COMMON STOCK PURCHASE AGREEMENT Private and Confidential
Exhibit
10.4
Private
and Confidential
THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among Pelikin Group an entity with a principle
address of 000-000 Xxxxxx Xxxx X, Xxxxxxx, XX, X0X 0X0 (the “Buyer”) and Belmont
Partners, LLC a Virginia limited liability company with a principal address of
000 Xxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx 00000 (“Seller”), and Madrona Ventures,
Inc. a public vehicle organized in the state of Nevada and traded under the
symbol “MDRV” (the “Company”).
W I T N E
S S E T H:
WHEREAS,
the Seller owns a majority of the issued and outstanding capital stock of the
Company; and
WHEREAS,
the Company currently has six million five hundred twenty five thousand common
stock shares issued and outstanding and no preferred stock shares issued and
outstanding;
WHEREAS,
Seller owns a control block of stock consisting of five million (5,000,000)
common stock shares of the Company (the “Stock”);
WHEREAS,
Buyer wishes to purchase the Stock from Seller;
NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:
1. Agreement to Purchase and
Sell. Seller will sell to Buyer and Buyer agrees to purchase
the Stock and Consulting Services (as defined in Section 2(f) herein) in
exchange for three hundred ninety four thousand seven hundred U.S. dollars
($394,700.00) (the “Purchase Price”), to be paid to Seller according to the
terms and conditions set forth in Section 3 herein.
2. Closing. On
or about five (5) business days from the Effective Date (the “Closing”) the
Parties shall perform, in
order:
a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer;
b) Seller
shall deliver a fully executed copy of this Agreement to Buyer;
c) The Seller
shall wire the Purchase Price to Buyer as specified in Section 3
herein;
d) The
Company shall execute a resolution approving the terms of this Agreement through
which Buyer, or Buyer’s designee, is appointed as a Director and Officer of the
Company (the “Appointment”);
e) Seller
shall deliver to Buyer the Appointment;
f) Seller
shall provide consulting services to Buyer in order for Buyer to effectuate a
forward stock split and company name change through the appropriate regulatory
agency and state of incorporation (the “Consulting Services”);
g) Seller
shall deliver to Buyer, to the extent reasonably available to Seller, and after
the full performance of Section 3(a), true and correct copies of the Company’s
business, financial and corporate records including but not limited to:
correspondence files, bank statements, checkbooks, minutes of shareholder and
directors meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts; and,
h) Seller
shall deliver to Buyer, as soon as practicable after the full performance of
Sections 2(a) through 2(d) herein, the stock certificate(s) evidencing the
Stock.
3. Payment
Terms.
a) Buyer
shall wire the Purchase Price to Seller on or before the Closing
date.
b) The
Purchase Price shall be made by wire transfer of immediately available funds to
Seller’s account as follows:
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Bank
Name:
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Rappahannock
National Bank
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0
Xxxx Xxxx
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Xxxxxxxxxx,
Xxxxxxxx 00000
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Account
Name:
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Belmont
Partners, LLC
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Account
Number:
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0000000
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Routing
Number
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000000000
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c) In
consideration of the benefits provided to the Company hereby, Company and Buyer
agree to be jointly and severally liable for all amounts due hereunder and all
other obligations of this Stock Purchase Agreement.
4. Transfer
Agent. Buyer agrees that Pacific Stock Transfer, LLC (the
“Transfer Agent”) shall act as the Company’s sole transfer agency, and Transfer
Agent shall have full power and authority to act on behalf of the Company in
connection with the issuance, transfer, exchange and replacement of all of the
Company’s stock certificates.
5. Representations and
Warranties of Seller. Seller hereby represents and warrants,
for a period of twelve (12) months from the Effective Date, to Buyer that the
statements in the following paragraphs of this Section 5 are all true and
complete as of the date hereof:
a) Title to
Stock. Seller is the record and beneficial owner and has sole
managerial and dispositive authority with respect to the Stock and has not
granted any person a proxy that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to the Stock, free
and clear of all liens, security interests, adverse claims or other encumbrances
of any character whatsoever (“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Stock under applicable securities
laws).
b) Liabilities
of the Company. Seller makes no representation as to the existence or
non-existence of liabilities of the Company except as explicitly stated in this
Agreement. Buyer is solely responsible for conducting its own due diligence with
respect to the Company and its liabilities and for gathering enough information
upon which to base an investment decision in the Stock. Buyer
acknowledges that:
(i) Seller has
made no representations with respect to the Company or its status except as
explicitly stated in this Agreement; and,
(ii) the Company is being sold “as is”.
c) Full Power
and Authority. Seller represents that it has full power and authority to enter
into this Agreement.
6. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to
Seller that the statements in the following paragraphs of this Section 6 are all
true and complete as of the date hereof:
a) Affidavit
of Source of Funds. Prior to any wire transfer to Seller of
funds, Buyer shall execute an Affidavit of Source of Funds (attached hereto as
Exhibit 5), which attests that the funds to be transferred are not the proceeds
of nor are intended for or being transferred in the furtherance of any illegal
activity or activity prohibited by federal or state laws. Such activity may
include, but is not limited to: tax evasion; financial misconduct; environmental
crimes; activity involving drugs and other controlled substances;
counterfeiting; espionage; kidnapping; smuggling; copyright infringement; entry
of goods into the United States by means of false statements; terrorism;
terrorist financing or other material support of terrorists or terrorism; arms
dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any effort
by conspiracy or otherwise to defeat, defraud or otherwise evade, any party or
the Court in a bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the court or government or regulatory official;
bribery or any violation of the Foreign Corrupt Practices Act; trading with
enemies of the United States; forgery; or fraud of any kind. Buyer
further warrants that all transfers of monies will be in accordance with the
Money Laundering Control Act of 1986 as amended.
b) Exempt
Transaction. Buyer understands that the offering and sale of the
Stock is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Act”) and exempt from registration or qualification under
any state law.
c) Full Power
and Authority. Buyer represents that it has full power and authority
to enter into this Agreement.
d) Stock. The
Stock to be purchased by Buyer hereunder will be acquired for investment for
Buyer’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the
same.
e) Information
Concerning the Company. Buyer has conducted its own due diligence
with respect to the Company and its liabilities and believes it has enough
information upon which to base an investment decision in the
Stock. Buyer acknowledges that Seller has made no representations
with respect to the Company, its status, or the existence or non-existence of
liabilities in the Company except as explicitly stated in this
Agreement. Buyer is taking the Company “as is” and acknowledges and
assumes all liabilities of the Company.
f) Investment
Experience. The Buyer understands that purchase of the Stock involves
substantial risk. The Buyer:
(i) has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,
(ii) has such
knowledge and experience in financial, tax, and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protect
Buyer’s own interests in connection with the investment and to make an informed
investment decision with respect thereto.
g) No Oral
Representations. No oral or written representations have been made
other than or in addition to those stated in this Agreement. Buyer is not
relying on any oral statements made by Seller, Seller's representatives,
employee’s or affiliates in purchasing the Stock.
h) Restricted
Securities. Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.
i) Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the Company may
be required to obtain an opinion of counsel that such transfer may be made
pursuant to an applicable exemption under the Act. Buyer acknowledges
that a restrictive legend appears on the Stock and must remain on the Stock
until such time as it may be removed under the Act.
j) Shareholder
Value. Buyer represents that Buyer intends to implement a business
plan designed to return value to the shareholders of the Company.
k) Compliance. Buyer
shall comply with all applicable securities laws, rules and regulations
regarding this Agreement, the Merger and all related transactions, including but
not limited to filing any forms required by the U.S. Securities and Exchange
Commission.
7. Covenant Not to Xxx;
Indemnification.
a) In
consideration of this Agreement and the consideration to Buyer and Company
granted herein, Buyer and Company covenant and agree, for themselves and for
their agents, employees, legal representatives, heirs, executors or assigns (the
“Buyer Covenantors”), to refrain from making, directly or indirectly, any claim
or demand, or to commence, facilitate commencement or cause to be prosecuted any
action in law or equity against Seller, its members, officers, directors,
agents, employees, attorneys, accountants, consultants subsidiaries, successors,
affiliates and assigns (collectively the “Seller Covenantees”), on account of
any damages, real or imagined, known or unknown, which Buyer Covenantors ever
had, has or which may hereafter arise with respect to any and all disputes,
differences, controversies or claims arising out of or relating to this
Agreement and the transactions contemplated hereby, including but not limited to
any question regarding the existence, content, validity or termination of this
Agreement. The terms and conditions of this Section 7(a) shall be a complete
defense to any action or proceeding that may be brought or instituted by Buyer
Covenantors against the Seller Covenantees, and shall forever be a complete bar
to the commencement or prosecution of any action or proceeding with regard to
this Agreement by Buyer Covenantors against the Seller Covenantees.
b) Indemnification.
Buyer Covenantors shall indemnify and hold harmless the Seller
Covenantees from and against any and all losses, damages, expenses and
liabilities (collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, including
enforcement of this Agreement (collectively “Actions”) (Liabilities and Actions
are herein collectively referred to as “Losses”). Losses
include, but are not limited to all reasonable legal fees, court costs and other
expenses incurred in connection with investigating, preparing, defending,
paying, settling or compromising any suit in law or equity arising out of this
Agreement or for any breach of this Agreement notwithstanding the absence of a
final determination as to a Buyer’s obligation to reimburse any of
Seller Covenantees for such Losses and the possibility that such payments might
later be held to have been improper.
8. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, U.S.A. without giving
effect to any other choice or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the Commonwealth of
Virginia.
9. Merger and Exchange of
Stock. Buyer shall, as soon as practicable, and in no case
later than ten (10) days from the Closing, effect a merger (the “Merger”)
between the Company and a target corporation (the “Sub”). The Company
shall be the surviving corporation of the Merger, and shall continue unimpaired
by the Merger. Upon Merger, the Company shall succeed to and shall
possess all the assets, properties, rights, privileges, powers, franchises,
immunities and purposes, and be subject to all the debts, liabilities,
obligations, restrictions and duties of the Sub.
10. Term /
Survival. The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 5, 6, 7, 21 and 22 hereof shall
survive the termination of this Agreement.
11. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.
12. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement. A telefaxed copy of this Agreement shall be deemed an
original.
13. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
14. Costs, Expenses. Each
party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.
15. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy. All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.
16. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
17. Termination. Buyer
or Seller may, upon written notice to the other party, terminate this Agreement
upon their own discretion prior to any funds being received by the
Seller. Upon Seller’s receipt of any funds, this termination clause
is null and void.
18. Entire
Agreement. This Agreement constitutes the entire
agreement and understanding of the Parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.
19. Further
Assurances. From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
20. Notices. All notices
or other communications required or permitted by this Agreement shall be in
writing and shall be deemed to have been duly received:
a) if given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following
transmission,
b) if given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mails and
c) if given
by courier or other means, when received or personally delivered, and, in any
such case, addressed as indicated herein, or to such other addresses as may be
specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 20.
21. Xxxxxxx
Xxxxxxx. Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company. Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any xxxxxxx xxxxxxx of Company shares.
22. Binding
Arbitration. In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
[Balance
of Page Intentionally Left Blank]
[Signature
Page Follows]
In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.
SELLER BUYER
BELMONT
PARTNERS,
LLC PELIKIN
GROUP
/s/
Xxxxxx
Xxxxx /s/ Seijin
Ki
____________________________ _____________________________
By: Xxxxxx
Xxxxx, Managing
Member By:
Seijin Ki, _____________
Date:
______7/31/09___________ Date:
____7/31/09_______________
COMPANY
MADRONA
VENTURES, INC.
/s/
Xxxxxx Xxxxx
___________________________
By:
Xxxxxx Xxxxx, Director
Date:
_______7/31/09____________
EXHIBIT
1
UNANIMOUS
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
IN
LIEU OF A SPECIAL MEETING
In lieu of
a Special Meeting of the Board of Directors of Madrona Ventures, Inc., a
corporation organized in the State of Nevada (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:
WHEREAS, the Company has
determined that it is in the best interests of the Company to transfer a control
block of stock of the Company’s capital stock to Pelosini Group.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
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(a)
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it
is in the best interests of the Company to undertake the transaction
contemplated hereby; and,
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(b)
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the
transactions are hereby approved, ratified and confirmed;
and,
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(c)
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any
transfer agent acting for or on behalf of the Company or a Surviving
Company (a “Transfer Agent”) shall be entitled to rely upon these
resolutions to execute the issuance of the shares as aforesaid;
and,
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(d)
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the
effective date of all Shares transferred pursuant to this Board Resolution
shall be the Effective Date of the Stock Purchase Agreement and shall be
memorialized on the face of the certificates evidencing such shares;
and,
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(e)
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the
Company agrees to indemnify and hold harmless the Transfer Agent from and
against any and all claims, liabilities, losses, damages and expenses,
including fees and expenses of counsel, accountants and other advisors
(collectively, “Losses”), related thereto or arising out of or in
connection therewith the issuance of shares;
and,
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(f)
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the
value of all shares hereby transferred shall be par
value.
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Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.
IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.
______________________________
Xxxxxx Xxxxx,
Director
Date:
__________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2009, Xxxxxx Xxxxx personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
EXHIBIT
2
WRITTEN
SHAREHOLDERS CONSENT
IN
LIEU OF A SPECIAL MEETING
In lieu of
a Special Meeting of the Shareholders of Madrona Ventures, Inc., a corporation
organized in the State of Nevada (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:
WHEREAS, the Shareholder(s)
wish to approve the transfer a control block of the Company’s capital stock to
Pelosini Group.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
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(a)
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the
transactions contemplated above are hereby approved, ratified and
confirmed; and,
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(b)
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the
Shareholder(s) approve the transfer a control block of the Company’s
capital stock to Pelosini Group.
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Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.
IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.
By:
_____________________________
Xxxxxx
Xxxxx, Managing Member of Belmont Partners, LLC, Majority
Shareholder
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2009, Xxxxxx Xxxxx personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
Date:
_________________________
EXHIBIT
3
UNANIMOUS
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
IN
LIEU OF A SPECIAL MEETING
In lieu of
a Special Meeting of the Board of Directors of Madrona Ventures, Inc., a
corporation organized in the State of Nevada (the "Company"), the
undersigned, being all of the Directors of the Company, take the following
actions by unanimous written consent; said actions to have the same force and
effect as if adopted at a meeting of the Board of Directors duly called and
held:
WHEREAS, the Board wishes to
appoint Seijin Ki as the Director and President of the Company.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
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(a)
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it
is in the best interests of the Company to undertake the transactions
contemplated hereby; and,
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(b)
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the
transactions are hereby approved, ratified and confirmed;
and,
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(c)
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the
Company appoints Seijin Ki as the Director, President and Secretary of the
Company.
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Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.
IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the date executed below.
______________________________
Xxxxxx Xxxxx,
Director
Date:
__________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2009, Xxxxxx Xxxxx personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
Date:
_________________________
EXHIBIT
4
WRITTEN
SHAREHOLDERS CONSENT
IN
LIEU OF A SPECIAL MEETING
In lieu of
a Special Meeting of the Shareholders of Madrona Ventures, Inc., a corporation
organized in the State of Nevada (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:
WHEREAS, the Shareholder(s)
wish to nominate of Seijin Ki as the Director, President and Secretary of the
Company.
NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
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(a)
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the
transactions contemplated above are hereby approved, ratified and
confirmed; and,
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(b)
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the
Shareholder(s) approve the nomination of Seijin Ki as the Director,
President and Secretary of the
Company.
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Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.
IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the date executed below.
By:
_____________________________
Xxxxxx Xxxxx, Managing Member of Belmont Partners, LLC, Majority
Shareholder
Date:
____________________________
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2009, Xxxxxx Xxxxx personally appeared and is
known by me or has satisfactorily proven to be the person whose name is
subscribed within this instrument and acknowledged that he executed the same for
the purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
EXHIBIT
5
AFFIDAVIT
OF SOURCE OF FUNDS
Fax
form to: 000-000-0000
The
undersigned, Seijin Ki (“Transferor”), who being first duly sworn upon oath,
deposes and states as follows:
1.
Transferor hereby swears, warrants and affirms under pain and penalty of perjury
that the information in the following Affidavit of Source of Funds is true and
accurate, and all funds referenced herein are free of all claims, debts, liens
or contingent liabilities immediately prior to any transfer by Transferor to the
accounts of Belmont Partners, LLC, its agents or assigns (collectively
“Belmont”).
2.
Transferor does not contemplate filing for relief under the provision of any
applicable Bankruptcy Code, nor is Transferor involved in any situation that
Transferor reasonably anticipates would cause Transferor to file for relief
under any Chapter of any applicable Bankruptcy Code in the future. Transferor
further sears, warrants and affirms that any funds which Transferor may transfer
to the accounts of Belmont are not the proceeds of nor are intended for or being
transferred in the furtherance of any concealment of assets or any effort by
conspiracy or otherwise to defeat, defraud or otherwise evade, any party or the
Court in any bankruptcy proceeding, a receiver, a custodian, a trustee, a
marshal, or any other officer of the Court or government or regulatory official
of any kind.
3.
Transferor is not transferring assets in an attempt to defeat the collection of
any U.S. government obligation(s), U.S. government-backed obligation(s), or any
state, local, or national government (be it foreign or domestic) obligation(s)
and Transferor is aware that doing so may be a crime.
4. Transferor
hereby swears, warrants, and affirms that any funds which Transferor may
transfer to the accounts of Belmont are not the proceeds of nor are they
intended for or being transferred in the furtherance of any illegal activity or
activity prohibited by federal, state, local or foreign laws. Such activity may
include, but is not limited to: securities fraud or other financial misconduct
of any kind; tax evasion; environmental crimes; activity involving drugs or
other controlled substances; counterfeiting; espionage; kidnapping; piracy;
smuggling; copyright infringement; entry of goods into the United States by
means of false statements; terrorism; terrorist financing or other material
support of terrorists or terrorism; arms dealing; bank fraud; wire fraud; mail
fraud; bribery or any violation of the Foreign Corrupt Practices Act; theft;
embezzlement; misappropriation of public funds; violations of export or import
controls of the United States or any other nation; any crime of violence;
computer fraud and abuse; trading with enemies of the United States; forgery; or
fraud of any kind. Transferor further warrants that all transfers of funds will
be in accordance with the Money Laundering Control Act of 1986, as amended; the
Bank Secrecy Act of 1970, as amended; the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001, as amended; and all other
applicable federal, state, local and foreign laws, rules and
regulations.
5. Transferor
understands that Belmont acts in compliance with various laws and regulations
intended to detect and report unlawful financial transactions relating, but not
limited, to money laundering and terrorist financing. Transferor understands
that Belmont may disclose personal financial information relating to customers
and transactions to appropriate law enforcement agencies without providing
notice to the individual or object of any such investigation.
6. This
Affidavit applies to the Deposit of four hundred thousand ($400,000.00) which
will be transferred by Transferor to accounts of Belmont by (please check one) □wire
transfer or □check; and this Affidavit applies to the Balance of the Purchase
Price which will be transferred by Transferor to the accounts of Belmont by
(please check one)
□wire transfer or □check.
I HEREBY
SWEAR, WARRANT AND AFFIRM, UNDER PAIN AND PENALTY OF PERJURY THAT THE FOREGOING
STATEMENTS ARE TRUE AND CORRECT.
____________________________________
Signature
Seijin
Ki
Print Name
STATE OF
_____________________ COUNTY OF ___________________
On this
the ____ day of _____________, 2009, Seijin Ki personally appeared and is known
by me or has satisfactorily proven to be the person whose name is subscribed
within this instrument and acknowledged that he executed the same for the
purposes therein contained. In witness whereof I hereunto set my hand and
official seal.
________________________________
Notary
Public, Reg # ______________, My Commission Expires:____________
