STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of January 19, 2007, is by
and
between Frontier Micro-Cap Fund, a Maryland corporation ("PURCHASER"), and
The
Small Business Company, Inc., a Delaware corporation ("SELLER")
(collectively, the "PARTIES").
WITNESSETH
WHEREAS,
SELLER has offered for sale to PURCHASER shares of common stock of SELLER (the
"Shares") at a purchase price of $0.25 per Share.
WHEREAS,
SELLER desires to sell to PURCHASER and PURCHASER desires to purchase from
SELLER, 40,000 Shares upon the terms and conditions set forth herein.
NOW
THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the PARTIES hereto as follows:
ARTICLE
1
SALE
AND
PURCHASE OF THE SHARES
1.1 Sale
of the Shares. Upon execution of this Agreement (the
"Closing"), subject to the terms and conditions herein set forth, and on the
basis of the representations, warranties and agreements herein contained, SELLER
shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.
1.2 Instruments
of Conveyance and Transfer. As soon as practicable after
the Closing, SELLER shall deliver a certificate or certificates representing
the
Shares of SELLER to PURCHASER sufficient to transfer all right, title and
interest in the Shares to PURCHASER.
1.3 Consideration
and Payment for the Shares. In consideration for the
Shares, PURCHASER shall pay a purchase price of a total of ten thousand
dollars($10,000.00) ($0.25 per Share) ("Purchase Price").
ARTICLE
2
REPRESENTATIONS
AND COVENANTS OF SELLER AND PURCHASER
2.1 SELLER
hereby represents and warrants that:
(a) The
Shares issued hereunder (the "Shares") have been duly authorized by the
appropriate corporate action of SELLER.
(b) SELLER
shall transfer title, in and to the Shares to PURCHASER free and clear of all
liens, security interests, pledges, encumbrances, charges, restrictions, demands
and claims, of any kind and nature whatsoever, whether direct or indirect or
contingent.
(c) As
soon as practicable after the Closing Date, SELLER shall deliver to PURCHASER
a
certificate or certificates representing the Shares subject to no liens,
security interests, pledges, encumbrances, charges, restrictions, demands or
claims in any other party whatsoever, except as set forth in the legend on
the
certificate, which legend shall provide substantially as follows:
THE
SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT
AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
(d) PURCHASER
acknowledges that the Shares will initially be "restricted securities" (as
such
term is defined in Rule 144 promulgated under the Securities Act of 1933,
as amended ("Rule 144"), that the Shares will include the foregoing
restrictive legend, and, except as otherwise set forth in this Agreement, that
the Shares cannot be sold unless registered with the United States Securities
and Exchange Commission ("SEC") and qualified by appropriate state securities
regulators, or unless PURCHASER obtains written consent from SELLER and
otherwise complies with an exemption from such registration and qualification
(including, without limitation, compliance with Rule 144).
(e) The
Company is obligated to register the Shares in any registration statement filed
by the Company with the Securities and Exchange Commission after the Closing
Date,
except
with respect to registration statements on Forms X-0, X-0 or another form not
available for registering the Shares for sale to the public,
so that
holders of the Shares shall be entitled to sell the same simultaneously with
and
upon the terms and conditions as the securities sold for the account of the
Company are being sold pursuant to any such registration statement, subject
to
such lock-up provisions as may be proposed by the underwriter of said
registration statement (the "Piggyback Registration Right").
(f) PURCHASER
acknowledges and agrees that SELLER makes no other representations or warranties
with respect to the Shares or the SELLER.
2.2 PURCHASER
represents and warrants to SELLER as follows:
(a) PURCHASER
has adequate means of providing for current needs and contingencies, has no
need
for liquidity in the investment, and is able to bear the economic risk of an
investment in the Shares offered by SELLER of the size contemplated. PURCHASER
represents that PURCHASER is able to bear the economic risk of the investment
and at the present time could afford a complete loss of such investment.
PURCHASER has had a full opportunity to inspect the books and records of the
SELLER and to make any and all inquiries of SELLER officers and directors
regarding the SELLER and its business as PURCHASER has deemed appropriate.
(b) PURCHASER
is an entity duly organized, validly existing and in good standing under the
laws fo the jurisdiction of its organization with full rights, corporate,
partnership or limited liability company power and authority to enter into
and
to consummate the transactions contemplated by this Agreement and otherwise
to
carry out its obligations hereunder. The execution, delivery and performance
by
PURCHASER of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate or similar action on the part of
PURCHASER. This Agreement has been duly executed by PURCHASER and when delivered
in accordance with the terms hereof, will constitute the valid and legally
binding obligation of PURCHASER, enforceable in accordance with its
terms.
(c)
PURCHASER
is an "Accredited Investor" as defined in Regulation D of the Securities
Act of 1933 (the "Act") or PURCHASER, either alone or with PURCHASER's
professional advisers who are unaffiliated with, have no equity interest in
and
are not compensated by SELLER or any affiliate or selling agent of SELLER,
directly or indirectly, has sufficient knowledge and experience in financial
and
business matters that PURCHASER is capable of evaluating the merits and risks
of
an investment in the Shares offered by SELLER and of making an informed
investment decision with respect thereto and has the capacity to protect
PURCHASER's own interests in connection with PURCHASER's proposed investment
in
the Shares.
(d) PURCHASER
is acquiring the Shares solely for PURCHASER'S own account as principal, for
investment purposes only and not with a view to the resale or distribution
thereof, in whole or in part, and no other person or entity has a direct or
indirect beneficial interest in such Shares.
(e) PURCHASER
will not sell or otherwise transfer the Shares without registration under the
Act or an exemption there from and fully understands and agrees that PURCHASER
must bear the economic risk of PURCHASER'S purchase for an indefinite period
of
time because, among other reasons, the Shares have not been registered under
the
Act or under the securities laws of any state and, therefore, cannot be resold,
pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Act and under the applicable securities laws of such states
or unless an exemption from such registration is available.
ARTICLE
3
MISCELLANEOUS
3.1 Entire
Agreement. This Agreement sets forth the entire agreement
and understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or
the
written statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.
3.2 Notices. Any
notice, request, instruction, or other document required by the terms of this
Agreement, or deemed by any of the parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by facsimile,
personal delivery, overnight delivery, or mailed by registered or certified
mail, postage prepaid, with return receipt requested. If notice is given by
facsimile, personal delivery, or overnight delivery in accordance with the
provisions of this Section, said notice shall be conclusively deemed given
at
the time of such delivery. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given
seven
days after deposit thereof in the United States mail.
3.3 Waiver
and Amendment. Any term, provision, covenant,
representation, warranty or condition of this Agreement may be waived, but
only
by a written instrument signed by the party entitled to the benefits thereof.
The failure or delay of any party at any time or times to require performance
of
any provision hereof or to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such party's right
at
a later time to enforce the same. No waiver by any party of any condition,
or of
the breach of any term, provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed
to be
or construed as a further or continuing waiver of any such condition or breach
or waiver of any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment of this
Agreement shall be valid and binding unless it be in writing and signed by
all
parties hereto.
3.4 Choice
of Law. This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of California including all matters of construction, validity,
performance, and enforcement and without giving effect to the principles of
conflict of laws.
3.5 Jurisdiction. The
parties submit to the jurisdiction of the Courts of the County of San Diego,
State of California or a Federal Court empanelled in the State of California
for
the resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration award.
3.6 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which shall together constitute one and the
same
instrument.
3.7 Attorneys'
Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration,
the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.
3.8 Taxes. Any
income taxes required to be paid in connection with the payments due hereunder,
shall be borne by the party required to make such payment. Any withholding
taxes
in the nature of a tax on income shall be deducted from payments due, and the
party required to withhold such tax shall furnish to the party receiving such
payment all documentation necessary to prove the proper amount to withhold
of
such taxes and to prove payment to the tax authority of such required
withholding.
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement, as of the date first written hereinabove.
SELLER
The
Small
Business Company, a Delaware Corporation
/s/
Xxxxxx Xxxxxxxx
_______________________________
By:
Xxxxxx Xxxxxxxxx
President
& CEO
PURCHASER
Frontier
Micro-Cap Fund, a Maryland Corporation
/s/
Xxxx
Xxxxxxxxxxxx
_______________________________
By
Xxxx
Xxxxxxxxxxxx
Title:
Portfolio Manager, President & Advisor
Tax
ID:
00-0000000
