Share Exchange Agreement



 Exhibit 10.14 
 SHARE EXCHANGE AGREEMENT 
 THIS SHARE EXCHANGE AGREEMENT is made and entered into as of the
     day of April, 2009, by and among Home School, Inc. (“HSI”), the stockholders of HSI (the “Sellers”), and Narayan Capital Corp. (“NCC”). 
 W I T N E S S E T H : 
 WHEREAS, The Sellers collectively own 100% of the issued
and outstanding common stock of HSI as set forth on Exhibit A attached hereto; 
 WHEREAS, NCC is registered pursuant to
Section 12(g) of the Exchange Act and subject to the reporting requirements of Section 13 of the Exchange Act; and 
 WHEREAS, NCC
desires to reorganize itself by causing it to issue to the Sellers      shares of NCC’s common stock thereby diluting the existing shareholders’ interest in NCC to 1.5% in exchange for the Sellers’ transfer of
their 100% ownership interest in HSI to NCC, thereby making HSI a wholly owned subsidiary of NCC, and by changing the name of NCC to “Home School Holdings, Inc.” 
 NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and other good and valuable consideration, the receipt and
sufficiency of which the parties acknowledge, the parties hereby agree as follows: 
 ARTICLE I 
 PRELIMINARY MATTERS 
 Section 1.01. Recitals. The parties acknowledge that the recitals set forth above in the preamble are correct, and are, by this reference, incorporated herein and are made a part of this Agreement. 
 Section 1.02. Exhibits and Schedules. Exhibits (which are documents to be executed and delivered at the Closing by the party identified
therein or in the provision requiring such delivery) and Schedules (which are attachments setting forth information about a party identified therein or in the provision requiring such attachment) referred to herein and annexed hereto are, by this
reference, incorporated herein and made a part of this Agreement, as if set forth fully herein. 
 Section 1.03. Use of words and
phrases. The words “herein,” “hereby,” “hereunder,” “hereof,” “hereinafter” and any other equivalent words refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision hereof. The words, terms and phrases defined herein and any pronoun used herein shall include the singular, plural and all genders. The word “and” shall be construed as a coordinating conjunction unless the context clearly
indicates that it should be construed as a copulative conjunction. 
 Section 1.04. Accounting terms. All accounting terms not
otherwise defined herein shall have the meanings assigned to them under generally accepted accounting principles. 
 Section 1.05.
Calculation of time lapse or passage; Action required on holidays. When a provision of this Agreement requires or provides for the calculation of the lapse or 

  

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passage of a time period, such period shall be calculated by treating the day on which the event which starts the lapse or passage occurs as zero; provided,
that this provision shall not apply to any provision which specifies a certain day for action or payment, e.g. the first day of each calendar month. Unless otherwise provided, the term “month” shall mean the actual calendar month indicated
and the term “year” shall mean a period of 365 days. If any day on which action is required to be taken or payment is required to be made under this Agreement is not a Business Day (Business Day being a day on which national banks are open
for business where the actor or payor is located), then such action or payment shall be taken or made on the next succeeding Business Day. 
 Section 1.06. Use of titles, headings and captions. The titles, headings and captions of articles, sections, paragraphs and other subdivisions contained herein are for the purpose of convenience only and are not intended to
define or limit the contents of said articles, sections, paragraphs and other subdivisions. 
 ARTICLE II 
 TERMS OF THE TRANSACTION 
 Section 2.01. Share Exchange transaction. 
 (a) On the terms and subject to the conditions set forth in this Agreement,
on the Closing Date, NCC shall issue to the Sellers as set forth on Exhibit A attached hereto
                                 (    ) fully paid and non-assessable
shares of common stock of NCC representing 98.5% of the issued and outstanding shares of common stock of NCC, including any of HSI’s option and warrant holders and holders of convertible debt, in exchange for 100% of HSI’s issued and
outstanding shares of capital stock, consisting of 289,599,665      shares of common stock, 73,949,760      shares subject to the stock options and warrants and _22,402,121     shares
subject to convertible debt (the “Share Exchange”). On the Closing Date, NCC file amended and restated articles of incorporation and adopt amended and restated bylaws in the forms attached hereto as Exhibit B and the name of NCC
shall be changed to “Home School Holdings, Inc.” 
 (b) On the Closing Date, the Existing Shareholders shall own [[1.5%]]
                                 (    ) shares of common stock of
NCC representing 1.5% of the issued and outstanding shares of common stock of NCC on a fully-diluted basis, including without limitation, any shares issuable to option and warrant holders and holders of convertible debt or other convertible
securities of NCC. 
 (c) On the Closing Date, HSI shall pay Fifty Thousand Dollars ($50,000) to the Existing Shareholders as purchase price
consideration for the Share Exchange (the “Cash Payment”). 
 (d) On the Closing Date, HSI shall be acquired and shall become a
wholly owned subsidiary of NCC and all liabilities and obligations of NCC in existence on the Closing Date shall be paid in full. 
 Section 2.02 Exchange of Stock Certificates. 
 (a) The identity and address of the stock transfer agent (the
“Exchange Agent”) will be disclosed at a reasonable time after the Closing Date. 
 (b) NCC will, promptly after the Closing Date,
issue and deliver to the 

  

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Exchange Agent the share certificates representing shares of NCC’s Common Stock (each a “New Certificate”). 
 (c) The Exchange Agent, upon receiving the items specified in subsection (b) hereof, shall promptly mail to each holder of one or more certificates
formerly representing HSI Common Stock a notice notifying such holder to surrender his, her or its certificate or certificates to the Exchange Agent for exchange. Such notice shall be mailed to holders by regular mail at their addresses on the
records of HSI. 
 (d) Upon receipt from a former shareholder of HSI of certificates representing shares of HSI’s Common Stock, the
Exchange Agent shall forward to such former shareholder of HSI (i) a New Certificate representing his, her or its shares of Public Company Common Stock, and (ii) dividends, if any, declared thereon subsequent to the Effective Date (without
interest). 
 (e) If any New Certificate is to be issued in a name other than that in which the certificate formerly representing HSI’s
Common Stock (an “Old Certificate”) and surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall pay to the
Exchange Agent any transfer or other taxes required by reason of the issuance of the New Certificate in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of the Exchange Agent that
such tax has been paid or is not payable. 
 (f) In the event that any Old Certificates have not been surrendered for exchange in accordance
with this Agreement on or before the second anniversary of the Closing Date, NCC may at any time thereafter, with or without notice to the holders of record of such Old Certificates, sell for the accounts of any or all of such holders any or all of
the shares of HSI’s Common Stock which such holders are entitled to receive under this Section (the “Unclaimed Shares”). Any such sale may be made by public or private sale or in such manner and at such times as NCC shall determine.
NCC shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the
unsurrendered Old Certificates, whose unclaimed shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed
Shares have been sold shall be the right to collect the net sale proceeds held by NCC for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by NCC. 
 (g) If any Old Certificates are not surrendered prior to the date on which such certificates would otherwise escheat to or become the property of any
governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NCC (and to the extent not in its possession shall be paid over to it), free and clear of all
claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither NCC nor its agents or any other person shall be liable to any former holder of HSI’s Common Stock for 

  

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any property delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. 
 (h) All cash and shares of NCC issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights
pertaining to such shares of HSI’s Common Stock and there shall be no further registration of transfers on the records of NCC of shares of HSI’s Common Stock that were outstanding immediately prior to the Closing Date. If, after the
Closing Date, Old Certificates are presented to NCC for any reason, they shall be canceled and exchanged as provided in this Section. 
 (i)
In the event that any Old Certificates shall have been lost, stolen or destroyed, NCC shall issue in exchange for such lost, stolen or destroyed Old Certificates, upon the making of an affidavit of that fact by the holder thereof, the cash and/or
certificates representing the shares of NCC’s Common Stock that the shares of HSI were converted into and any dividends or distributions payable pursuant thereto; provided, however, that, as a condition precedent to the issuance of such cash
and certificates representing shares of HSI’s Common Stock and other distributions, the owner of such lost, stolen or destroyed Old Certificates shall indemnify NCC against any claim that may be made against NCC with respect to the Old
Certificates alleged to have been lost, stolen or destroyed. 
 Section 2.03. Federal income tax treatment. It is the mutual
expectation of the parties that the Share Exchange will qualify as a tax-free reorganization under section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that the business combination contemplated hereby be
accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of HSI, pursuant to which HSI is treated as the continuing entity. 
 Section 2.04. Transaction costs. Each party shall pay all costs and expenses which it incurs in connection with this Agreement and the
transactions contemplated hereby. 
 Section 2.05. Press releases. No party will issue a press release regarding the subject
matter of this Agreement and the transaction contemplated hereby, either before or after closing, without the prior approval thereof by the other party and its counsel. 
 ARTICLE III 
 CLOSING OF THE TRANSACTION 
 Section 3.01. Location, date and time of the Closing. The Closing of the transaction contemplated by this Agreement shall take place on
[[on or before May 7, 2009]], at 10:00 a.m. Chicago, Illinois time ("Closing Date”). The Closing shall take place at a location agreed to by the parties. The acts and deliveries which occur on the Closing Date for the purpose
of consummating the transactions contemplated by this Agreement and the event itself are referred to herein as the “Closing”. 
 Section 3.02. NCC’s deliveries at the Closing. At the Closing, NCC will deliver to HSI: 
  

	 	(a)	Certificate of good standing of NCC; 

  

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	 	(b)	Officer’s and Secretary’s and Certificates of NCC in the form set forth in Exhibits “A” and “B”, respectively; 

  

	 	(c)	An action by written consent of NCC’s board of directors approving the Share Exchange; 

  

	 	(d)	A resignation from each and every member of NCC’s board of directors, officers and employees, together with cancellation of any and all employment and compensation agreements
with the consent of the employee; and 

  

	 	(e)	Articles of Share Exchange. 

 Section 3.03.
HSI’s deliveries at the Closing. At the Closing, HSI will deliver to the stockholders of NCC: 
  

	 	(a)	Certificate of good standing of HSI; 

  

	 	(b)	Officers’ and Secretary’s Certificates of HSI in the form set forth in Exhibits “A” and “B”, respectively; 

  

	 	(c)	An action by written consent of HSI’s board of directors approving the Share Exchange; and 

  

	 	(d)	Articles of Share Exchange. 

  

	 	(e)	The Cash Payment by certified check or wire transfer in immediately available funds. 

 Section 3.04. Closing Memorandum and receipts. As evidence that all parties deem the Closing to have been completed and the transactions contemplated by this Agreement to have been consummated, the parties
jointly will execute and deliver a Closing Memorandum, in the form of Exhibit “C”, acknowledging such completion and consummation. 
 Section 3.05. Waiver of conditions. Notwithstanding Section 11.03, any condition to the Closing which is to the benefit of any party and which is not satisfied prior to or at the Closing, excluding nevertheless any
provision of this Agreement which by its terms is to be performed in the future, will be deemed to be waived by the benefited party or otherwise satisfied and waived by virtue of that party executing the Closing Memorandum, except to the extent any
such unsatisfied or unperformed condition is expressly preserved by listing it in the Closing Memorandum for satisfaction or performance after the Closing. 
 Section 3.06. Further assurances. At any time and from time to time after the Closing, at the reasonable request of any party and without further consideration, the other party shall execute and deliver
such other instruments and documents reasonably desirable or necessary to complete and confirm the transactions contemplated by this Agreement. 
 Section 3.07. Conditions precedent to HSI’s obligation to Close. All obligations of NCC hereunder are subject, at the option of HSI, to the fulfillment of each of the following conditions at or prior to the Closing, and NCC
shall exert commercially reasonable efforts to cause each such condition to be so fulfilled: 
  

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 (a) All representations and warranties of NCC contained herein and in any document delivered pursuant
hereto shall be true and correct in all material respects when made and shall be deemed to have been made again and given at and as of the date of the Closing of the transactions contemplated by this Agreement, and shall then be true and correct in
all material respects, except for changes in the ordinary course of business after the date hereof in conformity with the representations, covenants and agreements contained herein. 
 (b) All covenants, agreements and obligations required by the terms of this Agreement to be performed by NCC at or before the Closing shall have been
duly and properly performed in all material respects to HSI’s reasonable satisfaction. 
 (c) Since the date of this Agreement there
shall not have occurred any material adverse change in NCC’s operating or financial condition, prospects (financial or otherwise), business, properties or assets which may cause a reasonable investor to make a different investment decision
regarding an investment in NCC. 
 (d) All documents required to be delivered to HSI at or prior to the Closing shall have been so delivered.

 (e) The transaction contemplated by this Agreement shall have been approved in writing by NCC’s board of directors. 
 (f) NCC shall have not suffered or incurred a material damage, destruction or loss not fully covered by insurance and which has a materially adverse
affect on its business and operations. 
 (g) HSI shall have received a certificate of good standing for NCC. 
 (h) HSI shall have received audited financial statements of NCC at and for the years ended December 31, 2007 and 2008, prepared in accordance with
generally accepted accounting principles. 
 Section 3.08. Conditions precedent to NCC’s obligation to Close. All
obligations of NCC at the Closing are subject, at the option of NCC, to the fulfillment of each of the following conditions at or prior to the Closing, and HSI shall exert commercially reasonable efforts to cause each such conditions to be so
fulfilled. 
 (a) All representations and warranties of HSI contained herein or in any document delivered pursuant hereto shall be true and
correct in all material respects when made and as of the Closing. 
 (b) All covenants, agreements and obligations required by the terms of
this Agreement to be performed by HSI at or before the Closing shall have been duly and properly performed in all material respects to NCC’s reasonable satisfaction. 
 (c) All documents required to be delivered to NCC at or prior to the Closing shall have been so delivered. 
 (d) The transactions contemplated by this Agreement shall have been approved in writing by HSI’s board of directors. 
 (e) NCC
shall have received a certificate of good standing for HSI. 
 (f) NCC shall have received audited financial statements of HSI for the years
ended December 31, 2007 and 2008 and pro forma combined consolidated financial 

  

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statements of HSI and NCC for the year ended December 31, 2008 prepared in accordance with generally accepted accounting principles. 
  

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 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF THE PARTIES 
 Section 4.01. Representations and warranties
of NCC. NCC (as used in the following representations and warranties with respect to status or condition, “NCC” includes every subsidiary of NCC, all of which are identified in Schedule A) represents and warrants to HSI, as follows:

 (a) NCC and each subsidiary is a duly organized and an existing entity in good standing under the laws of its state of incorporation and
has full corporate power to execute, deliver and perform this Agreement. 
 (b) NCC and each subsidiary is qualified to do business and in
good standing in each state and jurisdiction in which the nature of its activities and ownership of property require it to be qualified as a foreign corporation. 
 (c) All information set forth in registrations and reports filed by NCC pursuant to §§12(g) and 13 under the Exchange Act contain accurate and complete material information as required by such registrations
and reports as of the date of such information reflected therein, except as amended or modified in writing delivered by NCC to HSI; and, all the information NCC has filed through the SEC’s EDGAR website http://www.sec.gov relating to NCC was,
to the best knowledge of NCC, on the date reflected in each such item of information accurate in all material respects and, to the best knowledge of NCC, such information at the date hereof taken as a whole provides full and fair disclosure of all
material information relating to NCC and does not, to the best knowledge of NCC, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 (d) This Agreement has been duly and validly authorized, executed and delivered by NCC and constitutes the legal, valid and binding obligation of NCC
enforceable against it, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of, relating to or affecting stockholders and creditors rights generally and to general equitable
principles. 
 (e) To the best knowledge of NCC, the execution of this Agreement and consummation of the transactions contemplated hereby
does not conflict with and will not result in any adverse consequences to or material breach of any agreement (financing or otherwise), mortgage, instrument, judgment, decree, law or governmental regulation, license, permit or authorization by NCC
or in the loss, forfeiture or waiver of any rights, license, authorization or franchise owned by NCC, from which NCC benefits or which is desirable in the conduct of NCC’s business. 
 (f) To the best knowledge of NCC, except for such actions as may have been taken and the filing of the “Super 8-K, including the audited HSI
consolidated financial statements for the years ended December 31, 2007 and December 31, 2008 and the pro forma combined consolidated financial statements of NCC and HSI for the year ended December 31, 2008, no further action by or
before any governmental body or authority of the United States of America or any state or subdivision thereof or any self-regulatory body to which NCC is subject is required in connection with the execution and delivery of this Agreement by NCC and
the consummation of the transactions contemplated hereby. 
 (g) NCC has not conducted any business activity since inception. 
  

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 (h) Neither NCC nor any of its employees, to NCC best knowledge, has since inception given or agreed to
give any gift or similar benefit valued at more than $20 annually to any customer, supplier, governmental employee or other person who is or may be or have been in a position to help or hinder NCC’s business, or a gift or similar benefit in any
amount or value which might subject NCC to damage or penalty in civil, criminal or governmental litigation or proceedings. 
 (i) NCC’s
audited financial statements delivered to HSI have been prepared in accordance with generally accepted accounting principles consistently applied and maintained throughout the periods indicated, fairly present the financial condition of NCC in all
material respects at the dates and the results of operations for the periods indicated, contain all normally recurring adjustments and do not omit to disclose any contingent, undisclosed or hidden liabilities. 
 (j) NCC does not own any properties or assets, including intangible assets, which are not reflected on its most recent balance sheet and none of which
are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise,
except as expressly set forth in the notes to NCC’s financial statements as securing specific liabilities or subject to specific capital leases and have arisen only in the ordinary course of business. All of the properties and assets owned,
leased or used by NCC are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for NCC’s current operations and are directly related to NCC’s business. 
 (k) NCC does not have any material contracts, agreements, leases, licenses and commitments, other than those which have been fully performed. 

(l) There is no claim, legal action, suit, arbitration, governmental investigation, or other legal or administrative proceeding, nor any order,
decree, judgment or judgment in progress, pending or in effect, or to NCC’s knowledge, threatened, against or relating to NCC, its directors, officers or employees with respect to NCC or its business or for which NCC may have an indemnity
obligation, it properties, assets or business or the transaction contemplated by this Agreement and NCC does not know or have any reason to be aware of any basis for the same, including any basis for a claim of sexual harassment or racial or age
discrimination. 
 (m) All taxes, including without limitation, income, property, special assessments, sales, use, franchise, intangibles,
employees’ income withholding and social security taxes, including employer’s contribution, other than those for which a return or deposit is not yet due and have been disclosed to HSI, imposed by the United States or any state,
municipality, subdivision, authority, which are due and payable, and all interest and penalties thereon, unless disputed in good faith in proper proceedings and reserved for or set aside, have been paid in full and all tax returns required to be
filed in connection therewith have been accurately prepared and timely filed and all deposits required by law to be made by NCC with respect to employees’ withholding and social security taxes have been made. NCC is not and has no reason to
believe that it will be the subject of an audit by any taxing authority. There is not now in force any extension of time with respect to the date when tax return was or is due to be filed, or any waiver or agreement by NCC for the extension of time
for the assessment of any tax and NCC is not a “consenting corporation” within the meaning of Section 341(f)(1) of the Tax Code. 
  

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 (n) NCC does not have any employee benefit, pension or profit sharing plans subject to ERISA and no such
plans to which NCC is obligated or required to make contributions. 
 (o) NCC does not have and has not had any employees other than its
executive officers, none of which have employment or compensation agreements with NCC. 
 (p) No person has guaranteed any obligation of NCC,
and NCC has not guaranteed the obligation of any other person. 
 (q) NCC does not have and has not had any operations. 
 (r) Except for the shares of common stock identified in Section 2.02, NCC does not have any other equity securities, or securities convertible into,
exchangeable for, exercisable for equity securities, or contracts or agreements to sell or deliver any equity securities. 
 Section 4.02. HSI’s representations and warranties. HSI (as used in the following representations and warranties with respect to status or condition, “HSI” includes every subsidiary of HSI, all of which are
identified in Schedule C) represents and warrants to NCC that: 
 (a) HSI is a duly incorporated and existing corporation in good standing
under the laws of its state of incorporation and has full corporate power to execute and deliver this Agreement. 
 (b) This Agreement has
been duly and validly authorized, executed and delivered by HSI and constitutes the legal, valid and binding obligation of HSI enforceable against it, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization and other laws of, relating to or affecting stockholders and creditors rights generally and to general equitable principles. 
 (c) The information HSI has delivered to NCC relating to HSI was, to the best knowledge of HSI, on the date reflected in each such item of information accurate in all material respects and, to the best knowledge of HSI, such information at
the date hereof taken as a whole provides full and fair disclosure of all material information relating to HSI and does not, to the best knowledge of HSI, omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. 
 (d) HSI’s audited financial statements delivered to NCC, as described in
Section 3.08(g) hereof, have been prepared in accordance with generally accepted accounting principles consistently applied and maintained throughout the periods indicated, fairly present the financial condition of HSI in all material respects
at the dates and the results of operations for the periods indicated. 
 Section 4.03. Nature and survival of representation and
warranties; Remedies. All statements of fact contained in this Agreement, any certificate delivered pursuant to this Agreement, or any letter, document or other instrument delivered by or on behalf of NCC or of HSI, and their respective
officers, pursuant to the terms of this Agreement shall be deemed representations and warranties made by NCC or by HSI, respectively, as the case may be, to each other under this Agreement. For purposes of this Section 4.03 and
Section 10.01 only, any party or other person seeking to enforce, or claiming the benefit of, any representation and warranty under this Agreement is called a Claimant, and any 

  

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party or other person against whom a right is claimed is called a Defendant. All representations and warranties of the parties shall survive the Closing;
provided, however, that all representations and warranties shall terminate and expire, and be without further force and effect whatever from and after the one year from the date hereof, and neither HSI, nor NCC shall have any liability whatsoever on
account of any inaccurate representation or warranty or for any breach of warranty, unless a Claimant shall, on or prior to the expiration of such one year period, serve written notice on a Defendant, setting forth in reasonable detail the breach
and any direct, incidental or consequential damages (including amounts) the Claimant may have suffered as a result of such breach. 
 ARTICLE
V 
 COVENANTS OF THE PARTIES 
 Section 5.01. Conduct of business prior to Closing. From the date hereof to the Closing, NCC and HSI shall each conduct its business and affairs only in the ordinary course and consistent with its prior practice and shall
endeavor to maintain, keep and preserve its assets and properties in good condition and repair and maintain insurance thereon in accordance with present practices, it will use its best efforts (i) to preserve its business and organization
intact, (ii) to keep available to NCC and HSI the respective services of each of its present employees, agents and independent contractors, (iii) to preserve for the benefit of the goodwill of suppliers, customers, distributors, landlords
and others having business relations with it, and (iv) to cooperate and use reasonable efforts to obtain the consent of any landlord or other party to any lease or contract where the consent of such landlord or other party may be required by
reason of the transactions contemplated hereby. 
 Section 5.02. Notice of changes in information. Each party shall give the
other party prompt written notice of any change in any of the information contained in their respective representations and warranties made in Article IV, or elsewhere in this Agreement, or the exhibits and schedules referred to herein or any
written statements made or given in connection herewith which occurs prior to the Closing. 
 Section 5.03. Notice of litigation or
government actions. Each party shall advise the other party with respect to the filing or commencement of any litigation or governmental or agency proceedings against such party. 
 Section 5.04. Action to preserve business and assets. Notwithstanding anything contained in this Agreement to the contrary, each party will
not take or fail to take any action that in its reasonable business judgment, is likely to give rise to a substantial penalty or a claim for damages by any third party against it, or is likely to result in losses, or is otherwise likely to prejudice
in any material respect or unduly interfere with the conduct of its business and operations in the ordinary course consistent with prior practice, or is likely to result in a breach by it of any of its representations, warranties or covenants
contained in this Agreement (unless any such breach is first waived in writing by the other party). 
 Section 5.05. Access to
information and documents. Upon reasonable notice and during regular business hours, each party will give to the other party, its attorneys, accountants and other representatives full access to its personnel (subject to reasonable approval as to
the time thereof) and all properties, documents, contracts, books and records and will furnish copies of such documents (certified by officers, if so requested) and with such information with respect to its business, operations, affairs and
prospects 

  

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(financial and otherwise) as the other party may from time to time request, and the party to whom the information is provided will not improperly disclose
the same prior to the Closing. Each party will afford the other party an opportunity to ask questions and receive answers thereto in furtherance of it’s duly diligence examination. Any such furnishing of such information or any investigation
shall not affect that party’s right to rely on the other party’s representations and warranties made in this Agreement or in connection herewith or pursuant hereto, except to the extent that written disclosure of information at a variance
or in conflict with any such representation or warranty is made and provides specific notice of such variance or conflict. 
 Section 5.06. Cooperation by the parties. Each party hereto shall cooperate and shall take such further action as may be reasonably requested by any other party in order to carry out the provisions and purposes of this
Agreement. 
 ARTICLE VI 
 FEDERAL INCOME TAX MATTERS 
 Section 6.01. Federal income tax treatment. Each party shall be responsible for
obtaining his, her or its own tax advice with respect to and understanding the federal income tax consequences of the transactions and the federal income tax consequences thereof contemplated by this Agreement and waives any reliance with respect
thereto on any other party. 
 ARTICLE VII 
 STATUS OF SHARES 
 Section 7.01. Investment legend on certificates. Each of the certificates evidencing
NCC’s shares of common stock shall contain the following legend or a legend of similar import: 
 THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND IS A “RESTRICTED SECURITY” AS DEFINED UNDER SAID ACT. ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST THEREIN MAY BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED, EXCEPT BY
BONA FIDE GIFT OR INHERITANCE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS SECURITY UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. 
 ARTICLE VIII 
 TERMINATION PRIOR TO CLOSING

 Section 8.01. Termination for default. A party may, by notice to the other party given in the manner provided below on or
at any time prior to the Closing Date, terminate this Agreement if default shall be made by the other party in the observance or in the due and timely performance of any of any material covenants and agreements contained in this Agreement, made by
each of HSI or NCC pursuant to or imposed upon it in this Agreement, if the default has not been fully cured within five Business Days after receipt of the notice specifying the default. 
 Section 8.02. Termination for failure to Close. If the Closing does not occur on or before the date provided in Section 3.01, any party,
if that party is not then in default in the observance or in the due or timely performance of any covenants and conditions under this Agreement, may at any time terminate this Agreement by giving written notice to the other parties; provided, that
the parties may extend the Closing date in writing. 
  

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 Section 8.03. Termination for loss of bargain. A party may, at its option, terminate this
Agreement prior to the Closing if (i) in completion of its due diligence examination of the other party, it discovers the existence of a material, adverse variance from its due diligence examination prior to the date of this Agreement, or
(ii) the business or assets of the other party have suffered any material damage, destruction or loss (whether or not covered by insurance), or (iii) the party is prevented by order of court or administrative action from consummating the
transactions contemplated by this Agreement, whether or not the party has exhausted its appeals. 
 ARTICLE IX 
 NOTICES 
 Section 9.01.
Procedure for giving notices. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered (excluding telephone facsimile and including receipted express courier and overnight delivery service) or mailed by first class certified U.S. mail, return receipt requested showing name of recipient, addressed to the proper party.

 Section 9.02. Addresses for notices. For purposes of sending notices under this Agreement, the addresses of the parties are as
follows: 
  

			
	As to HSI:	  	Thomas Morrow, CEO
		  	Home School, Inc.
		  	2700 South River Road, Suite 106
		  	Des Plaines, IL 60018
		
	As to NCC:	  	Robert Papiri, President & CEO
		  	Narayan Capital Corp.
		  	P.O. Box 433
		  	Cupertino, CA 95015

 Section 9.03. Change of address. A party may change its address for notices by sending
a notice of such change to all other parties by the means provided in Section 9.01. 
 ARTICLE X 
 LEGAL AND OTHER COSTS 
 Section 10.01. Party entitled to recover. In the event that any party (the “Defaulting Party”) defaults in his or its obligation under this Agreement and, as a result thereof, the other party (the “Non-Defaulting
Party”) seeks to legally enforce his or its rights hereunder against the Defaulting Party (whether in an action at law, in equity or in arbitration), then, in addition to all damages and other remedies to which the Non-Defaulting Party is
entitled by reason of such default, the Defaulting Party shall promptly pay to the Non-Defaulting Party an amount equal to all costs and expenses (including reasonable attorneys’ fees and expert witness fees) paid or incurred by the 

  

 13 








 
Non-Defaulting Party in connection with such enforcement, provided the Non-Defaulting Party is the prevailing party in any litigation resulting therefrom.

 ARTICLE XI 
 MISCELLANEOUS

 Section 11.01. Effective date. The effective date of this Agreement shall for all purposes be the date set forth in first
paragraph hereof notwithstanding a later actual date of execution by any individual party. 
 Section 11.02. Entire agreement.
This writing constitutes the entire agreement of the parties with respect to the subject matter hereof, superseding all prior agreements, understandings, representations and warranties. 
 Section 11.03. Waivers. No waiver of any provision, requirement, obligation, condition, breach or default hereunder, or consent to any
departure from the provisions hereof, shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 

Section 11.04. Amendments. This Agreement may not be modified, amended or terminated except by a written agreement specifically referring
to this Agreement signed by all of the parties hereto and amendment, modification or alteration of, addition to or termination of this Agreement or any provision of this Agreement shall not be effective unless it is made in writing and signed by the
parties. 
 Section 11.05. Construction. This Agreement has been negotiated by the parties, section by section, and no provision
hereof shall be construed more strictly against one party than against the other party by reason of such party having drafted such provision. The order in which the provisions of this Agreement appear are solely for convenience of organization; and
later appearing provisions shall not be construed to control earlier appearing provisions. 
 Section 11.06. Invalidity. It is
the intent of the parties that each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision hereof shall be prohibited, invalid, illegal or unenforceable, in any respect,
under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity or non enforceability only, without invalidating the remainder of such provision or the remaining provisions of this Agreement; and, there shall
be substituted in place of such prohibited, invalid, illegal or unenforceable provision a provision which nearly as practicable carries out the intent of the parties with respect thereto and which is not prohibited and is valid, legal and
enforceable. 
 Section 11.07. Multiple counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be an original and, taken together, shall be deemed one and the same instrument. 
 Section 11.08. Assignment, parties and
binding effect. This Agreement, and the duties and obligations of any party shall not be assigned without the prior written consent of the other party(ies). This Agreement shall benefit solely the named parties and no other person shall claim,
directly or indirectly, benefit hereunder, express or implied, as a third-party beneficiary, or otherwise. Wherever in this Agreement a party is named or 

  

 14 








 
referred to, the successors (including heirs and personal representative of individual parties) and permitted assigns of such party shall be deemed to be
included, and all agreements, promises, covenants and stipulations in this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns. 
 Section 11.09. Survival of representations and warranties. The representations and warranties made herein shall survive the execution and
delivery of this Agreement and full performance hereunder of the obligations of the representing and warranting party, subject to the provisions of Section 4.03. 
 Section 11.10. Jurisdiction and venue. Any action or proceeding for enforcement of this Agreement and the instruments and documents executed and delivered in connection herewith which is determined by a
court of competent jurisdiction not, as a matter of law, which seeks injunctive relief shall be brought and enforced in the courts of the State of Illinois, and the parties irrevocably submit to the jurisdiction of each such court in respect of any
such action or proceeding. 
 Section 11.11. Applicable law. This Agreement and all amendments thereof shall be governed by and
construed in accordance with the law of the State of Illinois applicable to contracts made and to be performed therein (not including the choice of law rules thereof). 
 [Signatures continued on the following page.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by their respective
officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, the day and year first above written. 
  

			
	NARAYAN CAPITAL CORP.
		
	By:	 	  

		 	Robert Papiri, President & CEO
	
	HOME SCHOOL, INC.
		
	By:	 	  

		 	Thomas Morrow, Chairman & CEO
	
	SELLERS:
	
	  

	THOMAS MORROW
	
	  

	DAVID NICHOLSON
	
	  

	KENNETH LYDECKER
	
	  

	CHRISTOPHER DAVIES


  

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 EXHIBIT A 
 EXCHANGE OF SHARES OF HSI’S COMMON 
 STOCK FOR NCC’S COMMON STOCK 

 

					
	 Name of Stockholder
	  	HSI Shares	    	NCC Shares
	 Thomas Morrow
	  	143,366,940	    	
	 David Nicholson
	  	56,818,260	    	
	 Be-Be North
	  	15,060,060	    	
	 Kenneth Lydecker (Part Sterling IRA Acct)
	  	13,707,540	    	
	 Mark Jordan
	  	6,120,000	    	
	 Perry Marshall
	  	6,078,020	    	
	 Howie Alper
	  	3,900,000	    	
	 Chalmer Wilkins (Sterling IRA Acct)
	  	3,600,000	    	
	 Bliss & Richard Pleet
	  	3,060,000	    	
	 Steve Rients (Sterling IRA Acct)
	  	2,700,000	    	
	 Tim Perry (Sterling IRA Acct)
	  	2,430,000	    	
	 Terri & Louie LoBianco
	  	2,350,120	    	
	 Joel Schauer
	  	2,250,120	    	
	 Brad Clodfelter
	  	2,160,000	    	
	 Jamey Wright
	  	2,160,000	    	
	 Goldstar Acquistions, LLC
	  	2,003,900	    	
	 Estate of Thomas Smith
	  	1,800,000	    	
	 Adam Hecktman
	  	1,800,000	    	
	 James Treleaven
	  	1,697,760	    	
	 Bob Shuman
	  	1,620,000	    	
	 Denise Kowalski (IRA Acct)
	  	1,239,000	    	
	 Bobette Puckett
	  	1,080,000	    	
	 Lisa Morrow
	  	1,002,420	    	
	 Joe Gurdak (Pension Acct)
	  	900,000	    	
	 William Rients (Sterling IRA Acct)
	  	900,000	    	
	 Christopher Davies
	  	857,520	    	
	 Judy & Don Braun
	  	750,060	    	
	 Tony Langford
	  	742,380	    	
	 Dieter Gutt
	  	720,000	    	
	 Ed Schwall
	  	720,000	    	
	 Dave Gurdak
	  	594,000	    	
	 Virginia Vagt
	  	555,705	    	
	 Josh Kurtz
	  	432,000	    	
	 Bernie Petersen (Trust Acct)
	  	360,000	    	
	 Bob Schauer
	  	360,000	    	
	 Carol Lydecker (Sterling IRA Acct)
	  	360,000	    	
	 Herb Singer
	  	360,000	    	
	 Jeff Lydecker
	  	360,000	    	
	 Jennifer Ottolino
	  	360,000	    	
	 Larry Hayes
	  	360,000	    	
	 Maria Dalmazio
	  	360,000	    	
	 Paul Krappman
	  	360,000	    	
	 Ray Imburgia
	  	360,000	    	
	 Stacy Chirio
	  	360,000	    	
	 Rhea Perry
	  	250,020	    	
	 Marjorie Lock
	  	217,800	    	
	 Paul Shuman
	  	180,000	    	
	 Rob Alexander
	  	129,600	    	
	 Diana Dixon
	  	23,220	    	
	 Lisa Lepcin
	  	23,220	    	
		  	 	    	
		  	289,959,665	    	
		  	 	    	

  

 17 








 EXHIBIT B 
 AMENDED AND RESTATED ARTICLES OF INCORPORATION 
 AND 
 AMENDED AND RESTATED BYLAWS 
  

 18 








 EXHIBIT C 
 OFFICERS’ CERTIFICATE 
 Pursuant to Section 3.0     of the Share
Exchange Agreement, the undersigned,                     , Chief Executive Officer, and
                    , Treasurer, of
                    , a
                    corporation (the “Corporation”), hereby each certifies that he is familiar with the Share Exchange Agreement, dated
                    , (the “Agreement”), between the Corporation and
                     and, to the best of his knowledge, based on reasonable investigation: 
 (a) All representations and warranties of the
                     (as defined in the Agreement) contained in the Agreement, and in all Exhibits and Schedules attached thereto containing
information delivered by                     , were true and correct in all material respects when made and when deemed to have been made and are
true and correct at the date hereof, except for changes in the ordinary course of business between the date of the Agreement, in conformity with the covenants and agreements contained in the Agreement. 
 (b) All covenants, agreements and obligations required by the terms of the Agreement to be performed by
                     at or before the Closing have been duly and properly performed in all material respects. 
 (c) Since the date of the Agreement there have not occurred any material adverse change in the condition or prospects (financial or otherwise), business,
properties or assets of the                     . 
 IN WITNESS WHEREOF, each of the undersigned has executed this certificate this             , 2009. 
  

	
	  

	                                , Chief Executive
Officer
	
	  

	                                , Treasurer


  

 19 








 EXHIBIT D 
 SECRETARY’S CERTIFICATE 
 Pursuant to Section 3.0     of the
Share Exchange Agreement, I,                     , the duly elected, qualified and acting Secretary of
                    , a corporation duly organized, existing and in good standing under the laws of
                    , (the “Corporation”) do hereby certify that: 
 (i) The following is a true and complete copy of Resolution of the Board of Directors of the Corporation taken and adopted on
                    , approving the Share Exchange Agreement dated
                    , by and among the Corporation and
                    , and that said Resolution has not been rescinded, revoked or modified and is in full force and effect at the date hereof:

 (ii) The persons whose names, titles and signatures appear below are each the duly elected, qualified and acting officers of the
Corporation, hold on the date hereof the offices set forth opposite their respective names and the signatures appearing opposite said names are the genuine signatures of said persons: 
  

					
	 Name
	  	 Title
	  	 Signature

			
	  
	  	Chief Executive Officer	  	  

			
	  
	  	Secretary	  	  

			
	  
	  	Treasurer	  	  


 (iii) I am authorized by the Corporation to make the within certifications. 
 IN WITNESS WHEREOF, I have executed this Certificate on             , 2009. 
 (CORPORATE SEAL) 
  

	
	  

	Secretary


 I,
                    , Chief Executive Officer of
                    , a                     
corporation, hereby certify that                      is duly elected, qualified and acting Secretary of
                     and that the signature appearing above is his genuine signature. 
 IN WITNESS WHEREOF, I have executed this Certificate on             , 2009 
  

	
	  

	Chief Executive Officer


  

 20 








 EXHIBIT E 
 CLOSING MEMORANDUM 
 The undersigned parties to that certain Share Exchange Agreement dated
                    , (“Agreement”) do hereby certify one to the other that; 
 1. The Closing of the Agreement was completed, as contemplated by the Agreement, on
                    , at          o’clock     .m. 
 2. All conditions to each of the parties Closing the Agreement have been satisfied and, to the extent not specifically satisfied, have been waived by the
party entitled to waive the conditions; except, the following conditions, if any, are waived only for the purpose of Closing of the transaction contemplated by the Agreement, and are required to be satisfied after the Closing by the party required
to satisfy such condition: 
 [insert any such conditions and name of the party required to satisfy it] 
 3. Capitalized terms herein have the meaning assigned to them in the Share Exchange Agreement. 
 For the purposes herein set forth, the parties have executed this Memorandum at the date and time written above. 
  

			
	HOME SCHOOL, INC.
		
	By:	 	  

		 	Thomas Morrow, Chairman & CEO
	
	NARAYAN CAPITAL CORP.
		
	By:	 	  

		 	Robert Papiri, President & CEO


  

 21