RECAPITALIZATION AND EXCHANGE AGREEMENT
EXECUTION COPY
RECAPITALIZATION AND EXCHANGE AGREEMENT
THIS RECAPITALIZATION AND EXCHANGE AGREEMENT (this “Exchange Agreement”) is entered into, effective as of July 6, 2015, by and between iConsumer Corp., a Delaware corporation (the “Corporation”) and Xxxxxx Xxxxxxxxxxxx (“Stockholder”).
WHEREAS, the Corporation adopted and filed its initial Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Secretary of State”) on December 16, 2010 (the “Original Charter”);
WHEREAS, the Board of Directors and the Stockholder have approved the Corporation’s Amended and Restated Certificate of Incorporation (the “Charter”) and its Certificate of Designations for the Series A Non-Voting Preferred Stock (the “Certificate”);
WHEREAS, the Charter amends the Original Charter to, among other things, modify the Corporation’s classes of stock such that the Corporation’s previously authorized Class A Common Stock shall be reclassified on a going-forward basis as “Common Stock,” and the Corporation’s previously authorized Class B Common Stock shall be reclassified as “Preferred Stock”;
WHEREAS, the Certificate establishes the designations, rights and preferences for the Series A Non-Voting Preferred Stock;
WHEREAS, the Board of Directors and the Stockholder have also approved a plan of recapitalization pursuant to which each share of Class A Common Stock of the Corporation will be exchanged for one hundred (100) shares of Common Stock of the Corporation and one hundred (100) shares of Series A Non-Voting Preferred Stock (the “Recapitalization”);
WHEREAS, on or prior to the date hereof, the Corporation shall have filed the Charter and the Certificate with the Secretary of State;
WHEREAS, upon approval by the Secretary of State of the Charter and the Certificate, and satisfaction of the conditions set forth in Section 1, the transactions contemplated herein shall be consummated (the “Effective Time”);
WHEREAS, the Stockholder is the record and beneficial owner of the number and class of shares of the issued and outstanding shares of the common stock of the Corporation, identified on Exhibit A to this Exchange Agreement beside his name under the heading ‘Number and Class of Pre-Recapitalization Shares’ (the “Pre-Recapitalization Shares”); and
WHEREAS, pursuant to the Recapitalization, the Corporation and the Stockholder desire that the Pre-Recapitalization Shares be transferred, assigned, delivered and surrendered to the Corporation in exchange for the number and class of shares of the Corporation’s common stock identified on Exhibit A to this Exchange Agreement beside such Stockholder’s name under the heading ‘Number and Class of Post-Recapitalization Shares’ (the “Post-Recapitalization Shares”).
For the purposes of this Agreement, the Post-Recapitalization Shares and any equity securities representing ownership in the Corporation are sometimes collectively referred to as the “Securities.”
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained in this Exchange Agreement, the Corporation and the Stockholder hereby agree as follows:
(a) This Exchange Agreement has been duly authorized, executed, and delivered by the Stockholder and constitutes the Stockholder’s legal, valid, and binding obligation enforceable in accordance with its terms.
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(b) The Stockholder is acquiring the Securities for the Stockholder’s own account for investment and not with a view to resale or distribution. The Stockholder understands that the Securities have not been registered under the Securities Act of 1933, as amended.
(c) The Stockholder is the sole owner of the Pre-Recapitalization Shares and has not pledged, assigned, transferred or hypothecated any interest in such shares except pursuant to this Exchange Agreement.
6. Applicable Law. This Exchange Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware without reference to the choice of law principles of any jurisdiction.
[Signature page follows]
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Stochholder:
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Date: July 6 ,2015 |
Signature Page to Exchange Agreement
ACCEPTED BY THE CORPORATION:
iCONSUMERCORP.
a Delaware corporation
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Date: July 6 ,2015 |
Signature Page to Exchange Agreement
EXHIBIT A
Sehedule of Shares
Name and Address
Stockholder |
Number and
Class of Pre- Recapitalization Shares |
Number and
Class of Post- Recapitalization Shares |
Xxxxxx Xxxxxxxxxxxx | 1,000,000 Class A Common |
100,000,000 Common Stock 100,000,000 Series A Non-Voting Preferred Stock |