REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Texas
We are registering the shares of common stock previously issued and the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
LOCK-UP AGREEMENTLock-Up Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Texas
This LOCK-UP AGREEMENT (this “Agreement”), dated as of November 8, 2011, is made by and between TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”), and KHALED ALATTAR (the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Texas
This LOCK-UP/LEAK-OUT AGREEMENT (this “Agreement”), dated as of November 8, 2011, is made by and between TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”), and AMIR MIRESKANDARI (the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Texas
This SUBSCRIPTION AGREEMENT (“Agreement”), dated as of November 8, 2011, is made by and among TOP GEAR INC., a corporation organized under the laws of Delaware (the “Company”) and each of the Persons listed on Schedule I hereto (collectively, the “Investors,” and individually an “Investor”). Each of the Company and Investors are referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES EXCHANGE AGREEMENT BY AND AMONG TOP GEAR INC. OMRI AMOS SHALOM AKIVA BERGMAN AND AMIR MIRESKANDARI KHALED ALATTAR AND LY RETAIL, LLC d/b/a LUXEYARD.COM Dated as of: NOVEMBER 8, 2011Securities Exchange Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Nevada
This SECURITIES EXCHANGE AGREEMENT (“Agreement”), dated as of November 5, 2011, is made by and among TOP GEAR INC., a corporation organized under the laws of Delaware (the “Acquiror”), OMRI AMOS SHALOM and AKIVA BERGMAN (collectively, the “Acquiror Principal Shareholders,” and individually an “Acquiror Principal Shareholder”), LY RETAIL LLC d/b/a LUXEYARD.COM, a limited liability company organized under the laws of Texas (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are members of the Acquiree (collectively, the “Acquiree Members,” and individually an “Acquiree Member”). Each of the Acquiror, Acquiror Principal Shareholder, Acquiree and Acquiree Members are referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Delaware
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 8, 2011, by and between TOP GEAR INC. (the “Parent”), and TGRE SubCo, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT OF SALEAgreement of Sale • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Delaware
THIS AGREEMENT OF SALE (this “Agreement”) is entered into as of November 8, 2011, by and between TOP GEAR INC. (the “Company”) and OMRI AMOS SHALOM (“Shalom”) and AKIVA BERGMAN (“Bergman”) (collectively, the “Shareholders,” and individually a “Shareholder”).
