SHARE SWAP AGREEMENT
The parties to this SHARE SWAP AGREEMENT (the "Agreement")
are Legend Motors Worldwide, Inc, and Commerce Street Venture
Group, Inc. and enter into this Share Swap Agreement on this 1st
day of July, 2005.
WHEREAS, Legend Motors Worldwide, Inc is the owner of
1,582,492 (One-Million Five-Hundred-Eighty-Two Thousand Four
Hundred Ninety Two) shares of Legend Motors Worldwide, Inc; and
WHEREAS, Commerce Street Venture Group is the owner of 49
(Forty Nine) shares of LA West, Inc.; and
WHEREAS, Legend Motors Worldwide, Inc and Commerce Street
Venture Group, Inc. are desirous of executing a swap of their
respective shares; Legend Motors Worldwide, Inc will transfer the
shares to Commerce Street Venture Group and Commerce Street
Venture Group will transfer the shares to Legend Motors
Worldwide, Inc. and
WHEREAS, the 1,582,492 shares of Legend Motors Worldwide,
Inc and the 49 shares of LA West Inc. represent equal values;
Therefore, the parties hereby agree as follows:
1. Definitions. As used herein, the following terms shall have
the following meanings:
(a) "Securities Act" means the Securities Act of 1933, as
amended.
(b) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(c) "Register," "registered," and "registration" refer to
a registration effected by preparing and filing a
registration statement in compliance with the Securities
Act and the declaration or ordering of effectiveness of
such registration statement.
(d) "Registrable Securities" means that number of shares
of Common Stock purchased by the Holder and any
additional shares of Common Stock that may be issued by
the Company as a dividend or other distribution in
respect of those shares.
(e) "SEC" means the Securities and Exchange Commission.
2. The Shares.
(a) The shares of both entities have not been registered
in any jurisdiction, Including, but not limited to
registration pursuant to the Securities Act or the
Registration Act, nor under any State securities Act or
any foreign registration act.
(b) The parties agree that certificates representing
ownership of the shares shall bear a restrictive Rule 144
legend, and may not be sold or transferred, except
pursuant to the respective company filing a registration
statement, pursuant to Rule 144 of the Securities Acts of
the United States of America. Any removal of the legend
on the respective shares shall require an opinion of
counsel, with the respective company's counsel consenting
to any opinion from an independent source.
(c) Each Party represents that the shares held by each are
free and clear of any liens, claims, mortgage,
hypothecation agreement and are fully paid and non-
assessable and that the respective party is free to
transfer said shares, without reservation.
3. Cooperation with the Companies.
(a) The parties will cooperate with the Companies in all
respects in connection with this Agreement, including,
without limitation, timely supplying all information
reasonably requested by the Company and executing and
returning all documents reasonably requested in
connection with the transfer of the shares in connection
with this swap of the securities.
(b) When the respective shares are delivered pursuant to
Paragraph 4, below, each certificate shall have attached
to it a signature guarantee, with a Medallion guarantee
or any other type of signature guarantee acceptable by
the respective company or its transfer agent.
4. The Swap. Within ten (10) business days after the execution
of this Agreement, the Parties shall deliver their respective
shares, with appropriate signature guarantee to Commerce
Street Venture Group, Inc., who shall submit the share
certificates to the respective transfer agent for the company,
with instructions to transfer the shares into the name of the
other party. When the shares of both parties are returned,
after appropriate transfer, Commerce Street Venture Group,
Inc. shall then deliver the respective new shares to the
parties.
5. Miscellaneous.
(a) Waiver. No waiver by any party of any condition or of
any breach of any provision of this Agreement shall be
effective unless in writing.
(b) Notices. All notices and other communications
pursuant to this Agreement shall be deemed to be
sufficient if contained in a written instrument and shall
be deemed given if delivered personally, telecopied, sent
by nationally-recognized, overnight courier or mailed by
registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following
addresses (or at such other address for a party as shall
be specified by like notice):
Legend Motors Worldwide, Inc.
00000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xx. 00000
Attn Xxxx Xxxxx
Commerce Street Venture Group, Inc
00000 Xxxxxxxxx Xxxx Xx
Xxxxxxxxx Xx 00000
(c) Any notice so addressed, when mailed by registered or
certified mail shall be deemed to be given three (3) days
after so mailed, when telecopied shall be deemed to be
given when transmitted, or when delivered by hand or
overnight shall be deemed to be given when delivered.
(d) Invalidity of Provisions. If any provisions of this
Agreement shall be determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not be
affected thereby.
(e) Entire Agreement. This Agreement contains the entire
understanding of the parties hereto in respect of the
subject matter hereof, and supersedes all prior
negotiations and understandings, oral or written, between
the parties with respect to the subject matter hereof.
(f) Counterparts; Facsimile Signatures. This Agreement
may be executed in one or more counterparts, each of
which shall be an original, but all of which together
shall constitute one and the same agreement. Facsimile
signatures hereon shall have the same legal force and
effect as original signatures.
(g) Successors and Assigns. This Agreement shall be
enforceable by, and shall inure to the benefit of and be
binding upon, the parties and their respective successors
and assigns. As used herein, the term "successors and
assigns" shall mean, where the context so permits, heirs,
executors, administrators, trustees and successor
trustees and personal and other representatives.
(h) Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Indiana applicable to contracts made and to be preformed
therein without otherwise giving effect to principles of
conflicts of laws. Venue for any action hereunder shall
be proper only in the State of Indiana.
(i) Amendments. This Agreement may be amended only by the
written consent of all parties hereto.
(j) Headings. The headings set forth in this Agreement
have been inserted for convenience of reference only,
shall not be considered a part of this Agreement and
shall not limit, modify or affect in any way the meaning
or interpretation of this Agreement.
(k) Expenses. Each party shall be responsible for their
respective costs associated in connection with this
Agreement. In the event of any litigation arising
pursuant to this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees.
IN WITNESS WHEREOF, the parties hereto have caused this
SHARE SWAP AGREEMENT to be executed and delivered as of the 1st
day of July, 2005.
/s/ Xxxx Xxxxx
________________________________
Xxxx Xxxxx
Chief Financial Officer
Legend Motors Worldwide, Inc.
/s/ Xxxxxx X. Xxxxxxx
________________________________
Xxxxxx X. Xxxxxxx, Xx.
Chief Financial Officer
Commerce Street Venture Group, Inc.
