STOCK PURCHASE AGREEMENT
AMONG
GRACE SIM, AS SELLER
AND
SONOMA COLLEGE, INC., AS PURCHASER
APRIL 21, 2004
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of
this 21st day of April, 2004, between GRACE SIM, an individual resident of
Scottsdale, Arizona ("Seller"), and Sonoma College, Inc., a California
corporation (the " Purchaser").
R E C I T A L S:
A. The parties hereto desire to effect a stock sale (the "Stock Sale") pursuant
to which Purchaser will purchase from the Seller an aggregate of 4,250,000
shares (the "Transferred Shares") of the common stock of MW Asia, Inc., a Nevada
corporation (the "Company"), par value $.001 per share (the "Company Stock"), to
be purchased by Purchaser for the consideration set forth herein.
B. Pursuant to the Stock Sale, the Seller will sell, and Purchaser will
purchase, the Transferred Shares.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows and do thereby adopt this
Agreement.
ARTICLE I.
DEFINITIONS
The terms defined in this Article (except as otherwise expressly provided in
this Agreement) for all purposes of this Agreement shall have the respective
meanings specified in this Article.
"AFFILIATE" shall mean any entity controlling or controlled by another person,
under common control with another person, or controlled by any entity which
controls such person.
"AGREEMENT" shall mean this Agreement, and all the exhibits, schedules and other
documents attached to or referred to in the Agreement, and all amendments and
supplements, if any, to this Agreement.
"CLOSING" shall mean the closing of the Transaction at which the Closing
Documents shall be exchanged by the parties, except for those documents or other
items specifically required to be exchanged at a later time.
"CLOSING DATE" shall mean no more than five days from the date of this agreement
plus any extension as provided herein, or such other date as agreed in writing
to by the parties on which the Closing occurs.
"CLOSING DOCUMENTS" shall mean the papers, instruments and documents required to
be executed and delivered at the Closing pursuant to this Agreement.
"CODE" shall mean the Internal Revenue of 1986, or any successor law, and
regulations issued by the Internal Revenue Service pursuant to the Internal
Revenue Code or any successor law.
"ENCUMBRANCE" shall mean any charge, claim, encumbrance, community property
interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting (in the case of any security), transfer, receipt of
income, or exercise of any other attribute of ownership.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.
"GAAP" shall mean United States generally accepted accounting principles applied
in a manner consistent with prior periods.
"INVESTMENT LETTER" shall mean the investment letter in the form attached hereto
as Appendix A.
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"MATERIAL ADVERSE EFFECT" means any change (individually or in the aggregate) in
the general affairs, management, business, goodwill, results of operations,
condition (financial or otherwise), assets, liabilities or prospects (whether or
not the result thereof would be covered by insurance) that would be material and
adverse to the designated party.
"ORDINARY COURSE OF BUSINESS" shall mean actions consistent with the past
practices of the designated party which are similar in nature and style to
actions customarily taken by the designated party and which do not require, and
in the past have not received, specific authorization by the Board of Directors
of the designated party.
"PURCHASE PRICE" means the purchase price in the amount of Fifteen Thousand
Dollars and no cents ($15,000.00) payable by the Purchaser to the Seller
pursuant to Section 2.1 of this Agreement.
"SEC" shall mean the Securities and Exchange Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"TAXES" shall include federal, state and local income taxes, capital gains tax,
value-added taxes, franchise, personal property and real property taxes, levies,
assessments, tariffs, duties (including any customs duty), business license or
other fees, sales, use and any other taxes relating to the assets of the
designated party or the business of the designated party for all periods up to
and including the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any, arising out
of tax assessments.
"TRANSACTION" shall mean the Stock Sale contemplated by this Agreement.
The following appendices and schedules are attached to and form part of this
Agreement:
APPENDICES
----------
DESCRIPTION
Appendix A Investment Letter
SCHEDULES
---------
DESCRIPTION
Schedule 5.2.1 Directors of the Company upon Closing
ARTICLE II.
THE TRANSACTION
2.1. STOCK SALE. Subject to the terms and conditions of the Closing Documents,
the Seller hereby agrees to sell, transfer and deliver to Purchaser, and
Purchaser hereby agree to purchase and accept, the Transferred Shares, in
consideration for the payment of the Purchase Price by Purchaser to the Seller,
free and clear of any liens, claims or Encumbrances.
2.2. SECURITIES LAW MATTERS.
2.2.1. PRIVATE OFFERING. The Purchaser understands that the Transferred
Shares to be acquired and delivered to him pursuant to terms of this Agreement
will not be registered under the Securities Act, but will be transferred in
reliance upon exemptions available for resales by Affiliates in private
transactions, and that the Seller is relying upon the truth and accuracy of the
representations set forth in the Investment Letter delivered concurrently with
the execution of
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this Agreement. Each certificate representing the Transferred Shares registered
in the name of the Purchaser pursuant to terms of this Agreement shall bear the
following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED
UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL
ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby represents
and warrants to Purchaser that:
3.1.1. ORGANIZATION OF THE COMPANY; FOREIGN QUALIFICATION. The Company
is duly organized, validly existing, and in good standing under the laws of the
state of Nevada and has all requisite corporate power, franchises, and licenses
to own its property and conduct the business in which it is engaged. Each of the
Company and the Seller have the full power and authority (corporate or
otherwise) to execute, deliver and perform their respective obligations under
this Agreement and the Closing Agreements to which it is a party. A complete set
of the Company's corporate records, including its Certificate of Incorporation,
Bylaws, minutes, transfer records, have been delivered or made available to
Purchaser. The Company is duly qualified and in good standing as a foreign
corporation in every jurisdiction in which such qualification is necessary,
except to the extent the failure to be so qualified is not reasonably expected
to result in a Material Adverse Effect.
3.1.2. CAPITALIZATION; OWNERSHIP OF TRANSFERRED SHARES.
3.1.2.1. The Company has an authorized capital
stock consisting of 90,000,000 shares of common stock, par value
$0.001 per share, of which 5,000,000 shares are issued and
outstanding and 10,000,000 shares of preferred stock, par value
$0.001 per share, of which no preferred shares are issued and
outstanding. All of the shares of Company Stock have been validly
issued, fully paid, are non-assessable, and were issued in
compliance with any preemptive or similar rights and in
compliance with applicable federal and state securities laws. All
shares held by the Seller were issued in compliance with the
exemption set forth in Section 4(2) of the Securities Act, and
all other outstanding shares were issued in compliance with
either this exemption or the exemption set forth in Regulation S
promulgated under the Securities Act.
3.1.2.2. The Company does not have any outstanding
subscriptions, options, rights, warrants, convertible securities
or other agreements or commitments to issue, or contracts or any
other agreements obligating the Company to issue, or to transfer
from treasury, any shares of its capital stock or membership
interests, as applicable, of any class or kind, or securities
convertible into such stock or interests. No persons who are now
holders of Company Stock, and no persons who previously were
holders of Company Stock, are or ever were entitled to preemptive
rights other than persons who exercised or waived those rights.
3.1.2.3. There is no outstanding vote, plan,
pending proposal or right of any person to cause any redemption
of Company Stock. Neither the Company nor any of its Affiliates,
is under any obligation, contract or other arrangement to
register (or maintain the registration of) any of its or their
securities under federal or state securities laws.
3.1.2.4. Neither the Company nor the Seller is a
party to any agreement, voting trust, proxy or other agreement or
understanding of any character, whether written or oral, with any
other stockholders of the Company with respect to or concerning
the purchase, sale or transfer or voting of the Company Stock or
any other security of the Company.
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3.1.2.5. Neither the Company nor the Seller has any
legal obligations, absolute or contingent, to any other person or
entity to sell the assets, or any capital stock or any other
security of the Company or any of its subsidiaries or affect any
merger, consolidation or other reorganization of the Company or
any of its subsidiaries or to enter into any agreement with
respect thereto, except pursuant to this Agreement.
3.1.2.6. The Seller is the sole beneficial and
record holder of the Transferred Shares. The Seller holds the
Transferred Shares free and clear of any Encumbrance of any kind
whatsoever.
3.1.3. SUBSIDIARIES. The Company does not have any subsidiaries (whether
held directly or indirectly) or any equity investment in any corporation,
partnership, joint venture or other business.
3.1.4. REAL ESTATE. The Company does not own any real estate or any
interest in any real estate.
3.1.5. AUTHORITY RELATIVE TO THE CLOSING DOCUMENTS; ENFORCEABILITY. The
Seller is not suffering from any legal disability which would: (a) prevent her
from executing, delivering or performing her obligations under the Closing
Documents or consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary ratification, and
(c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against the Seller and her
property. The Closing Documents have been duly and validly executed and
delivered by the Seller and constitutes the legal, valid and binding obligation
of the Seller, enforceable against her in accordance with their respective
terms, except insofar as the enforcement thereof may be limited by the
Insolvency/Equity Exceptions.
3.1.6. TITLE TO ASSETS. The Company has good and marketable title in and
to all of the assets and properties reflected in the most recent Company
Financial Statements, and all assets and properties purchased or acquired by the
Company since the date of the Company Financial Statements, less all assets and
properties that the Company has disposed of in the Ordinary Course of Business,
are free and clear of any Encumbrance.
3.1.7. MATERIAL CONTRACTS. The Company is not a party to or bound by any
agreement or contract.
3.1.8. LABOR MATTERS. There is presently no employment or consulting
contracts with, or covenants against competition by, any present or former
employees of the Company. The Company has no employees other than its officers.
3.1.9. COMPLIANCE WITH OTHER INSTRUMENTS; CONSENTS. Neither the
execution of any Closing Document nor the consummation of the Transaction will
conflict with, violate or result in a breach or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of any Encumbrance upon any assets of the Company under
any provision of the Articles of Incorporation, Bylaws, indenture, mortgage,
lien, lease, agreement, contract, instrument, order, judgment, decree, statute,
ordinance, regulation or any other restriction of any kind or character to which
the Company is bound.
3.1.10. FINANCIAL STATEMENTS. The Company's financial statements (the
"COMPANY FINANCIAL STATEMENTS") which have been delivered to Purchaser, are true
and complete in all material respects, and have been prepared in accordance with
GAAP for the period covered by such statements, and fairly present, in
accordance with GAAP, the properties, assets and financial condition of the
Company, and results of its operations as of the dates and for the periods
covered thereby. There has been no material adverse change in the business
operations, assets, properties, prospects or condition (financial or otherwise)
of the Company, taken as a whole, from that reflected in the Company Financial
Statements. As of the date hereof, the Company does not have any debts,
liabilities or obligations of any nature, whether accrued, absolute, unmatured,
contingent, or otherwise, whether due or to become due, that are not fully
reflected in the Company Financial Statements.
3.1.11. LITIGATION. There are no legal, administrative, arbitration or
other proceedings or claims pending against the Company, nor is the Company
subject to any existing judgment which might affect the financial condition,
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business, property or prospects of the Company; nor has the Company received any
inquiry from an agency of the federal or of any state or local government about
the Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.
3.1.12. TAXES. The Company either: (a) has timely filed with the
appropriate taxing authority all Tax and information returns required to have
been filed by the Company or (b) has timely filed for any required extensions
with regard to such returns. All Taxes of the Company have been paid (or
estimated Taxes have been deposited) to the extent such payments are required
prior to the date hereof or accrued on the books of the Company. The returns
were correct when filed. There are no pending investigations of the Company
concerning any Tax returns by any federal, state or local Taxing authority, and
there are no federal, state, local or foreign Tax liens upon any of the
Company's assets.
3.1.13. COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS. The Company is
in compliance with, and is not in violation of, applicable federal, state, local
or foreign statutes, laws and regulations (including without limitation, any
applicable environmental, building, zoning or other law, ordinance or
regulation) affecting the Company or its properties or the operation of its
business. The Company is not subject to any order, decree, judgment or other
sanction of any court, administrative agency or other tribunal.
3.1.14. TRADE NAMES AND RIGHTS. The Company does not use any trademark,
service xxxx, trade name, or copyright in its business, nor does it own any
trademarks, trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications. No person owns any
trademark, trademark registration or application, service xxxx, trade name,
copyright or copyright registration or application, the use of which is
necessary or contemplated in connection with the operation of the Company's
business.
3.1.15. TRANSACTION WITH AFFILIATES. Neither: (a) any director or
officer of the Company; nor (b) the Seller (or any member of their immediate
family); nor (c) any Affiliate of either of the foregoing, in each such case,
either (i) is a party to any contract or other business arrangement or
relationship of any kind with the Company, or (ii) has an ownership interest in
any business (corporate or otherwise) that is a party to, or in any property
that is the subject of, business arrangements or relationships of any kind with
the Company.
3.1.16. INVESTMENT COMPANY ACT. The Company is not, and upon completion
of the Transaction will not be, subject to registration as an investment company
under the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.
3.1.17. FULL DISCLOSURE. None of the representations and warranties made
by the Seller herein, or in any Closing Document furnished or to be furnished by
them hereunder contain or will contain any untrue statement of material fact, or
omits any material fact, the omission of which would be misleading.
3.1.18. EXCHANGE ACT FILINGS.The Company is not delinquent in filing any
Company SEC documents. The Company does not have a class of stock registered
under Section 12 of the Exchange Act and the Company is not obligated to file
periodic reports under Section 13 or 15(d) of the Exchange Act.
ARTICLE IV.
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. BROKERS OR FINDERS. Each party agrees to hold the others harmless and to
indemnify them against the claims of any persons or entities claiming to be
entitled to any brokerage commission, finder's fee, advisory fee or like payment
from such other party based upon actions of the indemnifying party in connection
with the Transaction.
Page 5
ARTICLE V.
CLOSING DELIVERIES
5.1. THE CLOSING. The Closing shall take place on or before the Closing Date
(unless such date is extended by the mutual agreement of the parties) at such
location as agreed to by the parties. Notwithstanding the location of the
Closing, each party agrees that the Closing may be completed by the exchange of
undertakings between the respective legal counsel for the Seller and Purchaser,
provided such undertakings are satisfactory to each party's respective legal
counsel. Notwithstanding any other provision of this Agreement to the contrary,
Purchaser shall have the option to extend the Closing Date for one fifteen (15)
day period, upon payment to the Seller of $1.00 (non-refundable).
5.2. DELIVERIES BY THE SELLER. The Seller hereby agrees to deliver, or cause to
be delivered, to Purchaser the following items on Closing:
5.2.1. CERTIFIED RESOLUTIONS. Copies of the resolutions, certified by an
officer of the Company, of the Board of Directors of the Company: (a) duly
electing the persons set forth on SCHEDULE 5.2.1 to serve as directors of the
Company effective on the closing date of this agreement (the "CLOSING DATE");
and (b) approving the terms of this Agreement for purposes of Nev. Rev. Stat.
Sec. 78.438(1) and 78.378 - 78.3793.
5.2.2. CHARTER DOCUMENTS. Copies of: (a) the Certificate of
Incorporation of the Company, certified by the Secretary of State of Nevada; and
(b) good standing certificates and certificates of existence from the Secretary
of State of Nevada, evidencing that the Company is in existence and in good
standing under the laws of the State of Nevada.
5.2.3. RESIGNATIONS. A copy of the resignations of the existing director
and officer of the Company, to be effective as of the Resignation Date.
5.2.4. TERMINATION OF CONTRACTS. Evidence satisfactory to the Purchaser
that the Management Services Agreement between the Company and the Seller has
been terminated effective as of the Resignation Date without any payment by, or
continuing liability to, the Company.
5.2.5. STOCK CERTIFICATES. A stock certificate or certificates
representing the Transferred Shares, together with such stock powers, legal
opinions and all other documentation required by the Company's transfer agent to
reissue such shares in the name of Purchaser.
5.2.6. TRANSFER AGENT DIRECTION. A direction of the Company to the
Company's transfer agent to register the Transferred Shares in the name of the
Purchaser with the legend set forth in paragraph 2.2.1 of this Agreement or such
legend as is otherwise required by law.
5.3. DELIVERIES BY PURCHASER. Purchaser hereby agrees to deliver to the Seller
the following items on Closing:
5.3.1. PURCHASE PRICE. The Purchase Price, payable by cashier's cheque,
bank draft or wire transfer as may be reasonably required by Seller.
5.3.2. INVESTMENT LETTER. The Investment Letter, executed by the
Purchaser.
ARTICLE VI.
CONDITIONS PRECEDENT TO PURCHASER' OBLIGATION TO CLOSE
The Purchaser's obligation to purchase the Transferred Shares and to take the
other actions required to be taken by Purchaser at the Closing is subject to the
satisfaction, at or prior to Closing, of each of the following conditions (any
of which may be waived by Purchaser, in whole or in part):
6.1. PERFORMANCE OF CONVENANTS. The Seller shall have performed all covenants
and agreements required to be completed prior to or on closing, including
completion of the deliveries required by Section 5.2 of this Agreement.
Page 6
6.2. ACCURACY OF REPRESENTATIONS. All of Seller's representations and warranties
in this Agreement (considered collectively), and each of Seller's
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE VII.
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
The Seller's obligation to sell the Transferred Shares and to take the other
actions required to be taken by the Seller at the Closing is subject to the
satisfaction, at or prior to Closing, of each of the following conditions (any
of which may be waived by the Seller, in whole or in part):
7.1. PERFORMANCE OF COVENANTS. The Purchaser shall have performed all covenants
and agreements required to be completed prior to or on closing, including
completion of the deliveries required by Section 5.3 of this Agreement.
7.2. ACCURACY OF REPRESENTATIONS. All of Purchaser's representations and
warranties in this Agreement (considered collectively), and each of Purchaser's
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE VIII.
SURVIVAL OF REPRESENTATIONS
8.1. REPRESENTATIONS TO SURVIVE CLOSING. The representations and warranties of
the Seller and Purchaser contained herein or in any document furnished pursuant
hereto shall survive the Closing of the Transaction for a period of one year
following the Closing. Each party acknowledges and agrees that, except as
expressly set forth in this Agreement or any Closing Document, no party has made
(and no party is relying on) any representation or warranties of any nature,
express or implied, regarding any or relating to any of the transactions
contemplated by this Agreement.
ARTICLE IX.
MISCELLANEOUS
9.1. NOTICES. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed delivered (i) on next business day if
delivered by hand orby telecopier and (ii) on the fifth business day following
mailing if by courier or mailed by certified or registered mail, postage
prepaid, addressed as follows:
IF TO THE SELLER:
Grace Sim
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxxxx 00000-0000
Fax:
IF TO PURCHASER:
Xxxxxxx X. Xxxxxx
President
Sonoma College, Inc.
X/x Xxxx 00 Xxxxxx 000
00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Page 7
With copy to:
Xxxxxxx X. Xxxxxxx, Esq.
Xxxxx Xxxxxxxxx & Xxxx PC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
9.2. ASSIGNABILITY AND PARTIES IN INTEREST. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other parties
hereto; provided, however, that Purchaser may assign this Agreement without
consent of the Seller if such assignment is to an Affiliate of the Purchaser.
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors. Nothing in this Agreement is intended to
confer, expressly or by implication, upon any other person any rights or
remedies under or by reason of this Agreement.
9.3. EXPENSES. Each party shall bear its own expenses and costs, including the
fees of any attorney retained by it, incurred in connection with the preparation
of the Closing Documents and consummation of the Transaction.
9.4. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of New York in connection with any action arising under or
brought with respect to this Agreement.
9.5. COUNTERPARTS. This Agreement may be executed as of the same effective date
in one or more counterparts, each of which shall be deemed an original.
9.6. HEADINGS. The headings and subheadings contained in this Agreement are
included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given any
weight whatever in interpreting any provision of this Agreement.
9.7. PRONOUNS, ETC. Use of male, female and neuter pronouns in the singular or
plural shall be understood to include each of the other pronouns as the context
requires. The word "and" includes the word "or". The word "or" is disjunctive
but not necessarily exclusive.
9.8. COMPLETE AGREEMENT. This Agreement, the Appendices hereto, and the
documents delivered pursuant hereto or referred to herein or therein contain the
entire agreement between the parties with respect to the Transaction and, except
as provided herein, supersede all previous negotiations, commitments and
writings.
9.9. MODIFICATIONS, AMENDMENTS AND WAIVERS. This Agreement shall not be modified
or amended except by a writing signed by each of the parties hereto. Prior to
the Closing, the Seller may amend any of the disclosure schedules referenced
herein by giving the other party notice of such amendments. If such amended
disclosures reveal previously undisclosed information about the Company,
Purchaser may terminate this Agreement without liability to the Seller.
9.10. SEVERABILITY. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the Transaction
is not affected in any manner adverse to any party hereto. Upon any such
determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in any acceptable manner to the end that the Transaction are
consummated to the extent possible.
Page 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
PURCHASER:
---------
Sonoma College, Inc.
By: /s/
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
SELLER:
------
/s/
------------------------------------
Grace Sim
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APPENDIX A
INVESTMENT LETTER
[CLOSING DATE]
Grace Sim
Dear Ms. Sim:
In connection with the purchase of 4,250,000 shares of the common stock (the
"Shares") of MW, Asia, Inc. (the "Corporation") from Grace Sim (the "Seller")
pursuant to a share purchase agreement dated the th of April, 2004 (the "Share
Purchase Agreement"), the undersigned (the "Purchaser"), hereby makes the
following acknowledgments, representations and warranties:
1. INVESTMENT INTENT. The Purchaser is acquiring the Shares for
investment solely for his own account and not with a present view to any
distribution, transfer or resale to others, including any "distribution" within
the meaning of Securities Act of 1933, as amended, (the "Securities Act"). The
Purchaser understands that the Shares have not and will not be registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends on, among
other things, the bona fide nature of the investment intent and the accuracy of
my representations made herein.
2. FINANCIAL ABILITY. The Purchaser is financially able to bear the
economic risks of an investment in the Corporation and has no need for liquidity
in this investment. Furthermore, the financial capacity of the Purchaser is of
such a proportion that the total cost of the Purchaser's commitment is not
material when compared with his total committed capital. The Purchaser is
financially able to suffer a complete loss of this investment.
3. EXPERIENCE. The Purchaser has such knowledge and experience in
financial and business matters in general and with respect to investments of a
nature similar to that evidenced by the Shares so as to be capable, by reason of
such knowledge and experience, of evaluating the merits and risks of, and making
an informed business decision with regard to, and protecting his own interests
in connection with, the acquisition of the Shares.
4. REVIEW OF PROSPECTUS AND FINANCIAL STATEMENTS. The Purchaser has
been provided with and had the opportunity to review all filings made by the
Corporation with the United States Securities and Exchange Commission, as
disclosed in the Share Purchase Agreement and available at the SEC's web site at
xxx.xxx.xxx.
5. LIMITED PUBLIC MARKET. The Purchaser understands that a limited
public market now exists for any of the securities of the Corporation and that
the Corporation has made no assurances that a more active public market will
ever exist for the Corporation's securities.
6. RESTRICTED LEGEND. The Purchaser acknowledges that certificates
representing the Shares will bear a legend substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED
UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
Page A-1
7. STOCK TRANSFER. The Purchaser is aware that stop-transfer
instructions will be given to the transfer agent of the common stock of the
Corporation to prevent any unauthorized or illegal transfer of the Shares.
8. RELIANCE FOR EXEMPTIONS. The Purchaser understands that the Shares
are being transferred to him pursuant to exemptions from the registration
requirements of federal and applicable state securities laws and acknowledges
that he is relying upon the investment and other representations made herein as
the basis for such exemptions.
9. ACCURACY OF PURCHASER REPRESENTATIONS. The Purchaser represents that
the information and representations contained in this letter are true, correct
and complete.
Dated: [CLOSING DATE]
Sonoma College, Inc.
By: /s/
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Name: Xxxxxxx X. Xxxxxx
Title: President
Page A-2
SCHEDULE 5.2.1
DIRECTORS OF THE COMPANY UPON CLOSING
THE COMPANY DIRECTORS UPON CLOSING
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Xxxxxxx X. Xxxxxx
Page 5.2.1-1