STOCK ACQUISITION AGREEMENT
This
Stock Acquisition Agreement (“Agreement”) is entered into by and between Xxxxxxx
Xxxxxxxx, an individual (“Seller”) and China Printing, Inc., a Nevada
corporation (“CHPR” or “Buyer”) as of September 19, 2005. This Agreement
specifies the terms and conditions surrounding the acquisition by CHPR of 100%
of the capital stock of CYIOS Corporation, a District of Columbia corporation
(“CYIOS”).
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1.
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Acquisition.
As of the date of this Agreement, Seller hereby conveys to Buyer
100% of
the capital stock of CYIOS in exchange for 19,135,000 shares of common
stock of CHPR (the “Shares”). Buyer’s right to receive the Shares may be
assigned by Buyer freely as per the accompanying Schedule 1 to this
Agreement. The Shares will be restricted shares of CHPR and will
be
stamped with an appropriate restrictive legend. Buyer acknowledges
that
the shares may not be sold or hypothecated without registration or
an
appropriate exemption from registration. The legend shall read in
substance as follows: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY STATE SECURITIES
LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED. OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR
LAWS, OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT, IN THE CIRCUMSTANCES, REQUIRED UNDER SAID
ACT”.
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2.
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Buyer’s
Representations.
Buyer is a corporation of the State of Nevada in good standing. Buyer
has
1,714,406 shares of common stock outstanding and 911,533 shares of
Series
A Preferred Stock outstanding. Buyer has 100,000,000 common shares
authorized and 5,000,000 shares of Series A Preferred Stock Authorized.
These shares are convertible to the company’s common stock on a 30 to 1
basis. There are 78,332 options issued and outstanding to purchase
Buyer’s
common stock. There are no other options or warrants of any kind.
There is
no material information or changes to Buyer’s business which have not been
reflected in Buyer’s public filings with the Securities and Exchange
Commission. Buyer is current in all tax filing and tax payments to
the
Federal, State and Local governments. Buyer is authorized to do business
in every jurisdiction in which it does business. Buyer is not the
subject
of any regulatory investigation, audit, administrative procedure
or
lawsuit of any kind, nor does Buyer have any knowledge of any basis
for
the same. Buyer is in compliance with all laws and requirements to
operate
its business, including any environmental laws. All material contracts
and
obligations of any kind in excess of $5000 in the aggregate have
been
disclosed in the Buyer’s public filings or in Schedule 2 attached hereto.
Buyer has full authority to enter into this Agreement and this Agreement
does not violate the contractual rights of any other
party.
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3.
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CYIOS
& Seller Representations.
CYIOS is a corporation under the laws of the District of Columbia
in good
standing. CYIOS has 100,000 shares of common stock outstanding, 100%
of
which are held by Seller. There are no shares of preferred stock
authorized. There are no warrants or options to purchase CYIOS shares.
The
audited financial statements of CYIOS attached hereto as Schedule
3 are
complete and accurate and there have been no material changes to
CYIOS
that are not reflected in the statements. CYIOS is current in all
tax
filing and tax payments to the Federal, State and Local governments.
CYIOS
is authorized to do business in every jurisdiction in which it does
business. Buyer is not the subject of any regulatory investigation,
audit,
administrative procedure or lawsuit of any kind, nor does CYIOS have
any
knowledge of any basis for the same. CYIOS is in compliance with
all laws
and requirements to operate its business, including any environmental
laws. All material contracts and obligations of any kind in excess
of
$5000 in the aggregate have been disclosed in Schedule 2 attached
hereto.
CYIOS and Seller have full authority to enter into this Agreement
and this
Agreement does not violate the contractual rights of any other
party.
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4.
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Breach
of Representations.
The Buyer shall be strictly held to any representation contained
herein.
In addition to any other available rights, any breach of any
representation by Buyer for a period of 2 years from the date of
this
Agreement shall result in Seller’s right to an immediate rescission of
this Agreement. Any breach of Seller’s representations shall afford the
same rights as indicated above, but only for a period of one year
from the
date of this Agreement.
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5.
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Condition
Precedent.
Within 5 days of the date of this Agreement, Buyer shall have caused
its
debts listed on Schedule 5 attached hereto to be assumed by Aero
Financial, Inc., a Maryland corporation, in exchange for 1,100,000
shares
of Common Stock of the Buyer or Seller shall have the right to rescind
this transaction.
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6.
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Notices.
Any notice, demand, claim or other communication under this Agreement
shall be in writing and delivered personally or sent by certified
mail,
return receipt requested, postage prepaid, or sent by facsimile or
prepaid
overnight courier to the parties at the addresses as follows (or
at such
other addresses as shall be specified by the parties by like
notice):
Such notice shall be deemed delivered upon receipt against acknowledgment
thereof if delivered personally, on the third business day following
mailing if sent by certified mail, upon transmission against confirmation
if sent by facsimile and on the next business day if sent by overnight
courier.
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7.
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Entire
Agreement; Incorporation.
This Agreement and the documents and instruments and other agreements
among the parties hereto as contemplated by or referred to herein
contain
every obligation and understanding between the parties relating to
the
subject matter hereof and merges all prior discussions, negotiations,
agreements and understandings, both written and oral, if any, between
them, and none of the parties shall be bound by any conditions,
definitions, understandings, warranties or representations other
than as
expressly provided or referred to herein. All schedules, exhibits
and
other documents and agreements executed and delivered pursuant hereto
are
incorporated herein as if set forth in their entirety
herein.
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8.
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Binding
Effect.
This Agreement shall be binding upon and inure to the benefit of
the
parties hereto and their respective successors, heirs, personal
representatives, legal representatives, and permitted
assigns.
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9.
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Assignment.
This Agreement may not be assigned by any party without the written
prior
consent of the other parties.
Subject to the preceding sentence, this Agreement shall be binding
upon
and shall inure to the benefit of the parties hereto and their respective
successors
and permitted assigns.
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10.
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Waiver
and Amendment.
Any representation, warranty, covenant, term or condition of this
Agreement which may legally be waived, may be waived, or the time
of
performance thereof extended, at any time by the party hereto entitled
to
the benefit thereof, and any term, condition or covenant hereof
(including, without limitation, the period during which any condition
is
to be satisfied or any obligation performed) may be amended by the
parties
thereto at any time. Any such waiver, extension or amendment shall
be
evidenced by an instrument in writing executed on behalf of the party
against whom such waiver, extension or amendment is sought to be
charged.
No waiver by any party hereto, whether express or implied, of its
rights
under any provision of this Agreement shall constitute a waiver of
such
party’s rights under such provisions at any other time or a waiver of such
party’s rights under any other provision of this Agreement. No failure
by
any party thereof to take any action against any breach of this Agreement
or default by another party shall constitute a waiver of the former
party’s right to enforce any provision of this Agreement or to take action
against such breach or default or any subsequent breach or default
by such
other party.
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11.
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Severability.
In the event that any one or more of the provisions contained in
this
Agreement, or the application thereof, shall be declared invalid,
void or
unenforceable by a court of competent jurisdiction, the remainder
of this
Agreement shall remain in full force and effect and the application
of
such provision to other Persons or circumstances will be interpreted
so as
reasonably to effect the intent of the parties hereto.
The parties further agree to replace such invalid, void or unenforceable
provision with a valid and enforceable provision that will achieve,
to the
extent possible, the economic, business and other purposes of such
invalid, void
or unenforceable provision.
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12.
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Counterparts.
This
Agreement may be executed in any number of counterparts, each of
which
shall be deemed an original but all of which together shall constitute
one
and the same instrument. Facsimile signatures shall be deemed valid
and
binding.
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13.
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Choice
of Law.
This Agreement shall be subject to the laws of the State of Nevada
without
regard to conflicts of laws provision and each party agrees to be
bound to
the jurisdiction of the courts of Xxxxx County, Nevada and venue
shall be
proper therein.
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[Signature
Page to Follow]
IN
WITNESS WHEREOF,
the
parties hereto have each executed and delivered this Agreement as of the day
and
year first above written.
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By:
/s/ Xxxxxxx Xxxxxxxxx
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President
and CEO
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Cyios
Corporation
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By:
/s/ Xxxxxxx Xxxxxxxx
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President
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XXXXXXX
XXXXXXXX
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By:
/s/ Xxxxxxx Xxxxxxxx
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An
Individual
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