EXHIBIT
10.1


 


SHARE
PURCHASE AGREEMENT


 


This
Agreement made as of the 18th day of September, 2014 (“Agreement”), by and between WILLIAM TAY,
with an address at 2000 Hamilton Street, #943, Philadelphia, PA 19130 ("Seller"), NORTHAM ACQUISITION CORP.,
a Delaware corporation (the “Corporation”), of the same address as the Seller, and KERRI
HOLDEN (Purchaser’s Name), with an address at 3995 Hagers Grove Road, Salem, OR
97317 ("Purchaser").


 


W
I T N E S S E T H:


 


WHEREAS,
Seller is the record owner and holder of 31,390,000 Common Shares, par value $.0001 par value (the “Shares”), of NORTHAM
ACQUISITION CORP., a Delaware corporation ("Corporation”), SEC FILE & CIK Numbers: 000-54812 / 0001502628,
respectively, which Corporation has 31,390,000 shares of common stock, issued and outstanding as of the date of this Agreement,
as more fully described in the attached Exhibit A.


 


WHEREAS,
Purchaser desires to purchase 31,390,000 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, 31,390,000 of Seller’s Shares for a total price of Sixty-Nine Thousand
Nine Hundred Ninety Dollars and No Cents ($69,990.00) (the “Purchase Price”).


 


2.GOOD
FAITH DEPOSIT. At the signing of this Agreement, Purchaser agrees to wire transfer
to an account to be designated by Seller, the sum of Seven Thousand Dollars and No Cents ($7,000.00) as an initial deposit to
Seller. At the Closing, as defined below, Purchaser will pay the balance of the Purchase Price, Sixty-Two Thousand Nine
Hundred Ninety Dollars and No Cents ($62,990.00) to Seller by wire transfer.


 


3.CLOSING.
The purchase and sale of the Shares shall take place on or before September 24, 2014; 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 Sixty-Two Thousand Nine Hundred Ninety Dollars and No Cents ($62,990.00), 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.


 


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
                                                                                                                              is
                                                                                                                              newly
                                                                                                                              formed
                                                                                                                              with
                                                                                                                              no
                                                                                                                              financial
                                                                                                                              information
                                                                                                                              available
                                                                                                                              other
                                                                                                                              than
                                                                                                                              the
                                                                                                                              financial
                                                                                                                              information
                                                                                                                              included
                                                                                                                              in
                                                                                                                              its
                                                                                                                              SEC
                                                                                                                              filings,
                                                                                                                              or
                                                                                                                              enclosed
                                                                                                                              herein;
                                                                                                                              



		(iii)	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;
                                                                                                                               



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



		(v)	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;
                                                                                                                             



		(vi)	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;



		(vii)	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;
                                                                                                                               



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



		(ix)	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;
                                                                                                                              



		(x)	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;



		(xi)	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;



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



		(xiii)	Seller
                                                                                                                                agrees
                                                                                                                                to
                                                                                                                                provide
                                                                                                                                assistance
                                                                                                                                to
                                                                                                                                Purchaser
                                                                                                                                in
                                                                                                                                merging/acquiring
                                                                                                                                a
                                                                                                                                target
                                                                                                                                business
                                                                                                                                of
                                                                                                                                Purchaser’s
                                                                                                                                choice,
                                                                                                                                for
                                                                                                                                the
                                                                                                                                Corporation,
                                                                                                                                and
                                                                                                                                the
                                                                                                                                filing
                                                                                                                                of
                                                                                                                                a
                                                                                                                                Form
                                                                                                                                211
                                                                                                                                to
                                                                                                                                FINRA
                                                                                                                                through
                                                                                                                                a
                                                                                                                                sponsoring
                                                                                                                                market
                                                                                                                                maker,
                                                                                                                                in
                                                                                                                                order
                                                                                                                                to
                                                                                                                                initiate
                                                                                                                                quotation
                                                                                                                                on
                                                                                                                                the
                                                                                                                                OTC-QB/BB
                                                                                                                                for
                                                                                                                                the
                                                                                                                                post-merger
                                                                                                                                stock.



 


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 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:


 


William
Tay, President


Northam
Acquisition Corp.


2000
Hamilton Street, #943


Philadelphia,
PA 19130


FAX:
(215) 405-8018


Email:
william.tay@hotmail.com or wtay@56k.net


 


Purchaser:


 


Kerri
Holden


QMC


3995
Hagers Grove Road


Salem,
OR 97317


 


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/
KERRI HOLDEN


__________________________________________________


KERRI
HOLDEN


(PURCHASER)



 


 


 


NORTHAM
ACQUISITION CORP.


A
DELAWARE CORPORATION


 


/S/
WILLIAM TAY


__________________________________________________


NAME:
WILLIAM TAY


TITLE:
PRESIDENT, CEO AND DIRECTOR


 


 


/S/
WILLIAM TAY


__________________________________________________


WILLIAM
TAY


(SELLER)