RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT is made this 29th day of April, 2009 by and among
CHINA IVY SCHOOL, INC. a Nevada Company (the "Company"), and each of the
shareholders of YOUBANG HUMAN RESOURCES COMPANY, a Company of the People's
Republic of China ("Youbang").
RECITALS:
On March 6, 2009, the Company, acting through its wholly owned subsidiary, Su
Zhou Blue Tassel School consummated a Purchase and Sale Agreement (the "Purchase
Agreement") with all of the shareholders of Youbang (the "Youbang Shareholders")
pursuant to which the Company issued 20,000,000 shares of its common stock,
$.0000001 par value (the "Common Stock), to the Youbang Shareholders in
consideration of shares representing ninety percent (90%) of the outstanding
shares of Youbang (the "Youbang Shares").
After further investigation and due diligence, the Company and the Youbang
Shareholders have determined that the business interests of each are not served
by the continued ownership of Youbang by the Company. Consequently, the Company
and the Youbang Shareholders have determined to rescind the previous Purchase
and Sale Agreement, and to return all parties to their previous positions, as if
the transaction had not occurred.
NOW, THEREFORE, in consideration of the foregoing recitals, as well as the
mutual covenants hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I. RESCISSION PROVISIONS
1.1 RETURN OF SECURITIES. Simultaneously with the execution and delivery
hereof (i) the Company shall return to each Youbang Shareholder all of the
Youbang Shares delivered to the Company pursuant to the Purchase Agreement
together with all other rights, claims and interests it may have with respect to
Youbang or its respective assets and (ii) each Youbang Shareholder shall return
to the Company all shares of the Company issued to him pursuant to the Purchase
Agreement together with all other rights, claims and interests he or she may
have with respect to the Company or its respective assets.
ARTICLE II. THE COMPANY'S REPRESENTATIONS AND WARRANTIES
The Company hereby makes the following representations and warranties to the
Youbang Shareholders.
2.1 ORGANIZATION. The Company is a Company duly organized, validly
existing and in good standing under the laws of the State of Nevada.
2.2 AUTHORITY AND APPROVAL OF AGREEMENT.
(a) The execution and delivery of this Agreement by the Company and
the performance of all the Company's obligations hereunder have been duly
authorized and approved by all requisite corporate action on the part of the
Company pursuant to applicable law. The Company has the power and authority to
execute and deliver this Agreement and to perform all its obligations hereunder.
(b) This Agreement and any other documents, instruments and
agreements executed by the Company in connection herewith constitute the valid
and legally binding agreements of the Company, enforceable against the Company
in accordance with their terms, except that (i) enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application affecting the enforcement of the rights and remedies of
creditors; and (ii) the availability of equitable remedies may be limited by
equitable principles.
2.3 NO VIOLATIONS. Neither the execution, delivery nor performance of this
Agreement or any other documents, instruments or agreements executed by the
Company in connection herewith, nor the consummation of the transactions
contemplated hereby: (i) constitutes a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of the Company, any provision of any contract to which the Company may be
bound, any judgment or any law applicable to the Company; or (ii) will or could
result in the creation or imposition of any encumbrance upon, or give to any
third person any interest in or right to, the Youbang Shares to be returned by
the Company.
2.4 ABSENCE OF LIENS. All of the Youbang Shares to be returned by the
Company pursuant hereto are owned by the Company or its subsidiary free and
clear of all liens, charges, encumbrances or claims of any kind whatsoever,
except for restrictions imposed by federal or applicable state securities laws.
There are no outstanding offers, options, warrants, rights, calls, commitments,
obligations (verbal or written), conversion rights, plans or other agreements
(conditional or unconditional) of any character which provide for, require or
permit the sale, purchase or issuance of any shares of Youbang to be returned by
the Company.
ARTICLE III. YOUBANG SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES
Each of the Youbang Shareholders hereby makes the following representations and
warranties to the Company.
3.1 AUTHORITY AND APPROVAL OF AGREEMENT.
(a) Such Shareholder has the power and authority to execute and
deliver this Agreement and to perform all of his obligations hereunder.
(b) This Agreement and each of the other documents, instruments and
agreements executed by such Shareholder in connection herewith constitute the
valid and legally binding agreements of such Shareholder, enforceable against
him in accordance with their terms, except that: (i) enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws of general application affecting the enforcement of the rights and
remedies of creditors; and (ii) the availability of equitable remedies may be
limited by equitable principles.
3.2 NO VIOLATIONS. Neither the execution, delivery nor performance of this
Agreement or any other documents, instruments or agreements executed by such
Shareholder in connection herewith, nor the consummation of the transactions
contemplated hereby: (i) constitutes a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of Youbang, any provision of any contract to which Youbang or the
Shareholder may be bound, or any judgment or law applicable to Youbang or the
Shareholder; or (ii) will or could result in the creation or imposition of any
encumbrance upon, or give to any third person any interest in or right to, the
shares of the Company to be returned by such Shareholder.
3.3 ABSENCE OF LIENS. All of the Company's shares to be returned to the
Company by such Shareholder pursuant hereto are owned by such Shareholder free
and clear of all liens, charges, encumbrances or claims of any kind whatsoever,
except for restrictions imposed by federal or applicable state securities laws.
There are no outstanding offers, options, warrants, rights, calls, commitments,
obligations (verbal or written), conversion rights, plans or other agreements
(conditional or unconditional) of any character which provide for, require or
permit the sale, purchase or issuance of any shares of the Company to be
returned by the Company by such Shareholder.
ARTICLE IV. MUTUAL RELEASES.
4.1 BY THE COMPANY. The Company, on behalf of itself and each of its
subsidiaries (hereinafter, collectively referred to as "Company Releasor"),
hereby forever releases and discharges each of the Youbang Shareholders and
their respective heirs, successors, and assigns (collectively, the "Shareholder
Releasees") from any and all claims, demands, causes of action, and liabilities
of any kind whatsoever (upon any legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local, or otherwise), whether known or
unknown, that have been or could have been asserted as a result of or by reason
of any act, omission, transaction or occurrence up to and including the date of
the execution of this Agreement.
4.2 BY THE YOUBANG SHAREHOLDERS. Each Youbang Shareholder, on behalf of
himself and each of his successors and assigns (hereinafter, collectively
referred to as "Shareholder Releasor"), hereby forever releases and discharges
the Company and its subsidiaries, successors, and assigns (collectively, the
"Company Releasees") from any and all claims, demands, causes of action, and
liabilities of any kind whatsoever (upon any legal or equitable theory, whether
contractual, common-law, statutory, federal, state, local, or otherwise),
whether known or unknown, that have been or could have been asserted as a result
of or by reason of any act, omission, transaction or occurrence up to and
including the date of the execution of this Agreement.
ARTICLE V. INTERPRETATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
5.1 INTERPRETATION. Each warranty and representation made by a party in
this Agreement or pursuant hereto is independent of all other warranties and
representations made by the same party in this Agreement or pursuant hereto
(whether or not covering identical, related or similar matters) and must be
independently and separately satisfied. Exceptions or qualifications to any such
warranty or representation shall not be construed as exceptions or
qualifications to any other warranty or representation.
5.2 SURVIVAL. All representations and warranties made in this Agreement or
pursuant hereto shall survive the date hereof, the Closing, the consummation of
the transaction contemplated hereby and any investigation.
ARTICLE VI. MISCELLANEOUS
6.1 ENTIRE AGREEMENT. This Agreement sets forth all the promises,
covenants, agreements, conditions and understandings among the parties hereto
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements or conditions, expressed
or implied, oral or written, except as herein contained. No changes of or
modifications or additions to this Agreement shall be valid unless same shall be
in writing and signed by the parties hereto.
6.2 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon the
parties hereto, their beneficiaries, heirs and administrators. No party may
assign or transfer its interests herein, or delegate its duties hereunder,
without the written consent of the other parties.
6.3 AMENDMENT. The parties hereby irrevocably agree that no attempted
amendment, modification or change (collectively, "Amendment") of this Agreement
shall be valid and effective, unless the parties shall unanimously agree in
writing to such Amendment.
6.4 NO WAIVER. No waiver of any provision of this Agreement shall be
effective unless it is in writing and signed by the party against whom it is
asserted, and any such written waiver shall only be applicable to the specific
instance to which it relates and shall not be deemed to be a continuing or
future waiver.
6.5 GENDER AND USE OF SINGULAR AND PLURAL. All pronouns shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity of
the party or parties or their personal representatives, successors and assigns
may require.
6.6 COUNTERPARTS. This Agreement and any Amendments may be executed in one
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
6.7 HEADINGS. The article and section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of the Agreement.
6.8 GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Nevada.
6.9 FURTHER ASSURANCES. The parties hereto shall execute and deliver such
further instruments and do such further acts and things as may be reasonably
required to carry out the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year set forth above.
CHINA IVY SCHOOL INC.
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Chief Executive Officer
YOUBANG SHAREHOLDERS:
/s/ Yongxia Tan /s/ Xxxxxxx Xx
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Yongxia Tan Xxxxxxx Xx
/s/ Xxxxxx Xxxx /s/ Xxx Xx
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Xxxxxx Xxxx Xxx Xx
/s/ Xxxxxx Xxxxx /s/ Surong Gong
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Xxxxxx Xxxxx Surong Gong
/s/ Changgen Ma
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Changgen Ma
