Agreement Between V3 Consulting and Asia Document Transition, Inc. April 24, 2006
EXHIBIT
10.2
Agreement
Between V3 Consulting and Asia Document Transition, Inc.
April
24,
2006
AGREEMENT
made this 24th day of April, 2006, by and between V3 Consulting, Inc. whose
address Is XX Xxx 0000,
Xxx
Xxxxxxx Xxxxxxx, Xxx Xxxx, XX 00000, hereinafter referred to as the "V3,
and
Asia Document Transition,
Inc., (a Nevada Corporation incorporated on April 12, 2006 and whose Resident
Agent Is Resident Agents
of
Nevada, 000 X Xxxxxxx Xxxxxx, Xxxxxx Xxxx Nevada) hereinafter referred to
as
"ADT".
WHEREAS
ADT agrees that V3 has provided assistance in the formation of ADT, WHEREAS
ADT
desires lo provide
Compensation for such assistance, which ADT acknowledges has already been
rendered, THEREFORE, It
is
agreed as follows:
ADT
shall
Issue to V3 375,000 Common Shares of ADT {"V3 Shares"), such shares to be
considered fully paid and
non
assessable.
V3,
collectively with any entity to whom V3 shall transfer beneficial ownership
of
any or all V3 Shares, will receive that number of common shares which shall
allow V3, collectively with any entity to whom V3 shall transfer
beneficial ownership of any or all V3 Shares, to maintain ownership of 1.5%
of
ADT should additional shares
be
issued at anytime during the three years following the xxxx of the receipt
by V3
of the V3 Shares and (ii) that
any
and all V3 Shares owned by V3 and any entity to whom V3 shall transfer
beneficial ownership of any or all
V3
Shares shall be included in any registration statement filed for purposes
of a
public offering of securities of ADT
of
the same class as the V3 Shares or which are convertible into or exercisable
for
such class of securities (other than a registration on Form S-8).
V3
shall
be entitled to a fee in cash of 10% of the value of any cash consideration
received by (i) either ADT, its subsidiaries,
affiliates, or assigns and/or (ii) Xxxxxxx Xxxx, whose address Is 7th Floor.
New
York House, 00 Xxxxxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxx, in connection with a change in control of ADT other
than the change of control
required in accordance to the terms and conditions of that Agreement dated
March
31, 2008 entered into by
and
between V3, Xxxxx X. Xxxx, whose address Is l 000 Xxxxxxxxxx Xxxxxx, Xx 00,
Xxx
Xxxxx XX 00000, and Xxxxxxx
Xxxx whose address is 7th Floor, New York House, 00 Xxxxxxxxx Xxxx, Xxxxxxx,
Xxxx Xxxx ("Cash Fee")
ADT
also agrees that regardless of the actual consideration paid, said Cash Fee
shall be no less than $50,000.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York and the parties
hereby submit to the exclusive jurisdiction of the courts of the State of
New
York.
|
V3
|
ADT
|
|
By:/s/
Xxxxxxx Xxxxxx
|
By:/s/Xxxxx
X Xxxx
|
|
Its
President
|
Its
President, Secretary and Sole
Director
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