STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") executed this 24th day of
August, 2006, is made and entered into by and between XXXXXXX X. XXXXXXXXX (the
"Purchaser") and HOME ENERGY SAVINGS CORP, a Nevada corporation, formerly known
as Elite Flight Solutions, Inc. (the "Seller"). To the greatest extent permitted
by applicable law, this Agreement shall be effective as of January 1, 2005
("Effective Date").
W I T N E S S E T H:
WHEREAS, Seller holds certain rights, title and interest in 51
shares of capital stock (the "Shares") of American Air Network Alaska, Inc., a
Nevada corporation ("AANA");
WHEREAS, to Seller's knowledge, no share certificates
representing the Shares were ever issued by AANA;
WHEREAS, the Purchaser desires to purchase from Seller all of
Seller's right, title and interest in the Shares (the "Purchased Shares"); and
WHEREAS, the Seller is willing to sell the Purchased Shares to
the Purchaser on the terms herein provided;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
Section 1. Agreement to Sell. Subject to the terms and
conditions hereof, the Seller agrees to sell and the Purchaser agrees to buy the
Purchased Shares.
Section 2. Closing.
(a) The closing of the transactions provided for herein (the
"Closing") shall take place at the offices of the Seller immediately following
the full execution of this Agreement (the "Closing Date").
(b) At the Closing or as soon as reasonably practicable
thereafter, Seller shall execute and deliver to the Purchaser the Assignment
attached hereto marked Exhibit A.
(c) At the Closing, Purchaser shall as the full purchase price
for the Purchased Shares, (i) pay the Seller the cash sum of $25,000 ($10,000 of
which has already been funded to Seller as a deposit), and (ii) execute and
deliver to Seller the promissory note attached hereto marked Exhibit B, and
(iii) cause AANA to execute and deliver to the Seller the security agreement
attached hereto marked Exhibit C.
1
Section 3. Representations and Warranties of the Seller. The
Seller represents and warrants to the Purchaser that Seller has all power and
authority necessary to execute and deliver this Agreement and perform its
obligations hereunder; to the Seller's knowledge, the execution, delivery and
performance of this Agreement by Seller will not conflict with, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the
Purchased Shares to be sold by it pursuant to the terms hereof, or constitute a
default under, any agreement, will or instrument, or any order, rule or
regulation of any court or governmental agency having jurisdiction over Seller
or its property; and no consent, authorization or order of, or filing or
registration with, any court or governmental agency is required for the
execution, delivery and performance of this Agreement by Seller. Seller further
represents that it has not sold, transferred, assigned or otherwise encumbered
or hypothecated its rights in the Purchased Shares. Except for the foregoing,
Seller makes no representations or warranties, express or implied, with respect
to any matter related to the Purchased Shares and Seller is only selling to
Purchaser whatever right, title and interest Seller has in the Purchased Shares.
Section 4. Representations and Warranties of the Purchaser.
(a) The Purchaser represents and warrants to the Seller that
the Purchaser has all power and authority necessary to execute and deliver this
Agreement and perform his obligations hereunder; the execution, delivery and
performance of this Agreement by the Purchaser will not constitute a default
under any agreement or instrument, or any order, rule or regulation of any court
or governmental agency having jurisdiction over the Purchaser or his property;
no consent, authorization or order of, or filing or registration with, any court
or governmental agency is required for the execution, delivery and performance
of this Agreement by the Purchaser.
(b) In entering into this Agreement and making the decision to
acquire the Purchased Shares, the Purchaser has relied solely upon the
representations of the Seller contained herein and information available to him
from AANA.
(c) The Purchaser is familiar with the financial position of
AANA.
(d) The Purchaser represents that the Purchased Shares are
being purchased for his own account, for investment purposes only, and not for
the account of any other person and not with a view to distribution, assignment
or resale to others, in whole or in part, and acknowledges that the sale of the
Purchased Shares is intended to be exempt from registration under the Securities
Act of 1933, as amended (the "Act"). The Purchaser agrees that he will not sell,
hypothecate or otherwise transfer any of the Purchased Shares unless they are
registered under the Act and applicable state securities laws, or an available
exemption from such registration requirements exists, and Purchaser represents
that he is able to bear the substantial economic risks of an investment in the
Purchased Shares for an indefinite period of time and can bear a complete loss
of the investment.
(e) The Purchaser has received such documents and information
as he has requested from AANA and has had an opportunity to ask questions of and
receive satisfactory answers from AANA or any of its authorized representatives,
concerning an investment in the Purchased Shares, and all such questions have
been answered to the Purchaser's full satisfaction.
(e) The Purchaser has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Purchased Shares and of protecting his own
interests in the transaction.
2
Section 5. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been given if sent by registered or certified mail, first class postage prepaid,
return receipt requested, to the address of such parties set forth on the
signature page of this Agreement or such other future address as may be
specified by any party by notice to the other party. Such communications may
also be given by personal delivery, by facsimile or by regular mail, but shall
be effective only if and when actually received.
Section 6. Amendment. This Agreement may not be modified,
amended, altered or supplemented except upon execution and delivery of a written
agreement executed by the parties hereto.
Section 7. Survival of Representations and Warranties. The
Purchaser and the Seller agree that their respective representations and
warranties contained in this Agreement shall survive the Closing Date and any
investigation made by the parties with respect thereto.
Section 8. Indemnification.
---------------
(a) Seller's Indemnity. Seller agrees to indemnify, defend and
hold Purchaser forever harmless from and against any and all liability, demands,
claims, actions, or causes of action, assessments, losses, costs, damages or
expenses, whether asserted or unasserted, direct or indirect, existing or
inchoate, known or unknown, having arisen or to arise in the future, including
reasonable attorney's fees and court costs, sustained or incurred by Purchaser
resulting from or relating to any breach of the representations, warranties or
covenants of Seller contained herein.
(b) Purchaser's Indemnity. Purchaser agrees to indemnify,
defend and hold Seller forever harmless from and against any and all liability,
demands, claims, actions, or causes of action, assessments, losses, costs,
damages or expenses (individually and collectively referred to as "Loss"),
whether asserted or unasserted, direct or indirect, existing or inchoate, known
or unknown, having arisen or to arise in the future, including reasonable
attorney's fees and court costs, sustained or incurred by Seller resulting from
or relating to the Purchased Shares or otherwise in any way related to AANA that
arose (i) after the date of execution of this Agreement (the "Execution Date"),
or (ii) during the period from and including the Effective Date through the
Execution Date, provided that any Loss accruing during such period only became
known to Seller following the Execution Date.
3
Section 9. Miscellaneous.
(a) This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada. The provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
successors, heirs, personal representatives and assigns.
(b) This Agreement may not be assigned without the prior
written consent of the partieshereto.
(c) This Agreement and any additional documents referenced
herein merge all prior negotiations and agreements between the parties relating
to the subject matter hereof and constitute the entire agreement between the
parties relating to such subject matter. No prior or contemporaneous agreements,
except as specified herein, written or oral, relating to such subject matter
shall be binding.
(d) Each party shall bear their own cost and expenses
(including attorneys' fees) incurred in connection with this Agreement and the
consummation of the transactions described herein.
Remainder of Page Left Blank
Signature Page Follows
4
IN WITNESS WHEREOF, the Purchaser and the Seller have executed this
Agreement as of the date and year first above written.
SELLER:
Address: HOME ENERGY SAVINGS CORP
000 Xxxxx Xxxxxx, Xxxxx 000 By: /s/ Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000 ---------------------------------
Attn: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
-------------------------------
Title: President
------------------------------
PURCHASER:
Address:
000 Xxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000 ------------------------------------
XXXXXXX X. XXXXXXXXX
5
EXHIBIT A
ASSIGNMENT
EXHIBIT B
PROMISSORY NOTE
EXHIBIT C
SECURITY AGREEMENT
