SHARE PURCHASE AGREEMENT


 


This Agreement made as
of the 18th day of January, 2013 (“Agreement”), by and between Jeffrey DeNunzio, with an address at 780 Reservoir Avenue, #123, Cranston, R.I.  02910 ("Seller"), and Hajime
Abe, with an address at C/O Toa Shoko, 1-1-9-716, Nishiawaji, Higashiyodogawa-ku, Osaka 533-0031, Japan ("Purchaser").


 


W I T N E S S E T H:


 


WHEREAS, Seller
is the record owner and holder of 20,000,000 Common Shares, par value $.0001 par value (the “Shares”), of GOLD BULLION
ACQUISITION, INC., a Delaware corporation ("Corporation”), which Corporation has 20,000,000 shares of common stock,
issued and outstanding as of the date of this Agreement.


 


WHEREAS, Purchaser
desires to purchase 20,000,000 of the Shares from Seller, which constitutes 100% of the Corporation’s issued
and outstanding shares as of the date of this Agreement and Seller desires to sell such Shares upon the terms and conditions hereinafter
set forth;


 


NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, and in order to consummate
the purchase and sale of the Corporation’s Shares, it is hereby agreed, as follows:


 


1. PURCHASE AND SALE
OF SHARES. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller
agrees to sell to Purchaser at the Closing, 20,000,000 of Seller’s Shares for a total price of thirty-four thousand nine
hundred U.S. dollars and no cents (USD $34,900.00) (the “Purchase Price”).


 


2. GOOD FAITH DEPOSIT.
At or before the signing of this Agreement, Purchaser agrees to wire transfer to an
account to be designated by Seller, the sum of five thousand U.S. dollars and no cents (USD $5,000.00) as an initial deposit to
Seller. At the Closing, as defined below, Purchaser will pay the balance of the Purchase Price, twenty nine thousand nine
hundred U.S. dollars and no cents (USD $29,900.00) to Seller by wire transfer.


 


3. CLOSING. The
purchase and sale of the Shares shall take place on or before January 22, 2013; at such time and place as the Purchaser and
Seller mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At Closing,
Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, the balance of the Purchase
Price in the amount of twenty-nine thousand nine hundred U.S. dollars and no cents (USD $29,900.00), and Seller will immediately
deliver the following to Purchaser: (A) the certificates representing the Shares transferred hereunder, duly endorsed for transfer
to the Purchaser or accompanied by appropriate stock powers, (B) the original of the Certificate of Incorporation and bylaws, (C)
all corporate books and records (including all accounting records and SEC filings to date); and (D) written resignations of incumbent
directors and officers of the Corporation. It is agreed upon closing that Seller will change the name of the Corporation from Gold
Bullion Acquisition, Inc. to TOA Holdings, Inc. with the Delaware Secretary of State.


 


 


3. 1 Post closing duties by Seller. Seller
agrees to perform following duties for Purchaser after the Closing:


a. Super 8-K filing


b. Schedule 14F and Schedule 13D.


c.
10Q for first quarter ending December 30, 2012 and due on or before February 13, 2012.


 


3.2 Post closing assistance by Seller. Seller
agrees to perform following assistance for Purchaser after the Closing:


a. Appointment of market maker


b. Appointment of transfer agent


c. Getting of CUSIP Number 


d. Appointment of securities attorney


e. Form-10, S-1 or other SEC filing



f. Form-211 filing to FINRA 


 


 


 4. REPRESENTATIONS
AND WARRANTIES OF SELLER. Seller, as sole director and officer of Corporation, hereby represents and warrants to Purchaser
that:


 


(i)
Corporation is a corporation duly organized and validly existing and in good standing under
the laws of the State of Delaware and has the corporate power and authority to carry on the business it is now being conducted.
Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory
authority to undertake any actions herein;


(ii)
Corporation has filed with the United States Securities and Exchange Commission (‘SEC”)
a registration statement on Form 10-12G, as amended.


(iii)
Corporation has timely filed and is current on all reports required to be filed
by it pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934.


(iv)
Corporation is newly formed with no financial information available other than the financial
information included in its SEC filings; 


(v)
There are no legal actions, suits, arbitrations, or other administrative, legal or governmental
proceedings threatened or pending against the Corporation and/or Seller or against the Seller or other employee, officer, director
or stockholder of Corporation. Additionally, Seller is not aware of any facts which may/might result in or form a basis of such
action, suit, arbitration or other proceeding on any basis whatsoever; 


(vi) The Corporation
has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business
in any manner;


(vii)
The Corporation and/or Seller does not have in effect nor has any present intention to put
into effect any employment agreements, deferred compensation, pension retirement agreements or arrangements, options arrangements,
bonus, stock purchase agreements, incentive or profit–sharing plans; 


(viii)
No person or firm has, or will have, any right, interest or valid claim against the Corporation
for any commission, fee or other compensation in connection with the sale of the Shares herein as a finder or broker or in any
similar capacity as a result of any act or omission by the Corporation and/or Seller or anyone acting on behalf of the Corporation
and/or Seller;


(ix)
The business and operation of the Corporation has and will be conducted in accordance with
all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of this Agreement (A) violates
the Corporation’s by-laws, Certificate of Incorporation, Shareholder Agreements or any existing resolutions; and, (B) will
cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act (“Act”) or other
applicable state securities laws; 


(x)
Corporation has not conducted any business and/or entered into any agreements with third-parties;



(xi)
This Agreement has been duly executed and delivered by Seller constitutes a valid and binding
instrument, enforceable in accordance with its terms and does not conflict with or result in a breach of or in violation of the
terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Corporation and/or
Seller a party or by which they are bound; 


(xii)
Seller is the legal and beneficial owner of the Shares and has good and marketable title thereto,
free and clear of any liens, claims, rights and encumbrances;


(xiii)
Seller warrants that the Corporation being transferred shall be transferred with no liabilities
and little or no assets, and shall defend and hold Purchaser and the Corporation harmless against any action by any third party
against either of them arising out of, or as a consequence of, any act or omission of Seller or the Corporation prior to, or during
the closing contemplated by this contract of sale; and


(xiv)
Seller will cause all current officers and directors of the Corporation to resign at the Closing.


  


5. REPRESENTATIONS AND
WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller that:


 


(i)
Purchaser has the power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered
by Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms;


(ii)
The execution, delivery and performance of this Agreement is in compliance with and does not
conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease
or other instrument or indenture to which Purchaser is a party or by which Purchaser is bound;


(iii)
At no time was Purchaser presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertising; and,


(iv)
Purchaser is purchasing the Shares solely for his own account for the purpose of investment
and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable
securities law.


(v)
The Purchaser is an "accredited investor" as defined under Rule 501 under the Securities
Act.


(vi)
Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore
subject to Rule 144 resale requirements. 


 


6. NOTICES. Notice
shall be given by email at the most recent address last received by Seller from Buyer or by Buyer from Seller. Notice
may also be given by certified mail, return receipt requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as provided hereunder, shall be sent to the address as set
forth herein:


 


Seller:


 


Jeffrey DeNunzio, President
and Director


Gold Bullion Acquisition,
Inc.


780 Reservoir Avenue, #123


Cranston, R.I. 02910


FAX: (401) 633-7300


Email: jeff@yourpublicshellnetwork.com


 


Purchaser:


 


Hajime Abe


C/O Toa Shoko, 1-1-9-716,
Nishiawaji


Higashiyodogawa-ku, Osaka
533-0031, Japan


 


 


7. GOVERNING LAW.
This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware. The parties herein waive
trial by jury. In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree
that the prevailing party is entitled to reimbursement for the non-prevailing party of reasonable attorney’s fee, costs,
expenses, in addition to any other relief to which the prevailing party may be entitled.


 


8. CONDITIONS TO CLOSING.
The Closing is conditioned upon the fulfillment by the Seller of the satisfaction of the representations and warranties made herein
being true and correct in all material respects as of the date of Closing.


 


9. SEVERABILITY.
In the event that any term, covenant, condition, or other provision contained herein is held to be invalid, void or otherwise unenforceable
by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or Agreement shall in no
way affect any other term, covenant, condition or provision or Agreement contained herein, which shall remain in full force and
effect.


 


10. ENTIRE AGREEMENT.
This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof. This Agreement has
been entered into after full investigation.


 


11. INVALIDITY.
If any paragraph of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent
jurisdiction, such provision shall be ineffective but shall not in any way invalidate or effect any other clause, Paragraph, section
or part of this Agreement.


 


12. GENDER AND NUMBER;
SECTION HEADINGS. Words importing a particular gender mean and include the other gender and words importing a singular number
mean and include the plural number and vice versa, unless the context clearly indicated to the contrary. The section and other
headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this
Agreement.


 


13. AMENDMENTS.
No amendments or additions to this Agreement shall be binding unless in writing, signed by both parties, except as herein otherwise
provided.


 


14. ASSIGNMENT.
Neither party may assign this Agreement without the express written consent of the other party. Any agreed assignment by the Seller
shall be effectuated by all the necessary corporate authorizations and governmental and/or regulatory filings.


 


15. CLOSING DOCUMENTS.
Seller and Purchaser agree, at any time, to execute, and acknowledge where appropriate, and to deliver any and all documents/instruments,
and take such further action, which may necessary to carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.


 


16. EXCLUSIVE AGREEMENT;
AMENDMENT. This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter
with respect thereto and cannot be changed or terminated orally.


 


17. FACSIMILE SIGNATURES.
Execution of this Agreement and delivery of signed copies thereof by facsimile signatures from the parties hereto or their agents
is acceptable to the parties who waive any objections or defenses based upon lack of an original signature.


 


18. PUBLICITY. Except
as otherwise required by law, none of the parties hereto shall issue any press release or make any other public statement, in each
case relating to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior
approval of the other to the contents and the manner of presentation and publication thereof.


 


 


 


 


 


IN WITNESS WHEREOF,
and intending to be legally bound, the parties hereto have signed this Agreement by their duly authorized officers the day and
year first above written.


 


 





/s/ Hajime Abe


HAJIME ABE 


(PURCHASER)


 


/s/ Jeffrey DeNunzio


JEFFREY DENUNZIO


(SELLER)