CHANGE OF CONTROL AGREEMENTChange of Control Agreement |
|
|
You are currently viewing: This Change of Control Agreement involves
EXOTACAR, INC. | Exotacar, Inc | Helvetic Capital Ventures AG. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
|
transfer and change of control Agreement
THIS TRANSFER AND CHANGE
OF CONTROL AGREEMENT (this “
Agreement
” ) is
made effective as of the 8 th
day of February, 2008, by and among Ari Lee of 2132 Horse
Prairie Dr., Henderson, Nevada, (hereinafter referred to as
"Affiliate”), and Helvetic Capital Ventures AG of
Claridenstrasse 25 CH-8002 Zurich, Switzerland (hereinafter
referred to as “Helvetic”).
PRELIMINARY
STATEMENTS
NOW, THEREFORE ,
in consideration of the mutual agreements contained herein
and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
Affiliate and Helvetic do hereby agree as
follows:
ARTICLE I
Change of Control and
Transfer of the Common Stock
Section 1.01.
Change of
Control . On the Closing Date and upon the
terms and subject to the conditions set forth herein, the
Affiliate shall cause the following events to
occur:
Section 1.02.
Nominee
Directors . Prior to the closing Helvetic
shall provide Affiliate with the name or names of Directors
to be appointed to the Board of Directors of
EXOT.
Section
1.03. Resignation as Officer and Director.
Concurrent with Closing, Affiliate shall deliver a
resignation, wherein Affiliate resigns Affiliates position as
both an Officer and Director of EXOT.
Section 1.03.
Time and Place
of Closing . Subject to the satisfaction or
waiver of the conditions herein, the closing (the “
Closing
” ) of the
transactions contemplated by this Agreement shall take place
on or before February 8, 2008 or at such
time, date or place as Affiliate and Helvetic may agree in
writing. In the event the transaction as contemplated by this
Agreement has not occurred by February 8, 2008, or there is
not a specific written agreement by the parties extending
such time, then in that event such transaction shall
immediately terminate and this Agreement shall become null
and void and of no further force or effect.
Section 1.04.
Delivery of the
Common Stock; Delivery of Closing Documents; Payment of
Transactional Fees . At Closing:
ARTICLE II
Representations and
Warranties of Affiliate and EXOT
Subject to all of the
terms, conditions and provisions of this Agreement, the
Affiliate and EXOT hereby represent and warrant to Helvetic,
as of the date hereof and as of the Closing, as
follows:
Section 2.01.
Organization
and Qualification . EXOT is a Nevada
corporation duly organized, validly existing and in good
standing under the laws of the State of
Nevada. EXOT has all requisite power and
authority, corporate or otherwise, to own, lease and operate
its assets and properties and to carry on its business as now
being conducted. EXOT does not have any
subsidiaries or predecessor corporations.
Section 2.02.
Capitalization
of EXOT; Title to the Common Stock . There
are 100,000,000 shares of common stock authorized of EXOT, of
which 1,250,000 shares of common stock are issued and
outstanding, $0.001 par value per share. There are 10,000,000
shares of preferred stock authorized of EXOT, of which there
are no shares of preferred stock issued or outstanding. All
of the outstanding shares of common stock have been duly
authorized and validly issued, are fully paid and
nonassessable and are free of preemptive
rights. The Common Stock transferred by the
Affiliate to Helvetic will be restricted stock pursuant to
Rule 144, and will be free and clear of
liens. There are no outstanding or authorized
subscriptions, options, warrants, calls, rights or other
similar contracts, including rights of conversion or exchange
under any outstanding debt or equity security or other
contract, to which any of the Common Stock will be subject or
obligating the Affiliate and/or EXOT to issue, deliver or
sell, or cause to be issued, delivered or sold, any other
shares of capital stock of EXOT or any other debt or equity
securities convertible into or evidencing the right to
subscribe for any such shares of capital stock or obligating
the Affiliate and/or EXOT to grant, extend or enter into any
such contract. There are no voting trusts, proxies
or other contracts to which Affiliate and/or EXOT are a party
or are bound with respect to the voting of any shares of
capital stock of EXOT. The Affiliate has full
legal right to sell, assign and transfer the Common Stock to
Helvetic and will, upon payment for the Common Stock and
delivery to Helvetic a certificate or certificates
representing the Common Stock, transfer good and indefeasible
title to the Common Stock to Helvetic, free and clear of
liens.
Section 2.03.
Authority
. The Affiliate and EXOT have all requisite power
and authority, corporate or otherwise, to execute and deliver
this Agreement and to consummate the transactions
contemplated hereby and thereby. The Affiliate and
EXOT have duly and validly executed and delivered this
Agreement and will, on or prior to the Closing, execute, such
other documents as may be required hereunder and, assuming
the due authorization, execution and delivery of this
Agreement by the parties hereto and thereto, this Agreement
constitutes, the legal, valid and binding obligation of the
Affiliate and EXOT, as applicable, enforceable against the
Affiliate and EXOT, as applicable, in accordance with its
terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally
and general equitable principles.
Section 2.04.
No
Conflict . The execution and delivery by
the Affiliate and EXOT of this Agreement and the consummation
of the transactions contemplated hereby and thereby, do not
and will not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law;
(b) constitute a breach or violation of any provision
contained in the Articles of Incorporation or Bylaws of EXOT;
(c) constitute a breach of any provision contained in, or a
default under, any governmental approval, any writ,
injunction, order, judgment or decree of any governmental
authority or any contract to which the Affiliate and/or EXOT
are a party; or (d) result in or require the creation of any
lien upon the Common Stock.
Section 2.05.
Consents and
Approvals . No governmental approvals and
no notifications, filings or registrations to or with any
governmental authority or any other person is or will be
necessary for the valid execution and delivery by the
Affiliate and/or EXOT of this Agreement or the consummation
of the transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have
been obtained or made and are in full force and
effect.
Section 2.06.
Litigation
. There are no claims pending or, to the knowledge
of the Affiliate and EXOT, threatened against or affecting
EXOT or any of its assets and properties before or by any
governmental authority or any other person. The
Affiliate and EXOT have no knowledge of the basis for any
claim, which alone or in the aggregate: (a) could
reasonably be expected to result in any liability with
respect to EXOT; or (b) seeks to restrain or enjoin the
execution and delivery of this Agreement or the consummation
of any of the transactions contemplated hereby or
thereby. There are no judgments or outstanding
orders, injunctions, decrees, stipulations or awards against
EXOT or any of its assets and properties.
Section 2.07. Brokers,
Finders and Financial Advisors . No broker, finder or
financial advisor has acted for Affiliate in connection with
this Agreement or the transactions contemplated hereby or
thereby, and no broker, finder or financial advisor is
entitled to any broker’s, finder’s or financial
advisor’s fee or other commission in respect thereof
based in any way on any contract with Affiliate. Affiliate
acknowledges the fees to be paid to financial advisors
pursuant to Section 3.05 herein below.
Section 2.08.
Disclosure
. To the best of the Affiliate’s and
EXOT’s knowledge, the schedules, documents, exhibits,
reports, certificates and other written statements and
information furnished by or on behalf of Affiliate and/or
EXOT to Helvetic do not contain any material misstatement of
fact or omit any material facts. Affiliate and
EXOT have not withheld any fact known to them which has or is
reasonably likely to have a material adverse effect with
respect to EXOT.
Section 2.09.
Ownership
. The Affiliate represents and warrants that
Affiliate owns 750,000 shares of common stock (the
“Common Stock”) of EXOT that are subject to this
Agreement.
ARTICLE III
Representations and
Warranties of Helvetic
Subject to all of the
terms, conditions and provisions of this Agreement, Helvetic
hereby represent and warrant to the Affiliate, as of the date
hereof and as of the Closing, as follows:
Section 3.01.
Authority
. Helvetic has all requisite power and authority
to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and
thereby. Helvetic has duly and validly executed
and delivered this Agreement and, assuming the due
authorization, execution and delivery of this Agreement by
the other parties hereto and thereto, this Agreement
constitutes the legal, valid and binding obligation of
Helvetic, enforceable against Helvetic in accordance with its
terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally
and general equitable principles.
Section 3.02.
No
Conflict . The execution and delivery by
Helvetic of this Agreement and the consummation of the
transactions contemplated hereby and thereby do not and shall
not, by the lapse of time, the giving of notice
or
|
SITE SEARCH
AGREEMENTS / CONTRACTS
CLAUSES
| Get Email Updates |
