreement, that each such Shareholder has all
necessary power, authority and capacity to enter into this Agreement and to
perform the obligations hereunder, that each such Shareholder is entering into
this Agreement free of duress or other non-disclosed inducement. Each ▇▇▇ ▇▇▇▇▇
Shareholder represents that they have either sought legal counsel for purposes
of review and advice concerning this Agreement or have intentionally waived
such
legal counsel.
5.3 Valid
and Binding Obligation.
This
Agreement when executed will constitute the legal, valid, and binding obligation
of each ▇▇▇ ▇▇▇▇▇ Shareholder hereunder, enforceable against each ▇▇▇ ▇▇▇▇▇
Shareholder in accordance with its terms.
5.4 Litigation
and Claims.
There
is no suit, action, litigation, investigation, or administrative, governmental,
arbitration or other proceeding, including without limitation appeals and
applications for review, in progress, or to the best knowledge and belief of
each ▇▇▇ ▇▇▇▇▇ Shareholder, pending or threatened against or relating to the
▇▇▇
▇▇▇▇▇ Shareholder, or affecting its respective properties or business, or
affecting the right of such Shareholder to enter into this Agreement or perform
Shareholder’s obligations hereunder.
5.5 Residency.
Each ▇▇▇
▇▇▇▇▇ Shareholder represents and warrants to JML that they are not a resident
of
the United States and will not be a resident of the United States at the Time
of
Closing, and that they were not in the United States at the time this Agreement
was signed by such shareholder.
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6.0 REPRESENTATIONS
AND WARRANTIES OF ▇▇▇
▇▇▇▇▇
6.1
Due
Authorization.
▇▇▇
▇▇▇▇▇ has all necessary corporate power, authority and capacity to enter into
this Agreement and the agreements and other instruments contemplated herein
and
to perform its respective obligations hereunder. The execution and delivery
of
this Agreement and the consummation of the transactions contemplated hereunder
have been, and on the Closing Date will have been, duly authorized by all
necessary company action on the part of ▇▇▇ ▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇ has all necessary
power, authority and capacity to enter into this Agreement and the agreements
and other instruments contemplated herein and the consummation of the
transactions contemplated hereunder. This Agreement when executed constitutes,
and on the Closing Date will constitute legal, valid and binding obligations
of
▇▇▇ ▇▇▇▇▇, enforceable against ▇▇▇ ▇▇▇▇▇ in accordance with its terms.
6.2
Organization
and Good Standing.
▇▇▇
▇▇▇▇▇ is a corporation, duly incorporated, duly organized, validly existing,
and
in good standing under the laws of Hong Kong, and has all necessary power,
authority and capacity to own or lease its property and assets (including,
without limitation, the Acquired Assets) and to carry on the Business as
presently conducted by it. Neither the nature of the Business nor the location
or character of the property owned or leased by ▇▇▇ ▇▇▇▇▇ requires ▇▇▇ ▇▇▇▇▇
to
be registered, recorded, licensed or otherwise qualified as a foreign
corporation or to be in good standing in any jurisdiction other than in Hong
Kong.
6.3 Financial
Statements.
▇▇▇
▇▇▇▇▇ represents and warrants to JML that the unaudited financial statements
of
▇▇▇ ▇▇▇▇▇ for the years ended March 31, 2004 and 2005 and for three months
ended
June 30, 2005 (the “Financial Statements”), attached hereto as Schedule
2,
have
been delivered to JML, and are prepared in accordance with GAAP and are true,
correct, and complete and such financial statements present fairly the financial
condition and the results of opera-tions, changes in equity, and cash flow
of
▇▇▇ ▇▇▇▇▇ as at the respective dates of and for the periods referred to in
such
financial statements, subject to adjustments that to the Best of ▇▇▇ ▇▇▇▇▇’▇
Knowledge are not material.
6.4
Assets.
▇▇▇
▇▇▇▇▇ has good title to all Acquired Assets free and clear of all Liens, except
liens for current taxes not yet due. Prior to Closing, and on request of JML,
▇▇▇ ▇▇▇▇▇ will provide any and all true and correct copies of instruments by
which ▇▇▇ ▇▇▇▇▇ holds property and inter-ests, all contracts, all insurance
policies, opinions, abstracts, and surveys in the possession of ▇▇▇ ▇▇▇▇▇ and
relating to such the ownership or contractual rights to the Acquired Assets.
6.5 No
Undisclosed Liabilities.
Except
to the extent reflected or reserved against in the Financial Statements
(including the notes thereto), or incurred subsequent to the date
thereof,
▇▇▇
▇▇▇▇▇
does not have any material outstanding indebtedness or any material liabilities
or obligations (whether accrued, determinable, absolute, contingent or
otherwise).
6.6 Taxes.
▇▇▇
▇▇▇▇▇ has filed or caused to be filed, on a timely basis since inception, all
federal, municipal or local tax returns that are or were required to be filed
by
or with respect to any of them, either separately or as a member of a group,
pursuant to applicable legal requirements. All tax returns filed by (including
any on a consolidated basis) ▇▇▇ ▇▇▇▇▇ are true, correct, and complete.
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6.7 Litigation
and Claims.
There
is no suit, action, litigation, labour grievance or complaint, investigation,
or
administrative, governmental, arbitration or other proceeding, in progress,
or
to the best knowledge and belief of ▇▇▇ ▇▇▇▇▇ pending or threatened against
or
relating to ▇▇▇ ▇▇▇▇▇, or affecting its respective properties or the Business,
or affecting the Acquired Assets, or affecting the right of JML to enter into
this Agreement or perform JML’s obligations hereunder.
6.8 Leases.
▇▇▇
▇▇▇▇▇ is not a party to or bound by any leases of real property or agreements
in
the nature of leases of real property, or agreements to enter into such leases,
other than those referred to in Schedule 3.
All
rental and other payments required to be paid by ▇▇▇ ▇▇▇▇▇ pursuant to such
leases or agreements have been duly paid and ▇▇▇ ▇▇▇▇▇ is not otherwise in
default in meeting their obligations under any such leases or agreements. No
consent of any parties to such leases, licenses or agreements (other than ▇▇▇
▇▇▇▇▇) is required by reason of the transactions contemplated
hereby.
6.9 Employees
and Employment Contracts.
There
are set forth in Schedule
4
the
names and titles of all the directors and officers of ▇▇▇ ▇▇▇▇▇, and of all
personnel employed or engaged in the Business, together with particulars of
the
material terms and conditions of employment or engagement of such persons,
including rates of remuneration, benefits and positions held.
6.10
No
Guarantees.
▇▇▇
▇▇▇▇▇ has not given or agreed to give, or are a party or bound by, any
indemnity, or any guarantee of indebtedness or other obligations of third
parties or any other commitment by which ▇▇▇ ▇▇▇▇▇ or the Business is or is
contingently responsible for such indebtedness or other
obligations.
7.0 REPRESENTATIONS
OF JML
7.1
Due
Authorization.
JML has
all necessary corporate power, authority and capacity to enter into this
Agreement and the agreements and other instruments contemplated herein and
to
perform its respective obligations hereunder. This Agreement when executed
constitutes, and on the Closing Date will constitute legal, valid and binding
obligations of JML, enforceable against JML in accordance with its terms.
7.2
Organization
and Good Standing.
JML is
a corporation, duly incorporated in September of 2005, duly organized, validly
existing, and in good standing under the laws of Nevada. JML will deliver to
▇▇▇
▇▇▇▇▇ on request, prior to Closing, copies of its Organizational Documents
as
currently in effect.
7.3 Assets
and Liabilities.
JML
represents and warrants to ▇▇▇ ▇▇▇▇▇ that JML is in the business of seeking
an
acquisition target and completing an acquisition thereof and as such has no
assets or liabilities that would materially affect the business of ▇▇▇ ▇▇▇▇▇
upon closing of the transactions contemplated hereby.
7.4
Share
Issuances.
As at
the date of this Agreement the issued and outstanding share capital of JML
consists of 5,000,000 shares of common stock issued at USD $0.01 per share.
These shares are subject to restrictions on resale pursuant to U.S. Federal
securities laws and may only be resold in accordance with such laws, including
pursuant to an effective registration statement. These shares are subject to
restrictions on resale pursuant to U.S. Federal securities laws. The proceeds
to
JML from the sale of these shares will be applied towards the expenses incurred
or to be incurred in connection with the transactions contemplated in this
Agreement.
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7.5 Litigation
and Claims.
There
is no suit, action, litigation, labour grievance or complaint, investigation,
or
administrative, governmental, arbitration or other proceeding in progress,
pending or threatened against or relating to JML.
7.6 Full
Disclosure.
No
representation or warranty of JML in this Agreement contains any untrue
statement or omits to state a material fact.
7.7 Officers,
Directors and Employees.
JML has
one officer and director, namely ▇▇▇▇▇ Polos, and has no employees.
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8.0
|
CONDITIONS
PRECEDENT TO THE PERFORMANCE BY JML AND ▇▇▇ ▇▇▇▇▇ OF THEIR OBLIGATIONS
UNDER THIS AGREEMENT
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8.1 JML’s
Conditions.
The
obligation of JML to complete the purchase of the ▇▇▇ ▇▇▇▇▇ Shares hereunder
shall be subject to the satisfaction of, or compliance with, at or before the
Closing Time, each of the following conditions precedent (each of which is
hereby acknowledged to be inserted for the exclusive benefit of JML and may
be
waived by JML in whole or in part):
(a)
Due
Diligence Review.
The
completion by JML of, to its satisfaction acting reasonably, a due diligence
review of the affairs and business of ▇▇▇ ▇▇▇▇▇, such review to concluded on
or
before December 31, 2005, and all matters arising therefrom having been resolved
prior to the Closing Time.
(b) Truth
and Accuracy of Representations of ▇▇▇ ▇▇▇▇▇ at Closing Time.
All of
the representations and warranties of ▇▇▇ ▇▇▇▇▇ and the ▇▇▇ ▇▇▇▇▇ Shareholders
made in or pursuant to this Agreement shall be true and correct in all material
respects as at the Closing Time and with the same effect as if made at and
as of
the Closing Time (except as such representations and warranties may be affected
by the occurrence of events or transactions expressly contemplated and permitted
hereby).
(c) Performance
of Obligations.
▇▇▇
▇▇▇▇▇ shall have complied with and performed in all respects its obligations,
covenants and agreements herein.
(d)
Approvals.
▇▇▇
▇▇▇▇▇’▇ Board of Directors, by proper and sufficient vote respectively, shall
have approved this Agreement and the transactions contemplated
hereby.
8.2 ▇▇▇
▇▇▇▇▇’▇ Conditions.
The
obligation of ▇▇▇ ▇▇▇▇▇ to complete the sale of the Acquired Assets hereunder
shall be subject to the satisfaction of, or compliance with, at or before the
Closing Time, each of the following conditions precedent (each of which is
hereby acknowledged to be inserted for the exclusive benefit of ▇▇▇ ▇▇▇▇▇ and
may be waived by ▇▇▇ ▇▇▇▇▇ in whole or in part):
(a) Truth
and Accuracy of Representations of JML at Closing Time.
All of
the representations and warranties of JML made in this Agreement shall be true
and correct in all material respects as at the Closing Time and with the same
effect as if made at and as of the Closing Time (except as such representations
and warranties may be affected by the occurrence of events or transactions
expressly contemplated and permitted hereby).
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9.0 COVENANTS
OF JML AND ▇▇▇ ▇▇▇▇▇
9.1 Covenants
of ▇▇▇ ▇▇▇▇▇.
▇▇▇
▇▇▇▇▇ covenants and agrees to do the following:
(a) Conduct
Business in Ordinary Course.
Except
as otherwise contemplated or permitted by this Agreement, the Shareholders
shall
cause ▇▇▇ ▇▇▇▇▇ during the period from the date of this Agreement to the Closing
Time, to conduct the Business in the ordinary and usual course thereto and
not,
without the prior written consent of JML, to enter into any transaction or
do
any thing which, if effected before the date of this Agreement, would constitute
or would cause a material breach of the covenants, representations and
warranties contained herein. On Closing, ▇▇▇ ▇▇▇▇▇ shall provide JML with
updated financial statements, which can be management prepared, which shall
comprehensively reflect all material changes and the financial position of
▇▇▇
▇▇▇▇▇ from December 31, 2002 up to the date of this Agreement.
(b) Financial
Statements.
▇▇▇
▇▇▇▇▇ will provide JML with audited financial statements prepared in accordance
with U.S. GAAP and SEC filing requirements for a Form SB-2 registration
statement on or before December 31, 2005 (Subject to change).
(c) Correctness
of Representations and Warranties.
The ▇▇▇
▇▇▇▇▇ Shareholders and ▇▇▇ ▇▇▇▇▇ shall cause each of the covenants,
representations and warranties of ▇▇▇ ▇▇▇▇▇ contained herein, including, without
limitation, Section 6.0, to remain true and correct until and at each of the
Closing Date and the Closing Time.
(d) No
Encumbrances.
Each
▇▇▇ ▇▇▇▇▇ Shareholder shall deliver to JML all right, title and interest in
the
▇▇▇ ▇▇▇▇▇ Shares, free and clear of all mortgages, liens, charges, security
interests, adverse claims, pledges, demands, rights and other encumbrances
of
any nature or kind.
(e) Board
Approval.
▇▇▇
▇▇▇▇▇ shall obtain the adoption and approval of this Agreement and the
transactions contemplated thereby from its Board of Directors or as otherwise
required by British Columbia Law.
9.2 Covenants
of JML.
JML
covenants and agrees that JML shall do the following:
(a) Correctness
of Representations and Warranties.
JML
shall cause each of the covenants, representations and warranties of JML
contained herein to remain true and correct until and at each of the Closing
Date and the Closing Time.
(b) Board
Approval.
JML
shall obtain the ratification, adoption and approval of this Agreement and
the
stock issuances and transactions contemplated thereby from its Board of
Directors or as otherwise required by Nevada Law.
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10. CLOSING
10.1 Date
and Location of Closing.
The
Closing of the transactions contemplated in this Agreement shall occur no later
than 4:00p.m. time on March 31, 2006, at the offices of ▇▇▇ ▇▇▇▇▇, or such
other
date and location agreed to by ▇▇▇ ▇▇▇▇▇ and JML.
10.2 Closing
Deliveries of ▇▇▇ ▇▇▇▇▇.
At the
Time of Closing, ▇▇▇ ▇▇▇▇▇ and the ▇▇▇ ▇▇▇▇▇ Shareholders, shall deliver the
JML:
| (a) |
share
certificates representing the ▇▇▇ ▇▇▇▇▇ Shares duly endorsed for
transfer
to JML;
|
| (b) |
certified
copies of resolutions of the directors of ▇▇▇ ▇▇▇▇▇ authorizing and
approving the transfer of the ▇▇▇ ▇▇▇▇▇ Shares, registration of the
▇▇▇
▇▇▇▇▇ Shares in the name of JML, the issuance of a new share certificate
in the name of JML representing the ▇▇▇ ▇▇▇▇▇ Shares, and entry of
the
name and address of JML into the register of members of the Company;
|
| (c) |
Certified
copies of resolutions of the directors of ▇▇▇ ▇▇▇▇▇ as are to be
passed to
authorize the execution, delivery and implementation of this Agreement
and
all related transactions and
documents;
|
| (d) |
Consents
to act as a directors and officers of JML of 2 or more directors
and
officers nominated by ▇▇▇ ▇▇▇▇▇.
|
10.3 Closing
Deliveries of JML.
At the
Time of Closing, JML shall deliver to ▇▇▇ ▇▇▇▇▇ the following:
| (a) |
share
certificates representing the JML Shares in the names of the ▇▇▇
▇▇▇▇▇
Shareholders in the amounts disclosed in Schedule
2.15;
|
| (b) |
certified
copies of resolutions of the director(s) of JML authorizing and approving
the issuance of the JML Shares, registration of the ▇▇▇ ▇▇▇▇▇ Shareholders
on the register of members of JML, and the issuance of the new share
certificates representing such JML Shares;
|
| (c) |
all
corporate records and books of account of JML, including without
limitation, the minute books;
|
| (d) |
certified
copies of such resolutions of the director(s) of JML as are to be
passed
to authorize the execution, delivery and implementation of this Agreement
and of all related transactions and documents;
|
| (e) |
certified
copies of resolutions of the director(s) of JML appointing the nominees
of
▇▇▇ ▇▇▇▇▇ as officers and directors effective upon Closing;
and
|
| (f) |
the
signed resignations of each director and officer of JML.
|
Page
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11.0 ADDITIONAL
TERMS
11.1 Survival
of Representations, Warranties and Covenants of ▇▇▇ ▇▇▇▇▇.
The
representations, warranties and covenants of ▇▇▇ ▇▇▇▇▇ contained in this
Agreement or in any agreement, certificate or any other document delivered
or
given pursuant to this Agreement shall survive the completion of the
transactions contemplated by this Agreement and, notwithstanding such completion
or any investigation made by or on behalf of JML, shall continue in full force
and effect for the benefit of JML for a period of 1 year from the Closing
Date.
11.2 Survival
of Representations, Warranties and Covenants of JML.
The
covenants, representations, and warranties of JML contained in this Agreement
or
in any agreement, certificate or any other document delivered or given pursuant
to this Agreement shall survive the completion of the transactions contemplated
by this Agreement and, notwithstanding such completion or any investigation
made
by or on behalf of ▇▇▇ ▇▇▇▇▇, shall continue in full force and effect for the
benefit of ▇▇▇ ▇▇▇▇▇ for a period of 1 year from the Closing Date.
11.3 Enurement
and Assignment.
This
Agreement shall be binding upon and enure to the benefit of the Parties named
herein and their respective successors and permitted assigns. No Party may
assign either this Agreement or any of its rights, interests, or obligations
contained in this Agreement without the prior approval of the other
Parties.
11.4
Whole
Agreement.
This
Agreement constitutes and contains the entire agreement of the Parties, and
supersedes any and all prior negotiations, correspondence, understandings,
letters of intent and agreements between the Parties.
11.5
Notice.
Any
notice, request, demand, claim, instruction, or other document to be given
to
any party pursuant to this Agreement shall be in writing delivered personally
or
sent by mail, registered or certified, postage fully prepaid, as
follows:
If
to ▇▇▇
▇▇▇▇▇, to the following address:
▇▇▇
▇▇▇▇▇
International Express Ltd.
▇▇▇▇
▇
& ▇ ▇/▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ Tsim Sha Tsui
Kowloon,
Hong Kong.
Attn:
▇▇▇▇▇ ▇▇▇
If
to
JML, to the following address,
JML
Holdings, Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇▇
If
to
Shareholders, to the following address,
The
Shareholders of ▇▇▇ ▇▇▇▇▇
c/o
▇▇▇
▇▇▇▇▇ International Express Ltd
at
the
address above.
Attn:
Happy Pang
Page
- 10
Any
party
may give any notice, request, demand, claim, instruction, or other document
under this section using any other means (including expedited courier,
facsimile, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, instruction, or other document shall be deemed to have been
duly
given unless and until it actually is received by the individual for whom it
is
intended. Any party may change its address for purposes of this section by
giving notice of the change of address to the other party in the manner provided
in this section.
11.6 Validity.
Any term
or provision of this Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of
the
offending term or provision in any other situation or in any other
jurisdiction.
11.7 Time
of Essence.
With
regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.
11.8 Signatures.
This
Agreement may be executed in any number of counterparts, and delivered by
facsimile, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument, and in making proof hereof it
shall not be necessary to produce or account for more than one such counterpart.
11.9 Applicable
Law.
This
Agreement shall be construed in accordance with its terms and the laws of the
United States.
11.10 Exhibits
and Schedules.
The
exhibits and schedules identified in this Agreement are incorporated herein
by
reference and made a part hereof.
11.11 Currency.
Unless
otherwise noted, all dollar amounts herein are in United States
currency.
Page
- 11
12.0 SIGNATURES
IN
WITNESS WHEREOF, this Agreement has been signed by each of the Parties effective
the date noted above:
JML
HOLDINGS, INC.
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
Authorized
Signatory
▇▇▇
▇▇▇▇▇ International Express Ltd.
/s/
▇▇▇▇▇ ▇▇▇▇
Authorized
Signatory
The
Shareholders of ▇▇▇ ▇▇▇▇▇ International Express Ltd.
/s/
▇▇▇▇▇ ▇▇▇▇ /s/
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇▇
Express Company Ltd ▇▇▇▇
▇▇▇
▇▇▇▇▇
/s/
Kan Pan Hung /s/
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
Kan
Pan
▇▇▇▇ ▇▇▇▇
Lin
▇▇▇▇ ▇▇▇▇
/s/
▇▇▇ In Wai /s/
▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇
In
▇▇▇ ▇▇▇▇
Hoi
Ping
Page
- 12