STOCK
REDEMPTION AGREEMENT
Atlas
Technology International, Inc.
Dated
as of December 4, 2017
[Xxxx-Xxxxx
Xxx]
This
Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”),
is entered into by and between Atlas Technology International, Inc., a Delaware corporation (“Atlas”) and Xxxx-Xxxxx
Xxx (“Shareholder”).
RECITALS
WHEREAS,
Shareholder is the owner of 28,000,000 shares of common stock, par value $0.00001 per share, of Atlas (the “Common Stock”);
and
WHEREAS,
pursuant to the terms and conditions of this Agreement, Shareholder desires to sell, and Atlas desires to purchase, all of the
Shareholder’s rights, title, and interest in and to 18,000,000 shares of Common Stock (the “Shares”) as further
described herein; and
WHEREAS,
in connection with the redemption of the Shares, the parties hereto shall undertake such further actions as set forth herein.
NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
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1. |
Agreement
to Purchase and Sell. Subject to the terms and conditions of this Agreement, Shareholder shall sell, assign, transfer,
convey, and deliver to Atlas, and Atlas shall accept and purchase, the Shares and any and all rights in the Shares to which
Shareholder is entitled, and by doing so Shareholder shall be deemed to have assigned all of Shareholder’s rights, titles
and interest in and to the Shares to Atlas. |
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2. |
Consideration.
The consideration for the acquisition of the Shares is $1.00 payable by Atlas, with the express purpose of cancellation
of the Shares on the books, records and share registry of the Company. |
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3. |
Closing; Deliveries; Additional Actions. |
| | 3.1 | Closing.
The purchase and sale of the Shares (the “Closing”) shall be held on
the date hereof. |
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| 3.2. | Deliveries
at Closing. At the Closing, Shareholder shall deliver to Atlas one or more stock
certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers
duly executed in blank in the form as attached hereto as Exhibit A, or other instruments
of transfer in form and substance reasonably satisfactory to Atlas and such other documents
as may be required under applicable law or reasonably requested by Atlas. |
| 4. | Representations
and Warranties of the Shareholder. Shareholder represents and warrants to Atlas as
set forth below. |
| 4.1. | Right
and Title to Shares. Shareholder legally and beneficially owns the Shares and no
other party has any rights therein or thereto. There are no liens or other encumbrances
of any kind on the Shares and Shareholder has the sole right to dispose of the Shares.
There are no outstanding options, warrants or other similar agreements with respect to
the Shares. |
| 4.2. | Organization
and Standing. Shareholder is an individual and has all requisite power and authority
to own its properties and conduct its business as it is now being conducted. The nature
of the business and the character of the properties Shareholder owns or leases do not
make licensing or qualification of such party as a foreign entity necessary under the
laws of any other jurisdiction, except to the extent such licensing or qualification
have already been obtained. |
| 4.3. | Due
Authority; No Violation. Shareholder has all requisite rights and authority or the
capacity to execute, deliver and perform its obligations under this Agreement. The execution
and delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary action on the part of Shareholder,
and no other proceedings on the part of such party are necessary to authorize the execution,
delivery and performance of this Agreement or the transactions contemplated hereby or
thereby on the part of Shareholder. The execution, delivery and performance of this Agreement
will not (x) violate, conflict with, or result in the breach, acceleration, default or
termination of, or otherwise give any other contracting party the right to terminate,
accelerate, modify or cancel any of the terms, provisions, or conditions of any material
agreement or instrument to which Shareholder is a party or by which it or its assets
may be bound or (y) constitute a violation of any material applicable law, rule or regulation,
or of any judgment, order, injunctive award or decree of any governmental authority applicable
to Shareholder or (z) conflict with, result in the breach or termination of any provision
of, or constitute a default under (in each case whether with or without the giving of
notice or the lapse of time, or both) any order, judgment, arbitration award, or decree
to which such Shareholder is a party or by which it or any of its assets or properties
are bound. |
| 4.4. | Approvals.
No approval, authority, or consent of or filing by Shareholder with, or notification
to, any governmental authority, is necessary to authorize the execution and delivery
of this Agreement or the consummation of the transactions contemplated herein. |
| 4.5. | Enforceability.
This Agreement has been duly executed and delivered by Shareholder and, assuming that
this Agreement constitutes the legal, valid and binding obligation of Atlas, constitutes
the legal, valid, and binding obligation of Shareholder, enforceable against Shareholder
in accordance with its terms, except to the extent that the enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws of general application affecting enforcement of creditors’
rights generally. |
| 5. | Representations
and Warranties of Atlas. Atlas represents and warrants to Shareholder as set forth
below. |
| 5.1. | Organization
and Standing. Atlas is duly organized, validly existing, and in good standing under
the laws of the State of Delaware and has all requisite power and authority to own its
properties and conduct its business as it is now being conducted. The nature of the business
and the character of the properties Atlas owns or leases do not make licensing or qualification
of such party as a foreign entity necessary under the laws of any other jurisdiction,
except to the extent such licensing or qualification have already been obtained. |
| 5.2. | Due
Authority; No Violation. Atlas has all requisite rights and authority or the capacity
to execute, deliver and perform its obligations under this Agreement. The execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by all necessary action on the part of Atlas, and
no other proceedings on the part of such party are necessary to authorize the execution,
delivery and performance of this Agreement or the transactions contemplated hereby or
thereby on the part of Atlas. The execution, delivery and performance of this Agreement
will not (x) violate, conflict with, or result in the breach, acceleration, default or
termination of, or otherwise give any other contracting party the right to terminate,
accelerate, modify or cancel any of the terms, provisions, or conditions of any material
agreement or instrument to which Atlas is a party or by which it or its assets may be
bound or (y) constitute a violation of any material applicable law, rule or regulation,
or of any judgment, order, injunctive award or decree of any governmental authority applicable
to Atlas or (z) conflict with, result in the breach or termination of any provision of,
or constitute a default under (in each case whether with or without the giving of notice
or the lapse of time, or both) Atlas’s organizational documents, or any order,
judgment, arbitration award, or decree to which such Atlas is a party or by which it
or any of its assets or properties are bound. |
| 5.3. | Approvals.
No approval, authority, or consent of or filing by Atlas with, or notification to, any
governmental authority, is necessary to authorize the execution and delivery of this
Agreement or the consummation of the transactions contemplated herein. |
| 5.4. | Enforceability.
This Agreement has been duly executed and delivered by Atlas and, assuming that this
Agreement constitutes the legal, valid and binding obligation of Shareholder, constitutes
the legal, valid, and binding obligation of Atlas, enforceable against Atlas in accordance
with its terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws of general application affecting enforcement of creditors’
rights generally. |
| 6. | Covenants
and Agreements. |
| 6.1. | Each
of the parties hereto, as promptly as practicable, shall make, or cause to be made, all
filings and submissions under laws applicable to it and its affiliates, as may be required
for it to consummate the transactions contemplated hereby and shall use its commercially
reasonable efforts to obtain, or cause to be obtained, all other authorizations, approvals,
consents and waivers from all persons and governmental authorities necessary to be obtained
by it or its affiliates, in order for it to consummate such transactions, at the cost
of the party required to file or submit the same. Notwithstanding anything to the contrary
herein, nothing herein shall require, or be construed to require, any party to agree
to hold separate or to divest any of the businesses, product lines or assets. |
| 6.2. | Each
party hereto shall promptly inform the other parties of any material communication from
any governmental authority regarding any of the transactions contemplated by this Agreement
and shall promptly furnish the other parties with copies of substantive notices or other
communications received from any third party or any governmental authority with respect
to such transactions. Each party shall agree on the content of any proposed substantive
written communication or submission or any oral communication to any governmental authority.
If any party or any affiliate thereof receives a request for additional information or
documentary material from any such governmental authority with respect to the transactions
contemplated by this Agreement, then such party will endeavor in good faith to make,
or cause to be made, as soon as reasonably practicable and after consultation with the
other parties, an appropriate response in compliance with such request. The parties shall,
to the extent practicable, provide the other parties and their counsel with advance notice
of and the opportunity to participate in any substantive discussion, telephone call or
meeting with any governmental authority in respect of any filing, investigation or other
inquiry in connection with the transactions contemplated by this Agreement and to participate
in the preparation for such discussion, telephone call or meeting, to the extent not
prohibited by the governmental authority. |
| 6.3. | Each
of the parties shall execute such documents and perform such further acts as may be reasonably
required to carry out the provisions hereof and the actions contemplated hereby. |
| 7. | Conditions
Precedent to the Obligations of Shareholder. The obligations of Shareholder to consummate
any of the transactions contemplated herein are subject to the fulfillment or waiver
by Shareholder of each of the following conditions: |
| 7.1.1. | The
representations and warranties of Atlas contained in this Agreement and all related documents
shall be true and correct in all material respects, except for those representations
and warranties which are qualified as to materiality, which shall be true and correct
in all respects. |
| 7.1.2. | Atlas
shall have complied in all material respects with all covenants, agreements, and conditions
that this Agreement requires. |
| 7.1.3. | No
proceeding or investigation shall have been instituted before or by any court or governmental
authority to restrain or prevent the carrying out of the transactions contemplated by
this Agreement and there shall exist no injunction or other order issued by any governmental
authority which prohibits the consummation of the transactions contemplated under this
Agreement. |
| 7.1.4. | Shareholder
shall have received all other documents and instruments from Atlas as Shareholder may
reasonably request in order to consummate the transactions contemplated herein |
| 8. | Conditions
Precedent to the Obligations of Atlas. The obligation of Atlas to consummate
any of the transactions contemplated herein are subject to the fulfillment or waiver
by Atlas of each of the following conditions: |
| 8.1.1. | The
representations and warranties of Shareholder contained in this Agreement and all related
documents shall be true and correct in all material respects, except for those representations
and warranties which are qualified as to materiality, which shall be true and correct
in all respects. |
| 8.1.2. | Shareholder
shall have complied in all material respects with all covenants, agreements, and conditions
that this Agreement requires. |
| 8.1.3. | No
proceeding or investigation shall have been instituted before or by any court or governmental
authority to restrain or prevent the carrying out of the transactions contemplated by
this Agreement; and there shall exist no injunction or other order issued by any governmental
authority which prohibits the consummation of the transactions contemplated under this
Agreement. |
| 8.1.4. | Atlas
shall have received all other documents and instruments from Shareholder as Atlas may
reasonably request, in order to consummate the transactions contemplated herein. |
| 9.1. | Further
Assurances. From time to time, whether at or following the Closing, each party shall
make reasonable commercial efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things reasonably necessary, proper or advisable, including
as required by applicable laws, to consummate and make effective as promptly as practicable
the transactions contemplated by this Agreement. |
| 9.2. | Expenses.
Each of the parties shall pay its own costs that it incurs incident to the preparation,
execution, and delivery of this Agreement and the performance of any related obligations,
whether or not the transactions contemplated by this Agreement shall be consummated.
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| 9.3. | Fees.
Each party hereto agrees to pay the costs and expenses, including reasonable attorneys’
fees, incurred by the prevailing party in litigation, arbitration, administrative proceeding
or any other proceeding related to the enforcement or interpretation of any of the terms
of this Agreement. |
| 9.4. | Consequential
Damages. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS,
COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED
AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE
OBLIGATIONS UNDER THIS AGREEMENT. |
| 9.5. | Representations
and Warranties. All representations, warranties, and agreements made by the parties
pursuant to this Agreement shall survive the consummation of the transactions contemplated
herein until the expiration of the applicable statute of limitations. |
| 9.6. | Notices.
All notices or other communications required or permitted hereunder shall be in writing
shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed,
three (3) business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid and addressed to the intended recipient as set forth
below, or (c) if sent through an overnight delivery service in circumstances to which
such service guarantees next day delivery, the day following being so sent to the addresses
of the parties as indicated on the signature page hereto; or (d) if sent via email, when
sent with return receipt requested and received, in each case to the addresses as set
forth below. Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the manner herein
set forth. |
If
to Atlas, to:
Atlas
Technology International, Inc.
00000
Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx
Xxxx, Xxxxxxxxxx 00000
With
a copy to:
Xxxxx
Xxxxxxx, Esq.
000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx
Xxxx Xxxxx, XX 00000
E-mail:
Xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
If
to Shareholder, to the address of the Shareholder as set forth in the books and records of Atlas.
| 9.7. | Choice
of Law. This Agreement shall be governed, construed and enforced in accordance with
the laws of the State of Delaware, without giving effect to principles of conflicts of
law. |
| 9.8. | Jurisdiction.
Any claim arising out of or relating to this Agreement or the transactions contemplated
hereby shall be instituted only in any federal or state court located in Palm Beach County,
Florida, and each party agrees not to assert, by way of motion, as a defense or otherwise,
in any such claim, that it is not subject personally to the exclusive jurisdiction of
such court, that the claim is brought in an inconvenient forum, that the venue of the
claim is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court. Each party further irrevocably submits to the jurisdiction of such
court in any such claim. |
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| | 9.9. | Waiver
of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9. |
| 9.10. | Assignment.
This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their permitted successors and assigns. No party to this Agreement may assign
or delegate, by operation of law or otherwise, all or any portion of its rights, obligations
or liabilities under this Agreement without the prior written consent of the other parties
to this Agreement, which any such party may withhold in its absolute discretion. |
| 9.11. | No
Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, remedies
or claims upon any Person or entity not a party or a permitted assignee of a party to
this Agreement. |
| 9.12. | Specific
Performance. The parties hereto agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed by them in accordance
with the terms hereof or were otherwise breached and that each party hereto shall be
entitled to an injunction or injunctions, specific performance and other equitable relief
to prevent breaches of the provisions hereof and to enforce specifically the terms and
provisions hereof, without the proof of actual damages, in addition to any other remedy
to which they are entitled at law or in equity. Each party agrees to waive any requirement
for the security or posting of any bond in connection with any such equitable remedy,
and agrees that it will not oppose the granting of an injunction, specific performance
or other equitable relief on the basis that (a) any other party has an adequate
remedy at law, or (b) an award of specific performance is not an appropriate remedy
for any reason at law or equity. |
| 9.13. | Entire
Agreement. This Agreement represents the entire understanding and agreement between
the parties regarding the subject matter hereof and supersede all prior agreements, representations,
warranties, and negotiations between the parties. This Agreement may be amended, supplemented,
or changed only by an agreement in writing that makes specific reference to this Agreement
or the agreement delivered pursuant to it, and must be signed by all of the parties hereto.
This Agreement may not be amended by email or other electronic communications. |
| 9.14. | Interpretation.
The parties have jointly participated in the drafting and negotiation of this Agreement
and if an ambiguity or question of interpretation should arise, this Agreement shall
be construed as if drafted jointly by the parties thereto and no presumption of burden
of proof shall arise favoring or burdening any party by virtue of the authorship of any
provision in this Agreement. |
| 9.15. | Severability.
Whenever possible, each provision of this Agreement shall be interpreted in a manner
to be effective and valid under applicable law, but if one or more of the provisions
of this Agreement is subsequently declared invalid or unenforceable, the invalidity or
unenforceability shall not in any way affect the validity or enforceability of the remaining
provisions of this Agreement. In the event of the declaration of invalidity or unenforceability,
this Agreement, as modified, shall be applied and construed to reflect substantially
the intent of the parties and achieve the same economic effect as originally intended
by its terms. In the event that the scope of any provision to this Agreement is deemed
unenforceable by a court of competent jurisdiction, or by an arbitrator, the parties
agree to the reduction of the scope of the provision as the court or arbitrator shall
deem reasonably necessary to make the provision enforceable under the circumstances. |
| 9.16. | Headings.
The headings contained in this Agreement are intended solely for convenience and shall
not affect the rights of the parties to this Agreement. |
| 9.17. | Waiver.
Waiver of any term or condition of this Agreement by any party shall only be effective
if in writing and shall not be construed as a waiver of any subsequent breach or failure
of the same term or condition, or a waiver of any other term or condition of this Agreement. |
| 9.18. | Counterparts.
This Agreement may be signed in any number of counterparts with the same effect as if
the signature on each counterpart were on the same instrument. |
[Remainder
of page intentionally left blank – Signature pages follow]
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
Exhibit
A
IRREVOCABLE
STOCK POWER
FOR
VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Xxxx-Xxxxx Xxx (“Seller”) hereby
assigns, transfers, and conveys to Atlas Technology International, Inc., a Delaware corporation (the “Company”),
all of Seller’s right, title, and interest in and to 18,000,000 shares of common stock, par value US$0.00001 per share,
of the Company, represented by Certificate No. __________________ [N/A if uncertificated] and hereby irrevocably appoints the
Chief Executive Officer of the Company, as Seller’s attorney-in-fact to transfer said shares on the books of the
Company, with full power of substitution in the premises.
Date:
December 4, 2017
By: ____________________________
Name: Xxxx-Xxxxx
Xxx
