SUBSCRIPTION AND STOCK PURCHASE AGREEMENT

 

The undersigned corporation, FIRST PARTY (the "Company") and the SECOND PARTY (the "Investor"), hereby agree as follows:

SECTION I

Shares

1. Subscription for Shares. By execution of this Subscription and Stock Purchase Agreement (the "Agreement"), the Investor hereby subscribes for and, subject to the terms a conditions of this Agreement and in reliance on the representations, warranties and promises contained herein, agree to purchase that number of fully paid and nonassessable shares of common stock of the corporation, free and clear of all liens, claims, and encumbrances. In consideration I the issuance of the Shares to each undersigned Investor, severally and not jointly, agrees to pay the Company, in legal tender of the United States of America, an amount equal to $10.00 per share subscribed for by such Investor, in cash, or by check or by wire transfer to Company's account.

SECTION II

Authorization and Sale of the Shares

2.1. Authorization of the Shares. The Company has, or before the Closing (hereinafter defined) will have, authorized the issuance, sale and delivery of the shares.

2.2. Sale of the Shares. Subject to the terms and conditions hereof and in reliance up the representations contained herein, the Company agrees to issue, sell and deliver to each Investor the shares as follows:

SECTION III

Closing Date; Delivery

3.1 Closing Date. The closing with respect to the purchase and sale of the shares identified in paragraph 2.2 hereunder (the "Closing") shall be held following the execution delivery of this Agreement at a place and time determined pursuant to paragraph 3.3 (the Date") or at such other time and place as shall be mutually agreed upon by the Company and Investors.

3.2 Delivery. At the Closing, the Company will deliver to each Investor a certificate certificates registered in such Investor's name or such nominee as said Investor may previously requested in writing, each certificate to be properly executed and sealed by duly authorized of the Company. Such certificates shall represent all the shares subscribed for by such Investor shall be delivered against payment therefor in the manner provided for herein. All effected at the Closing shall be deemed complete, and no document delivered, until all are completed and all documents delivered.

3.3 Closing. The time and place of Closing (which shall be at the time and place delivery to Investors by the Company of the certificates evidencing all the shares being and the place of delivery to the Company of payment or satisfactory evidence of payment by Investors of the purchase price therefor) shall be at __________ o'clock on _______________, at the office of GARRIDO & ASSOCIATES LAW OFFICE at Makati City, Metro Manila, or such other place and time as Company and all the Investors shall unanimously agree upon. Unless waived in the provided herein, all conditions to closing specified in this Agreement shall be satisfied at or to Closing.

SECTION IV

Representations and Warranties of the Company

The Company represents, warrants and covenants to and with each Investor as follows:

4.1 Organization and Standing: Articles and Bylaws. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Philippines. Copies of the Company's Articles of Incorporation and Bylaws appended hereto as Exhibit "A" are true, correct and complete copies of the originals, each of which remains in full force and effect an has not been repealed.

4.2 Corporate Power and Government Consents. The Company has all requisite corporate power to enter into this Agreement, to sell the shares, to carry out and perform its obligations under the terms of this Agreement, and to carry out its business. Assuming the accuracy of the Investors' representations hereunder, no consent, authorization, approval, permit or order o or declaration to or filing with any governmental or regulatory authority is required in connection with: (i) the execution, delivery and performance of this Agreement; (ii) the offer, issuance, sale delivery of the shares; or (iii) for the issuance of common stock to the Investors.

4.3 Capitalization. Immediately prior to the Closing, the Company's authorized, issue and outstanding common stock and all options, rights, and warrants with respect to such stock shall be as described in Exhibit "B". All outstanding shares of common stock have been duly and valid] issued, are fully paid and nonassessable, and the issuance and sale of such shares by the Company was effected in compliance with the federal securities laws and any applicable state securities law An accurate list of the Company's current stockholders and their holdings immediately prior to the Closing is set forth on Exhibit "B". Except as disclosed herein and except for the sale of shares provided for under this Agreement and the rights of the holders of shares contemplated by this Agreement, no person is entitled to any preemptive or similar statutory rights or to any contractual right of first refusal, option, warrant or other right to purchase or acquire any shares (including the shares herein) of the Company. Except for the sale of shares at the Closing pursuant to this Agreement, the Company has no present plan to issue or sell any stock of any class to any person.

4.4 Authorization and Reservation of Shares. All corporate action on the part of the Company, its directors and shareholders necessary for or appropriate to or in connection with the execution, delivery and performance by the Company of this Agreement and the consummation the transactions contemplated herein, including without limitation the authorization, issuance ax delivery of the shares, has been taken or will be taken prior to Closing. The resolution of the Boa of Directors authorizing the issuance and sale of the shares to be sold pursuant to this Agreement remains in full force and effect and such Resolution is appended hereto as Exhibit "C". This Agreement is a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, and moratorium laws and other similar laws of general application relating to the enforcement of creditors rights.

The shares when issued and sold in accordance with the terms of this Agreement, will 1 validly issued, fully paid and nonassessable and will be free and clear of any lien, claim encumbrance whatsoever, excepting only restrictions on transfer imposed under this Agreement

4.5 Subsidiaries. The Company has no subsidiaries (which term shall include any dire or indirect ownership interest in any other corporation, partnership, association, firm or business except as set forth in Exhibit "D" hereto.

4.6 Financial Statements. Since the Company is a newly-formed corporation, there a no financial statements available to the Investors. Financial statements to be provided in the future will be prepared in accordance with generally accepted accounting principles consistently applied subject to changes from year end adjustments.

4.7 Litigation. The Company has been in existence for two months and there are no legal actions, suits, arbitrations or other legal, administrative or governmental proceedings pending or threatened against the Company, or against any employee, officer, director or stockholder of the Company. The Company is not aware of any facts that might result in or form the basis of such action, suit, arbitration or other proceeding on any basis whatsoever (including without limitation any action arising out of or connected with any prior sale or offer to sell any security of or interest in the Company).

4.8 Compliance with Laws and Other Instruments. The business and operations of the Company will be conducted in accordance with all applicable laws, rules, regulations, judgments at decrees in all material respects. Neither the execution, delivery or performance of this Agreement nor the offer, issuance, sale or delivery of the shares, with or without the giving of notice or passage of time, or both, will (i) violate, or result in any breach of, or constitute a default under, or result the imposition of any encumbrance upon any asset of the Company pursuant to any provision of at corporate charter, bylaws, contract, judgment, decree or other document or instrument or (ii) to the best of the Company's knowledge, will cause the Company to lose the benefit of any right privilege it presently enjoys or cause any person who normally does business with the Company discontinue to do so on the same basis. Subject to the accuracy of the Investor's representations contained in Section V hereof, the offer, sale and issuance of the shares pursuant to the terms of the Agreement are exempt from registration under the Securities Act, as amended (the "Act") and any applicable state securities law. Neither the Company nor any agent acting c its behalf has, directly or indirectly, sold or offered for sale, or solicited any offers to buy, at securities, or otherwise approached or negotiated with any person or persons, so as to subject the offer or sale of the shares or any securities previously offered or sold by the Company, to the provisions of the Securities Act amended, or to the law of any state; the Company agrees that neither it nor any agent acting on its behalf will take any action that would subject the offer or sale of the shares to any such provision.

4.9 Permits, Patents, Trademarks, and Licenses. The Company has all franchise permits, licenses and other similar authority necessary for the conduct of its business as planned be conducted, and it is not in default under any of them.

4.10 Employee Matters. The Company does not have in effect nor has any present intention to put into effect any employment agreements, deferred compensation, pension retirement agreements or arrangements, bonus, stock purchase, incentive or profit-sharing plans ( arrangements, or labor or collective bargaining agreements, written or oral, whether legally binding or in the nature of informal understandings.

4.11 Brokers and Finders. No person or firm has, or will have, any right, interest or valid claim against the Company for any commission, fee or other compensation in connection with the sale of the shares as a finder or broker or in any similar capacity as a result of any act or omission by the Company or anyone acting on behalf of the Company.

4.12 Disclosure. No writing furnished to any Investor pursuant to or in conjunction with this Agreement by the Company or anyone acting on its behalf contains any untrue statement material fact. Together they do not omit to state any material fact required to make the statement herein or therein not misleading in the light of the circumstances under which those statements were made. The projections contained in any document provided to the Investors have been prepared in good faith by the Company on the basis of assumptions which the Company reasonably believes to be reasonable, but the Company makes no representation that its actual operating results will conform to any such projection. There is no fact known to the Company that materially adverse affects, or threatens in the future to materially adversely affect, the business, assets, liabilities, condition (financial or otherwise), affairs, operations or prospects of the Company which has n' been disclosed by the Company to each Investor.

4.13 Use of Loan Proceeds. The company will use the proceeds of loans from the Investors for the purpose previously disclosed to the Investors. Prior to the expenditure, the loan proceeds will be deposited in the Company's bank accounts.

SECTION V

Representations, Warranties and Covenants of Each Investor

5.1 Representations. Each Investor, severally and not jointly, represents and warrants to the Company for himself, herself, or itself alone that:

A. this Agreement constitutes a valid and binding obligation of such Investor;

B. no person or firm has, or will have, as a result of any act or omission by such Investor, any right, interest or valid claim against the Company, for any commission, fee or other compensation as a finder or broker in any similar capacity; and

C. such Investor (a) has been furnished such information and documents as may have requested, has been given the opportunity to meet with Company officials and to have such persons answer questions regarding the Company intended business operation, and is, on the basis of such access, opportunity and information, able to make an informed investment decision regarding investment in the shares and additional loans to the Company, and (b) acquiring the shares being purchased: (i) for the account of such Investor, ( for investment and not with a view to, or for sale in connection with, a distribution of said shares or with any present intention of distributing selling said shares, and (iii) without any reason to anticipate any change circumstances or any particular occasion or event which would cause such Investor to sell said shares or assign said loans.

D. such Investor is an "Accredited Investor" within the meaning of the applicable SEC Rules and Regulations.

5.2 Covenants. Each Investor severally and not jointly covenants to the Company a the other Investors that it will not sell or otherwise transfer any of the shares except in accordance with the Act and other applicable securities laws and that prior to any transfer (other than pursuant to an effective registration under the Act and other applicable securities laws) he will furnish to the Company a written opinion of counsel, reasonably satisfactory in form and substance to t Company, to the effect that registration under the Act is not required in connection with the propos transfer. The Company will promptly review any such opinion to determine whether it is reasonably satisfactory in form and substance.

Each Investor acknowledges that he is aware that he will not be entitled to make any public offer or public sale of any of the shares for an indefinite period unless those shares are registered under the Securities Act. Also, except as provided in this Agreement, the Company will not be obligated to supply Investors or other persons with the information required for sales under the Securities Act. Accordingly, each Investor understands that he must bear the economic risk of his investment in the shares.

5.3 Legends. Each Investor acknowledges that the certificates evidencing the shares after they shall have been transferred pursuant to an effective registration statement, will conspicuously bear a legend substantially in the following form until the counsel for the Company determines that the legend is no longer required:

The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and must be held indefinitely unless they are transferred pursuant to an effective registration statement under that Act, or after receipt of an opinion of counsel reasonably satisfactory to the Company that registration is not required.

Each certificate evidencing the shares shall also bear such legends as counsel for the Company shall deem appropriate with respect to restrictions contained in other agreement applicable thereto.

Each Investor acknowledges that appropriate stop transfer orders may be noted on if Company's stock records with respect to all certificates so legended.

SECTION VI

Conditions to Closing of Investors

Each Investor's obligation to purchase the shares subscribed for at the Closing is subject 1 the fulfillment, to the satisfaction of all Investors, on or prior to the Closing Date of each of if following conditions:

6.1 Representations and Warranties Correct; Performance. The representations and warranties made by the Company in Section 4 hereof, and by each Investor in Section 5 hereof, shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as the Closing Date; and all covenants, agreements, and conditions contained in this Agreement to I performed or complied with by the Company on or prior to the Closing Date shall have be performed or complied with in all material respects.

6.2 Investment. All Investors shall at the Closing purchase and pay for that number shares subscribed for as specified in paragraph 2.2 above. In addition, each Investor shall advance the first installment as provided in the Promissory Note executed by the Corporation to each Investor herein.

6.3 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to each Investor and to the Company.

6.4 Legal Investment. At the time of the Closing the purchase of shares by each Invest shall be legally permitted by the laws and regulations to which each Investor and the Company m~ be subject.

SECTION VII

Conditions to Closing of Company

The Company's obligation to sell the shares to be purchased at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of the conditions that the representations made by each Investor pursuant to Section V hereof shall be true and correct when made and shall be true and correct in all material respects on the Closing Date, and to the requirement that t Conditions to Closing of Investors contained in Sections 6.2, 6.3 and 6.4 have been satisfied and performed in all material respects.

SECTION VIII

Definitions and Miscellaneous Provisions

8.1 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined), tot he extent they may have a meaning beyond that ascribed by common usage:

"Act" means the Securities Act, as amended from time to time.

"Agreement" means this Stock Purchase Agreement as from time to time amended and effect between the parties, including all Exhibits hereto, all such Exhibits being incorporated in this Agreement by reference.

"Company" means the issuer of the shares identified in Section I.

"Principals" shall mean Wilson Finance & Investment, Inc., Gregory Paul and Kent B. Shelley.

"Person" means any individual or any entity or organization whether or not in corporate f and regardless of whether such entity or organization is a juristic or legal person, and any agent, board, branch or division of any government.

"Shares" shall have the meaning ascribed in Section I.

8.2 Incorporation by Reference. All schedules, exhibits, and attachments to Agreement are incorporated herein by reference and form a part of this Agreement, to the 5 extent as if set forth herein in full.

8.3 No Waiver; Cumulative Remedies. No failure or delay on the part of any part this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power, or remedy preclude any other further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedy herein provided are cumulative and not exclusive of any remedies provided by law.

8.4 Amendments, Waivers and Consents. Any provision in this Agreement to contrary notwithstanding, and except as hereinafter provided, changes in or additions to Agreement may be made, and compliance with any covenant or provision set forth herein may be omitted or waived, if Investors owning or representing at least 66 2/3% of the voting power of the shares then outstanding shall consent thereto in writing and shall deliver copies of such consent writing to any Investors or permitted assignees who did not execute such consents. Any waiver consent may be given subject to satisfaction of conditions stated therein and any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

8.5 Addresses for Notices, etc. All notices, requests, demands and other communications provided for hereunder shall be in writing (including electronic mail or telegraphic communications and mailed, telegraphed or delivered to the Company or to each Investor at the address set fort below the respective signatures hereto or at such other address as to which such party may inform the other parties in writing in compliance with the terms of this Section.

If to any other holder of the shares: at such holder's address for notice as set forth in the register maintained by the Company, or, as to each of the foregoing, at such other address as shall be designated by such Person in written notice to the other parties complying as to delivery with the terms of this Section.

All such notices, requests, demands and other communications shall, when mailed (by registered mail, return receipt requested, postage prepaid) or telegraphed, be effective when deposited in the mails or delivered to the telegraph company, respectively, addressed as aforesaid unless otherwise provided herein, and otherwise such notices shall be effective upon receipt

8.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Investors and their respective heirs, successors and (to the extent specifically permitted herein) assigns.

8.7 Survival of Representations and Warranties. All representations and warranties made in this Agreement, the shares or any other instrument or document delivered in connection herewith or therewith, shall survive the execution and delivery hereof or thereof

8.8 Prior Agreements. This Agreement, together with the Schedules hereto and documents referenced in each, constitutes the entire agreement between the parties and supersedes any prior understandings or agreements concerning the subject matter hereof

8.9 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

8.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Philippines.

8.11 Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

8.12 Counterparts. This Agreement may be executed in any number of counterparts, of which taken together shall constitute one and the same instrument, and any of the parties may execute this Agreement by signing any such counterpart.

 

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