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.
<PAGE>
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.
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