INTEREST PURCHASE AGREEMENT
THIS INTEREST PURCHASE AGREEMENT AND SHARE EXCHANGE, effective as of June
30, 2000, by and among ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. a Delaware corporation with its
principal place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ ("WiseDriver"), WiseDriver, LCC a New York Limited Liability
Corporation with its principal place of business located at ("WD") and ▇▇▇▇▇▇
▇▇▇▇▇▇ ("▇▇▇▇▇▇") the sole interest holder of WiseDriver, LLC.
Premises
A. WiseDriver desires, subject to the terms and conditions hereinafter set
forth, to acquire eighty (80%) percent of all of the rights, title and interest
of ▇▇▇▇▇▇'▇ interest in WD through the exchange (the "Exchange") by WiseDriver
of (i) 450,000 shares of restricted common stock, ($ 0.0001 par value per share)
and (ii) an option to purchase, subject to the terms and conditions of the
Option Agreement executed concurrent herewith, 450,000 shares of WiseDriver at
$.50 per share, and ▇▇▇▇▇▇ desires, subject to the terms and conditions set
forth herein, to effect the Exchange. Pursuant to the terms of the Exchange, WD
will become a subsidiary of WiseDriver.
B. The boards of directors of WiseDriver and ▇▇▇▇▇▇ have determined,
subject to the terms and conditions set forth in this Agreement, that the
transaction contemplated hereby is desirable and in the best interests of their
stockholders and himself, respectively. This Agreement is being entered into for
the purpose of setting forth the terms and conditions of the proposed
acquisition.
C. The parties desire to make certain representations, warranties and
agreements in connection with the Exchange and desire to prescribe certain
conditions precedent to such purchase and sale, including, but not limited to,
the condition of WiseDriver that ▇▇▇▇▇▇ enter into an Employment and Non
competition Agreement with WiseDriver in substantially the form attached hereto
as Exhibit B.
Agreement
NOW, THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF WISEDRIVER
As an inducement to and to obtain the reliance of ▇▇▇▇▇▇, WiseDriver
represents and warrants as follows:
Section 1.1 Organization. WiseDriver is a corporation duly organized,
validly existing, and in good standing under the laws of Delaware and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including qualification to do
business as a foreign corporation in the jurisdiction in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Included in the WiseDriver Schedules (as hereinafter
defined) are complete and correct copies
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of the articles of incorporation, bylaws and amendments thereto of WiseDriver as
in effect on the date hereof. The execution and delivery of this Agreement does
not and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of WiseDriver's
articles of incorporation or bylaws. WiseDriver has full power, authority and
legal right and has taken all action required by law, its articles of
incorporation, its bylaws or otherwise to authorize the execution and delivery
of this Agreement.
Section 1.2 Capitalization. The authorized capitalization of WiseDriver
consists of 250,000,000 Common Shares, $0.0001 par value per share and no
authorized Preferred Shares. As of June 30, 2000, WiseDriver has 6,500,000
common shares issued and outstanding. All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in violation of
the preemptive or other rights of any person. WiseDriver has no other
securities, warrants or options authorized or issued.
Section 1.3 Litigation and Proceedings. To the best of WiseDriver's
knowledge and belief, there are no actions, suits, proceedings or investigations
pending or threatened by or against WiseDriver, affecting WiseDriver or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of WiseDriver. WiseDriver does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a default.
Section 1.4 Material Contract Defaults. To the best of WiseDriver's
knowledge and belief, WiseDriver is not in default in any material respect under
the terms of any outstanding contract, agreement, lease or other commitment
which is material to the business, operations, properties, assets or condition
of WiseDriver, and there is no event of default in any material respect under
any such contract, agreement, lease or other commitment in respect of which
WiseDriver has not taken adequate steps to prevent such a default from
occurring.
Section 1.5 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which WiseDriver is
a party or to which any of its properties or operations are subject.
Section 1.6 Governmental Authorizations. To the best of WiseDriver's
knowledge, WiseDriver has all licenses, franchises, permits or other
governmental authorizations legally required to enable WiseDriver to conduct its
business in all material respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation laws, as
hereinafter provided, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by WiseDriver of this
Agreement and the consummation of WiseDriver of the transactions contemplated
hereby.
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ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF ▇▇▇▇▇▇
As an inducement to, and to obtain the reliance of WiseDriver, ▇▇▇▇▇▇
represents and warrants as follows:
Section 2.1 Organization. WD is a limited liability company duly organized,
validly existing and in good standing under the laws of New York and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including qualification to do
business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Included in the WD Schedules (as hereinafter defined)
are complete and correct copies of the articles of formation, operating
agreement and any amendments thereto of WD as in effect on the date hereof. The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of WD's articles of formation or operating
agreement. WD has full power, authority and legal right and has taken all action
required by law, its articles of formation, operating agreement or otherwise to
authorize the execution and delivery of this Agreement.
Section 2.2 Capitalization. The authorized capitalization of WD consists of
one member. Membership Units. As of the date the sole Member of WD is ▇▇▇▇▇▇.
All issued and outstanding WD Units have been legally issued, fully paid and are
nonassessable as of the date of this Agreement.
Section 2.3 Sole Interest Holder. ▇▇▇▇▇▇ is the sole owner and holder of a
100% interest of WD ("▇▇▇▇▇▇ Interest") as set forth in Exhibit A attached
hereto and no other person or entity has any rights thereto.
Section 2.4 Litigation and Proceedings. There are no actions, suits or
proceedings pending or, to the best of ▇▇▇▇▇▇'▇ knowledge and belief, threatened
by or against or affecting WD or ▇▇▇▇▇▇, at law or in equity, before any court
or other governmental agency or instrumentality, domestic or foreign or before
any arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of WD.
▇▇▇▇▇▇ does not have any knowledge of any default on his part with respect to
any judgement, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality.
Section 2.5 Material Contract Defaults. To the best of ▇▇▇▇▇▇'▇ knowledge
and belief, WD and ▇▇▇▇▇▇ are not in default in any material respect under the
terms of any outstanding contract, agreement, lease or other commitment which is
material to the business, operations, properties, assets or condition of WD, and
there is no event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which WD and ▇▇▇▇▇▇ have not
taken adequate steps to prevent such a default from occurring.
Section 2.6 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which WD or ▇▇▇▇▇▇
is a party or to which any of its or
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his properties or operations are subject.
Section 2.7 Governmental Authorizations. To the best of ▇▇▇▇▇▇'▇ knowledge,
WD has all licenses, franchises, permits and other governmental authorizations
that are legally required to enable it to conduct its business operations in all
material respects as conducted on the date hereof. Except for compliance with
federal and state securities or corporation laws, no authorization, approval,
consent or order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the execution and
delivery by ▇▇▇▇▇▇ of the transactions contemplated hereby.
ARTICLE III
EXCHANGE PROCEDURE AND OTHER CONSIDERATION
Section 3.1 Share Exchange/Delivery of WD Securities. On the Closing Date,
▇▇▇▇▇▇, the holder of all of the WD Membership Units shall deliver to WiseDriver
(i) certificates or other documents evidencing eighty (80%) percent of the
issued and outstanding WD Membership Units, duly endorsed in blank or with
executed power attached thereto in transferrable form. On the Closing Date,
WiseDriver shall receive Membership Units in WD, so that WD shall become a
subsidiary of WiseDriver.
Section 3.2 Issuance of WD Common Shares. In exchange for all of the WD
Membership Units tendered pursuant to Section 3.1, WiseDriver shall issue
450,000 "restricted" WiseDriver Common Shares to ▇▇▇▇▇▇. Such shares shall be
"restricted" in accordance with Rule 144 of the Securities Act of 1933. In
addition, ▇▇▇▇▇▇ shall receive an option to purchase an additional 450,000
WiseDriver shares at $.50 per share subject to the terms and conditions of the
Option Agreement executed concurrent herewith.
Section 3.3 Employment Agreement. Upon execution of this Agreement, ▇▇▇▇▇▇
will enter into an Employment Agreement with WiseDriver subject to the terms and
conditions Agreement as set forth on Exhibit C attached hereto.
Section 3.4 Events Prior to Closing. Upon execution hereof or as soon
thereafter as practical, ▇▇▇▇▇▇ and the management of WiseDriver shall execute,
acknowledge and deliver (or shall cause to be executed, acknowledged and
delivered) any and all certificates, opinions, financial statements, schedules,
agreements, resolutions rulings or other instruments required by this Agreement
to be so delivered, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order to
effectuate or evidence the transactions contemplated hereby, subject only to the
conditions to Closing referenced herein below.
Section 3.5 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be on or about June 30, 2000 ("Closing
Date"). In any event, the closing shall be deemed effective as of June 30, 2000.
Section 3.6 Members of WD After Acquisition. Upon the Closing, the Managing
Member of WD shall be: Wisedriver. The Managing Member shall hold office until
his successor shall have been duly elected and shall have qualified or until his
earlier death, resignation or removal.
Section 3.7 Post Closing Requirements of Subsidiary Company. Subsequent to
closing of this transaction, the WD operating company (subsidiary of WiseDriver)
shall undertake the following: (i) provide all financial information to
WiseDriver on a quarterly basis; (ii) provide WiseDriver duplicate statements of
the bank accounts immediately after receipt of same.
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ARTICLE IV
SPECIAL COVENANTS
Section 4.1 Access to Properties and Records. Prior to closing, WD and
WiseDriver will each afford to the officers and authorized representatives of
the other full access to the properties, books and records of WD and WiseDriver
as the case may be, in order that each may have full opportunity to make such
reasonable investigation as it shall desire to make of the affairs of the other
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of WD and
WiseDriver as the case may be, as the other shall from time to time reasonably
request.
Section 4.2 Availability of Rule 144. Each of the parties acknowledge that
the stock of WiseDriver to be issued pursuant to this Agreement will be
"restricted securities, " as that term is defined in Rule 144 promulgated
pursuant to the Securities Act. WiseDriver is under no obligation to register
such shares under the Securities Act, or otherwise. The stockholders of
WiseDriver holding restricted securities of WiseDriver as of the date of this
Agreement and their respective heirs, administrators, personal representatives,
successors and assigns, are intended third party beneficiaries of the provisions
set forth herein. The covenants set forth in this Section 4.2 shall survive the
Closing and the consummation of the transactions herein contemplated.
Section 4.3 Indemnification. ▇▇▇▇▇▇ shall indemnify WiseDriver and hold it
harmless against any loss, liability, damage, deficiency or expense (including
reasonable legal expenses and costs as incurred) (collectively, "Losses") which
WiseDriver may suffer, sustain or become subject to, directly or indirectly, or
by the diminution of the value of WiseDriver's interest in WD, as a result of or
on connection with (i) breach or inaccuracy by ▇▇▇▇▇▇ of any representation or
warranty contained in this Agreement (ii) the assessment of any claim or
liability against WiseDriver or any of WiseDriver's employees, officers,
directors, agents or designees attributable to facts and conditions, or events,
arising prior to the Closing Date not otherwise disclosed herein, or (iii) the
breach by ▇▇▇▇▇▇ of any covenant or agreement contained in this Agreement.
Section 4.4 Special Covenants and Representations Regarding the WiseDriver
Common Shares to be Issued in the Exchange. The consummation of this Agreement,
including the issuance of the WiseDriver Common Shares to ▇▇▇▇▇▇ as contemplated
hereby, constitutes the offer and sale of securities under the Securities Act,
and applicable state statutes. Such transaction shall be consummated in reliance
on exemptions from the registration and prospectus delivery requirements of such
statutes which depend, inter alia, upon the circumstances under which ▇▇▇▇▇▇
acquires such securities.
Section 4.5 Third Party Consents. ▇▇▇▇▇▇ and WiseDriver agree to cooperate
with each other in order to obtain any required third party consents to this
Agreement and the transactions herein contemplated.
Section 4.6 Actions Prior and Subsequent to Closing.
(a) From and after the date of this Agreement until the Closing Date and
except as set forth in the WD Schedules or as permitted or
contemplated by this Agreement, WD will use its best efforts to:
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(i) carry on its business in substantially the same manner as it has
heretofore;
(ii) maintain and keep its properties in states of good repair and
condition as at present, except for depreciation due to ordinary
wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount
and in scope of coverage to that now maintained by it;
(iv) perform in all material respects all of its obligations under
material contracts, leases and instruments relating to or
affecting its assets, properties and business;
(v) maintain and preserve its business organization intact, to retain
its key employees and to maintain its relationship with its
material suppliers and customers; and
(vi) fully comply with and perform in all material respects all
obligations and duties imposed on it by all federal and state
laws and all rules, regulations and orders imposed by federal or
state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, WD
and ▇▇▇▇▇▇ will not, without the prior consent of WiseDriver:
(i) except as otherwise specifically set forth herein, make any
change in its articles of formation or operating agreement;
(ii) enter into or amend any employment, severance or similar
agreements or arrangements with any directors or officers;
(iii) issue, grant, confer or award any options, warrants, conversion
rights or other rights to acquire any Membership Units.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF WISEDRIVER
The obligations of WiseDriver under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
Section 5.1 Accuracy of Representations. The representations and warranties
made by ▇▇▇▇▇▇ in this Agreement were true when made and shall be true at the
Closing Date with the same force and effect as if such representations and
warranties were made at the Closing Date (except for changes therein permitted
by this Agreement), and ▇▇▇▇▇▇ shall have performed or compiled with all
covenants and conditions required by this Agreement to be performed or complied
with by ▇▇▇▇▇▇ prior to or at the Closing. WiseDriver shall be furnished with a
certificate, signed by ▇▇▇▇▇▇ and dated the Closing Date, to the foregoing
effect.
Section 5.2 Membership Approval. ▇▇▇▇▇▇, the sole member of WD shall have
approved this Agreement and the transactions contemplated herein.
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Section 5.3 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations or WD.
Section 5.4 Other Items. WiseDriver shall have received such further
documents, certificates or instruments relating to the transactions contemplated
hereby as WiseDriver may reasonably request.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF ▇▇▇▇▇▇
The obligations of ▇▇▇▇▇▇ under this Agreement are subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:
Section 6.1 Accuracy of Representations. The representations and warranties
made by WiseDriver in this Agreement were true when made and shall be true as of
the Closing Date (except for changes therein permitted by this Agreement) with
the same force and effect as if such representations and warranties were made at
and as of the Closing Date, and WiseDriver shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by WiseDriver prior to or at the Closing. ▇▇▇▇▇▇ shall have been
furnished with a certificate, signed by a duly authorized executive officer of
WiseDriver and dated the Closing Date, to the foregoing effect.
Section 6.2 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations or nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of WiseDriver.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Brokers and Finders. Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person not listed in
Schedule 7.1 for any commission, brokerage or finder's fee or other payment with
respect to this Agreement or the transactions contemplated hereby based on any
alleged agreement or understanding between the indemnifying party and such third
person, whether express or implied from the actions of the indemnifying party.
Section 7.2 Law. Forum and Jurisdiction. This Agreement shall be construed
and interpreted in accordance with the laws of the State of New York, United
States of America.
Section 7.3 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
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If to WiseDriver: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates
▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With copy to:
If to ▇▇▇▇▇▇:
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have given as of the date so delivered, mailed or telegraphed.
Section 7.4 Attorneys' Fees. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parities shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
Section 7.5 Confidentiality. Each party hereto agrees with the other
parties that, unless and until the reorganization contemplated by this Agreement
has been consummated, they and their representatives will hold in strict
confidence all data and information obtained with respect to another party or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or records or from personal inspection, of such other party,
and shall not use such data or information or disclose the same to others,
except: (i) to the extent such data is a matter of public knowledge or is
required by law to be published; and (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.
Section 7.6 Schedules; Knowledge. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.
Section 7.7 Third Party Beneficiaries. This contract is solely among ▇▇▇▇▇▇
▇▇▇▇▇▇ and WiseDriver and except as specifically provided, no director, officer,
stockholder member, employee, agent, independent contractor or any other person
or entity shall be deemed to be a third party beneficiary of this Agreement.
Section 7.8 Entire Agreement. This Agreement represents the entire
agreement between the parties relating to the subject matter hereof. This
Agreement alone fully and completely expresses the agreement of the parties
relating to the subject matter hereof. There are no other courses of dealing,
understanding, agreements, representations or warranties, written or oral,
except as set forth herein. This Agreement may not be amended or modified,
except by a written agreement signed by all parties hereto.
Section 7.9 Survival; Termination. The representations, warranties and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for 18 months.
Section 7.10 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
Section 7.11 Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be
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enforced concurrently herewith, and no waiver by any party of the performance of
any obligation by the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or existing. At any
time prior to the Closing Date, this Agreement may be amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the time for
performance hereof may be extended by a writing signed by the party or parties
for whose benefit the provision is intended.
Section 7.12 Incorporation of Recitals. All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein.
Section 7.13 Expenses. Each party herein shall bear all of their respective
costs and expenses incurred in connection with the negotiation of this Agreement
and in the consummation of the transactions provided for herein and the
preparation thereof.
Section 7.14 Headings; Context. The headings of the sections and paragraphs
contained in this Agreement are for convenience of reference only and do not
form a part hereof and in no way modify, interpret or construe the meaning of
this Agreement.
Section 7.15 Benefit. This Agreement shall be binding upon and shall inure
only to the benefit of the parties hereto and their permitted assigns hereunder.
This Agreement shall not be assigned by any party without the prior written
consent of the other party.
Section 7.16 Public Announcements. Except as may be required by law,
neither party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior written consent of the other
party hereto.
Section 7.17 Severability. In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein, if any,
shall for any reason hereafter be determined to be unenforceable, or in
violation of any law, governmental order or regulation, such unenforceability or
violation shall not affect the remaining provisions of such agreements, which
shall continue in full force and effect and be binding upon the respective
parties hereto.
Section 7.18 Failure of Conditions; Termination. In the event of any of the
conditions specified in this Agreement shall not be fulfilled on or before the
Closing Date, either of the parties have the right either to proceed or, upon
prompt written notice to the other, to terminate and rescind this Agreement
without liability to any other party. The election to proceed shall not affect
the right of such electing party reasonably to require the other party to
continue to use its efforts to fulfill the unmet conditions.
Section 7.19 No Strict Construction. The language of this Agreement shall
be construed as a whole, according to its fair meaning and intendment, and not
strictly for or against either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions
hereof.
Section 7.20 Execution Knowing and Voluntary. In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprized by its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; and (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind.
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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.
ATTEST: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
/s/ Aryx Sade By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
----------------------------------- -------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
WITNESS
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- -------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
ATTEST: WISEDRIVER, LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- -------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Managing Member
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EXHIBIT "A"
--------------------------------------
LIST OF WISEDRIVER, LLC MEMBER
---------------------------------------
Name % of Membership Interest
---- ------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ 100%
------------------------
TOTAL 100%
=======================
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