Exhibit 10.10
STOCK PURCHASE AGREEMENT
This Agreement is made and entered into this 29th day of October, 2003, but
is agreed to be effective as of the 30th day of September, 2003, by and between
Pioneer Financial Industries, Inc., a Nevada Corporation, ("PFI") with its
principal offices located at 000 X. Xxxxxxxx, Xxx. 000 Xxxx, XX 00000 and
Pioneer Financial Services, Inc., a Missouri Corporation, ("PFS") with its
principal offices located at 0000 Xxxxxxxxx, Xxx. 000, Xxxxxx Xxxx, XX 00000.
Pioneer Education Services, Inc., a Nevada Corporation, ("PES") with its
principal offices located at 0000 X. Xxxxxx Xxx Xx., Xxx. 000, Xxx Xxxxx, XX
00000 is a party to this Agreement to the extent of the representations and
warranties set forth herein.
Whereas PFI owns all of the outstanding stock of PES; and,
Whereas PFS is desirous of purchasing all of the stock of PES from PFI,
In consideration of the mutual covenants set forth below, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows, intending to be legally bound:
1 Agreement to Purchase. PFS agrees to purchase from PFI 50,000 shares of
the common stock of PES (the "Shares"), par value $1.00 per share, effective on
the date set forth above at a purchase price of $56,749.12. The Shares
constitute all of the issued and outstanding shares of any class of stock of
PES. Such Shares shall be duly and validly issued and, when issued, shall be
fully paid and non-assessable.
2 Closing and Payment of the Purchase Price.
2.1 The Closing shall take place at 10:00 AM on October 29, 2003 at
the offices of PFS, Suite 300, 4700 Belleview, Kansas City, MO or at such other
time and place as the parties may agree upon.
2.2 At the Closing PFS shall deliver in cash or other immediately
available funds to PFI the entire aggregate purchase price.
2.3 At the Closing, PFI shall deliver to PFS stock certificates, duly
endorsed for transfer, free and clear of any and all liens or encumbrances,
together with resignations of any and all officers and directors of PES as PFS
shall have designated in writing to PFI and PES at least one day prior to the
Closing.
3 Representations of the PFI. PFI hereby represents and warrants to the
PFS as follows:
3.1 PES is a corporation duly organized, legally existing and in good
standing under the laws of the state of Nevada. PES has the requisite corporate
power to own and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. PES has no subsidiaries,
and is not a member of any partnership or joint venture or
limited liability company. PES is qualified to do business in all jurisdictions
wherein the nature of its' activities require such qualification.
3.2 The entire authorized capital stock of PES consists of 1,000,000
common shares, par value $1.00 per share, of which 50,000 shares are issued and
presently outstanding.
3.3 PFI has furnished to PFS such financial statements and informa-
tion as the parties have deemed necessary and appropriate. Such financial
statements were prepared in accordance with PES's books and records and in
accordance with generally accepted accounting principles and fairly present the
financial position and results of the Company as of the dates and for the
periods indicated. The Company has no material liabilities or obligations, which
are not shown or provided for in such financial statements, except those arising
in the ordinary course of the Company's business.
3.4 This Agreement has been duly executed and delivered by PFI and
constitutes the legal, valid and binding obligation of PFI, enforceable in
accordance with its terms. The execution, delivery and performance of this
Agreement by PFI and the consummation by it of the transactions contemplated
hereby does not require the consent, waiver, approval, license or authorization
of any person, entity or public authority which will not have been obtained on
or prior to Closing.
3.5 Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the articles of incorporation or by-laws of either PFI or PES or any
subsidiary of either or violate, or be in conflict with, or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the maturity of
any debt or obligation pursuant to, or result in the creation or imposition of
any encumbrance upon any property or assets of either PFI or PES or any
subsidiary of either under any agreement or commitment to which PFI or PES or
any subsidiary of either is a party or by which PFI or PES or any subsidiary of
either is bound, or to which the property of PFI or PES or any subsidiary of
either is subject, or violate any federal or state statute or law, or any
judgment, decree, order, regulation or rule of any federal or state court or
domestic governmental authority.
3.6 PES has filed all tax returns of any nature which are required to
have been filed by the effective date of this Agreement. PES has paid all taxes
due shown on such tax returns. No tax returns of PES are under audit at this
time. PES is not a party to any tax sharing agreement with its parent or
affiliated corporations.
4 Representations of the PFS. PFS acknowledges that the Shares are being
offered and sold in reliance upon exemptions from federal and state securities
laws. In connection with these exemptions, PFS hereby represents and warrants to
PFI and to PES as follows:
4.1 The Shares will be acquired for PFS' own account for investment
and not with the view toward resale or distribution thereof.
4.2 PFS is able to bear the economic risks of an investment in the
Shares and is able to hold the Shares for an indefinite period of time.
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4.3 PFS and its officers and directors have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of an investment in PES.
4.4 PFS has taken the opportunity to conduct a due diligence investi-
gation of PES, has reviewed its financial and other records, and has had the
opportunity to ask questions of and receive answers from management of PES. All
such questions have been answered to the full satisfaction of PFS. PFS has
carefully evaluated the business of PES and the risks associated with this
investment.
4.5 PFS understands and acknowledges that the Shares have not been
registered with the U.S. Securities Exchange Commission or with any state
securities administrator. PFS acknowledges that PES is not subject to the
reporting requirements of the Securities Exchange Act of 1934. Accordingly, PES
is not obligated to make the filings and reports, or make publicly available the
information, which is a condition to the availability of Rule 144 promulgated
under the Securities Act of 1933.
4.6 PFS has taken all necessary corporate action to authorize the
execution of this agreement and the fulfillment of the transactions contemplated
herein.
5 Limitation on Transfer of Shares. PFS acknowledges and understands that
there are substantial restrictions on the transferability of the Shares under
federal and applicable state securities laws. Since the Shares will not be, and
PFS has no right to require that they be, registered under the Securities Act of
1933 or applicable state securities laws, the Shares may not be, and PFS agrees
that they shall not be, offered or sold unless such sale is exempt from
registration under the Securities Act and any applicable state securities laws.
PFS further acknowledges that PES is under no obligation to aid PFS in obtaining
any exemption from the registration requirements. PFS understands and agrees
that the Shares will bear and be subject to a legend referring to these
restrictions.
6 Termination of Agreement. The representations, warranties and covenants
of the parties shall survive the closing of the purchase of the Shares hereunder
for a period of two years.
7 General
7.1 Entire Agreement. This Agreement constitutes the entire agree-
ment of the parties, supersedes any prior terms sheets, letter of intent or
agreements, and may not be changed, nor any of its provisions waived, without
the written consent of all the parties.
7.2 Binding Effect. This Stock Purchase Agreement shall be binding
upon and inure to the benefit of PFI and its successors and assigns and shall
not be assignable by PFS without the prior written consent of the Company. This
Agreement shall inure to the benefit of PFS and shall be binding upon PFS and
its successors and assigns.
7.3 Missouri Law. This Agreement shall be construed in accordance
with and be governed by the laws of the State of Missouri without regard to
choice of law principles.
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7.4 Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been fully given if delivered personally or sent by certified
mail, postage prepaid, to the party to receive such notice at the address of the
Corporations, or to any other address or addresses as may hereafter be specified
by notice given by any of the above for itself to the others.
IN WITNESS WHEREOF, the parties hereto have agreed as of the day and year
first above written.
PIONEER FINANCIAL INDUSTRIES, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
ATTEST:
/s/ X.X. Xxxxxxxx
------------------------------
Name: X.X. Xxxxxxxx
Title: Vice President
PIONEER FINANCIAL SERVICES, INC.,
a Missouri corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President & C.O.O.
PIONEER EDUCATION SERVICES, INC.,
a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
ATTEST:
Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
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