SHARE SWAP AGREEMENT
The parties to this SHARE SWAP AGREEMENT (the "Agreement") are
Legend Motors Worldwide, Inc. (the "Buyer"), and Xxxxxx X.
Xxxxxxx, Xx. (the "Seller") (Buyer and Seller collectively
constituting the "Parties"). The Parties enter into this Share
Swap Agreement on this 28th day of April, 2005.
WHEREAS, Buyer is the owner of 1,647,084 (One Million Six Hundred
Thousand and Eighty Four) shares of Legend Motors Worldwide, Inc;
and
WHEREAS, Seller is the owner of 80 (eighty) shares of GT 00 Xxxxx
Xxxxxxx, Inc.; and
WHEREAS, the Parties are desirous of executing a swap of their
respective shares; Buyer will transfer the shares to Seller and
Seller will transfer the shares to Buyer; and
WHEREAS, the 1,647,084 shares of Legend Motors Worldwide, Inc and
the 80 shares of GT 00 Xxxxx Xxxxxxx, Inc. represent equal
values;
NOW 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 Legend Motors Worldwide, Inc. and GT 00
Xxxxx Xxxxxxx, Inc. (collectively, the "Companies") 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 companies, 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
Xxxxxx X. Xxxxxxx, Xx.
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Commerce Street Venture Group, Inc
00000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx XX 00000
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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) Amendments. This Agreement may be amended only by the
written consent of all parties hereto.
(i) 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.
(j) 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 28th
day of April, 2005.
/s/ Xxxx X. Xxxxx
____________________________
Legend Motors Worldwide, Inc.
By: Xxxx X. Xxxxx, Secretary and Treasurer
/s/ Xxxxxx X. Xxxxxxx, Xx.
____________________________
Xxxxxx X. Xxxxxxx, Xx.
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