Exhibit 5.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is dated this 29th day of August, 2006,
by and between International Imaging Systems, Inc., a Delaware
corporation ("Seller"), and Xxxxxx X. Xxxxxxxxx ("Buyer").
WHEREAS, Seller is the record and beneficial owner of 3,014,350 shares
(the "Shares") of common stock, par value $.001 per share, of
Renewable Assets, Inc., a Delaware corporation ("RAI"); and
WHEREAS, Buyer is a sophisticated investor and, as the president of
RAI, is familiar with the business and financial condition of RAI; and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, the Shares, upon the terms and subject to the
conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Seller hereby sells, conveys and transfers the Shares to Buyer. In
order to effect such sale and conveyance, simultaneous with the
execution of this Agreement, Seller is delivering to Buyer the
certificate evidencing the Shares, together with a stock power duly
executed in blank and such other documents as may be necessary or
appropriate to carry out the purpose and intent of this Agreement.
2. In consideration of the foregoing transfer and conveyance, Buyer
agrees to pay to Seller, simultaneous with the execution of this
Agreement, the sum of $100.
3. Seller represents and warrants to Buyer that:
(a) Seller is a corporation duly organized, validly existing and in
good standing under the laws of Delaware. Seller has all necessary
power to own all of its properties and assets and to carry on its
business as now being conducted. Seller has the corporate power to
execute, deliver and perform this Agreement, and has taken all action
required by law, its certificate of incorporation, its by-laws or
otherwise to authorize the execution and delivery of this Agreement.
The execution and delivery of this Agreement and the consummation of
the transaction contemplated herein do not violate any provision of
the certificate of incorporation or by-laws of Seller, or any
agreement, instrument, order, judgment or decree to which Seller is a
party or by which it is bound, or violate any restrictions of any kind
to which it is subject.
(b) Seller is the record and beneficial owner of the Shares, there are
no other shares of capital stock of RAI issued or outstanding, there
are no notes debentures or other securities issued or outstanding that
are convertible into shares of capital stock of RAI and there are no
agreements or understandings, written or oral, to issue or purchase
any shares of capital stock of RAI. The Shares are owned by Seller
free and clear of any liens, charges, encumbrances and adverse claims
and are not subject to any restrictions with respect to
transferability, except restrictions on transferability imposed under
federal and state securities laws. Upon transfer of the Shares to
Buyer hereunder, Buyer will acquire good and marketable title to the
shares free and clear of any lien, pledge, encumbrance, charge,
security interest claim or right of another.
(c) RAI has filed all tax returns required to be filed by it under the
laws of the United States, its jurisdiction of incorporation and each
jurisdiction in which it conducts or has conducted a material amount
of its business and has paid the taxes shown to be due under such
returns. RAI does not have any liability for taxes incurred but unpaid
or any other liability which in the aggregate exceed $2,500 except for
liabilities for legal fees in connection with federal security law
compliance that shall be satisfied by Seller. Except as set forth
herein, Seller makes no warranty or representation regarding the
financial condition or liabilities of RAI.
4. Buyer represents and warrants that:
(a) Buyer is a sophisticated investor and, as the president of RAI, is
aware of the business and financial condition of RAI. Without limiting
the generality of the foregoing, Buyer acknowledges that he is aware
that RAI has no tangible or intangible assets other than its
contractual relationship with Office Furniture Warehouse, Inc.
("OFW"), commissions receivable from OFW of approximately $2,500 and
RAI's legal name.
(b) Buyer will comply in all respects with the provisions of the
Securities Act of 1933, as amended (the "Act"), with respect to the
acquisition and subsequent transfer of the Shares. Without limiting
the generality of the foregoing, Buyer represents that he is acquiring
the Shares for investment for his own account and not with the view to
the distribution or resale thereof, and understands that the Shares
have not been registered with the Securities and Exchange Commission
under the Act and therefore may not be resold unless registered under
the Act or pursuant to an exemption therefrom.
5. The representations and warranties made in this Agreement shall
survive the execution and delivery of this Agreement.
6. Each of the parties hereto represents and warrants to the other
party that there are no claims for brokerage commission's or finder's
fees in connection with the transaction contemplated hereby resulting
from any action by such party.
7. No party hereto shall be liable for or required to pay any
liabilities or expenses incurred by the other in connection with this
Agreement or the transaction contemplated hereby, all of which shall
be borne and paid by the party incurring them, except that Seller
shall be liable for any expenses or liabilities of RAI in connection
with this Agreement or the transaction contemplated hereby.
8. This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware.
9. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective permitted successors and
assigns. No party hereto may assign any of its rights or obligations
hereunder without the prior written consent of the other party hereto.
10. This Agreement may be executed in one or more counterparts, and
shall become effective when one or more counterparts have been signed
by each of the parties hereto.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above written.
INTERNATIONAL IMAGING SYSTEMS, INC.
By: /s/ C. XXX XXXXX
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C. Xxx Xxxxx, Chief Executive Officer
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
