STOCKHOLDERS (FOUNDERS) AGREEMENT
Exhibit 3
STOCKHOLDERS (FOUNDERS) AGREEMENT
This
STOCKHOLDERS (FOUNDERS) AGREEMENT (this “Agreement”),
dated as of June 15, 2017 (the “Effective Date”) is
entered into amongst the following individuals constituting all of
the founders (current shareholders) of Bitzumi, Inc.
(“Corporation”):
Xxxx Xxxxx (“Xxxxx”)
River Asset Management, Inc. (“River
Asset”)
(Referred to collectively as “Shareholders” and
individually as “Shareholder”) and the
Corporation.
Article 1 – Purpose of Agreement
1.1 The Shareholders are
all the shareholders of the Corporation, a Delaware corporation and
are the sole Directors and Officers of the
Corporation.
1.2. The Shareholders are entering into
this Shareholder Agreement to provide for the management and
control of the affairs of the Corporation, including management of
the business, division of profits, disposition of shares, and
distribution of assets on liquidation.
1.3 The Shareholders
agree that the business of the Corporation is to create a
cryptocurrency exchange and marketplace as well as create
applications utilizing blockchain technology.
Article 2 – Shares Subject to Agreement
2.1. As of the Effective Date, the Company
has the authorized 300,000,000 shares of stock to be issued as
follows: 295,000,000 shares designated as Common Stock and 500,000
shares designated as Preferred Stock, of which 44,250,000 shares of
Common Stock are issued and outstanding. The Shareholders have
purchased and own the number of shares of Common Stock, and
approximate percentage of company ownership, as listed
below:
|
Shareholder
|
Number of Shares of Common Stock
|
Percentage of Ownership
|
|
Xxxx Xxxxx
|
33,500,000
|
75.70%
|
|
River Asset Management, Inc.
|
10,750,000
|
24.30%
|
2.3. The shares listed above
constitute all of the issued and outstanding capital stock of the
Corporation. The Corporation acknowledges receipt from each
Shareholder of the full consideration for the respective shares
listed above as set forth below such Shareholders name on the
signature page hereto, and each Shareholder acknowledges receipt of
certificates representing his or her shares. All of the shares
listed above and any additional shares of the capital stock of the
Corporation that may be acquired by the Shareholders in the future
shall be subject to this Agreement.
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Article 3 – Management and Control
3.1. Board of Directors. The initial sole
director will be Xxxxx.
3.2. Authority of Directors. During
the term of this Agreement, the directors will, when appropriate,
perform the following acts:
3.2.1. Cause the Corporation to maintain the books,
records, and other documents required by Delaware law;
and
3.2.5. Use commercially reasonable efforts to cause the
business of the Corporation in accordance with sound business
practices.
3.3. President. The President and Chief
Executive Officer of the Corporation will be Xxxxx. The President
will control the day-to-day operations of the business and affairs
of the Corporation, and shall have all powers to take such actions
necessary on behalf of the Corporation except those actions that
require Board or Shareholder approval under the By-Laws or the
Delaware General Corporation Law.
3.4. Employment of Shareholders.
Shareholders may be employed as officers of the Corporation, as
long as they hold shares of stock of the Corporation, are active in
its business, and, in a satisfactory manner, perform their duties
and responsibilities as set forth in this Agreement, the Articles
of Incorporation and the Bylaws of the Corporation. The
title, duties, and the other terms of employment, including the
annual salary, will be memorialized in a separate employment
agreement approved by the Board.
Article 4 – Other Agreements
4.1. Noncompetition.
None of the Shareholders will, without the prior
written consent of the other Shareholders, at any time while he is
a shareholder of the Corporation and for a period of 5 years after
he ceases to be a shareholder of the Corporation, either
individually or in partnership or jointly or in conjunction with
any person as principal, agent, employee, shareholder (other than a
holding of shares listed on a United States stock exchange that
does not exceed 5% of the outstanding shares so listed) or in any
other manner whatsoever carry on or be engaged in or be concerned
with or interested in or advise, lend money to, guarantee the debts
or obligations of or permit his name or any part thereof to be used
or employed by any person engaged in or concerned with or
interested in any business similar to or competitive with the
business carried on by the Corporation or, if he has ceased to be a
shareholder of the Corporation, any business similar to or
competitive with the business carried on by the Corporation at the
time such Shareholder ceased to be a shareholder of the
Corporation.
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4.2. Trade Secrets. Each Shareholder
acknowledges that the customer lists, trade secrets, processes,
methods, formulas, intellectual property, inventions, information
including know-how, technical information, assay methods and
development, drug targets, pathways, methods of identification
(including as related to drug discovery), a formula, formulation,
chemistry, design, pattern, compilation, program, device, method,
technique, or process (the “Proprietary Property”) of
the Corporation and any other matters designated by the President
or by the written consent of the Board are valuable assets. Unless
he or she obtains the written consent of the Board, each
Shareholder agrees never to disclose to any individual or
organization, except in authorized connection with the business of
the Corporation, any Proprietary Property.
4.3. Intellectual Property and
Intellectual Property Assignment.
(1) Each Shareholder agrees that all Proprietary Property owned by
such Shareholder prior to the date hereof and relating to the
business of the Corporation hereto shall be hereby assignment, free
and clear of all liens, to the Corporation.
(2) Following the date hereof and after he ceases to be a
shareholder of the Corporation, each
Shareholder agrees that all Proprietary Property developed by such
Shareholder relating to the business of the Corporation shall be
owned by the Corporation and immediately assigned by the
Shareholder to the Corporation.
(3) Proprietary Property shall be promptly and fully
disclosed by each Shareholder to the CEO and/or President and shall
be the exclusive property of the Corporation. You hereby assign to
the Corporation your entire right, title, and interest therein and
shall promptly deliver to the Corporation to all Proprietary
Property, including all papers, drawings, models, data, and other
material relating to any of the foregoing Proprietary Property
conceived, made, developed, created or reduced to practice by you
as aforesaid. All patentable or copyrightable Proprietary Property
shall be considered “works made for hire.” You shall,
upon the Corporation’s request and at its expense, execute
any documents necessary or advisable in the opinion of the
Corporation’s counsel to assign, and confirm the
Corporation’s title in the foregoing Proprietary Property and
to direct issuance of patents or copyrights to the Corporation with
respect to such Proprietary Property as are the Corporation’s
exclusive property as against you and your successors, heirs,
devisees, legatees and assigns under this Section 4.3 or to vest in
the Corporation title to such Proprietary Property as against you
and your successors, heirs, devisees, legatees and assigns, the
expense of securing any such patent or copyright, however, to be
borne by the Corporation.
4.4.
Non-Solicitation of Customers, Customer Prospects, and Vendors.
Each Shareholder covenant and agree that at any time while he is a
shareholder of the Corporation and for a period of 3 years after he
ceases to be a shareholder of the Corporation, such Shareholder
will not, directly or indirectly, solicit or attempt to solicit any
business from any of the Company’s customers, customer
prospects, or vendors with whom such Shareholder had material
contact.
4.5.
Non-Solicitation of Employees. Each Shareholder covenant and agree
that at any time while he is a shareholder of the Corporation and
for a period of 3 years after he ceases to be a shareholder of the
Corporation, such Shareholder will not, directly or indirectly, on
your own behalf or on behalf of or in conjunction with any person
or legal entity, recruit, solicit, or induce, or attempt to
recruit, solicit, or induce, any employee of the Corporation to
terminate their employment relationship with the
Corporation.
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4.6
Confidentiality (non-disclosure). Each Shareholder agrees that he
shall not directly or indirectly divulge or make use of any
Confidential Information (as defined below) without the prior
written consent of the Corporation. Each Shareholder shall not
directly or indirectly misappropriate, divulge, or make use of
Proprietary Property. Each Shareholder further agree that if you
are questioned about information subject to this Agreement by
anyone not authorized to receive such information, you will notify
the Corporation within 24 hours. “Confidential
Information” means information about the Corporation and its
customers, customer prospects, and/or vendors that is not generally
known outside of the Corporation, which you will learn of in
connection with your duties with the Company. Confidential
Information may include, without limitation: (1) the terms of this
Agreement, except as necessary to inform a subsequent employer of
the restrictive covenants contained herein and/or your attorney,
spouse, or professional tax advisor only on the condition that any
subsequent disclosure by any such person shall be considered a
disclosure by you and a violation of this Agreement; (2) the
Corporation’s business policies, finances, and business
plans; (3) the Corporation’s financial projections, including
but not limited to, annual sales forecasts and targets and any
computation(s) of the market share of customers and/or customer
prospects; (4) sales information relating to the Corporation
product roll-outs; (5) customized software, marketing tools, and/or
supplies that you will be provided access to by the Corporation
and/or will create; (6) the identity of the Corporation’s
customers, customer prospects, and/or vendors (including names,
addresses, and telephone numbers of customers, customer prospects,
and/or vendors); (7) any list(s) of the Corporation’s
customers, customer prospects, and/or vendors; (8) the account
terms and pricing upon which the Corporation obtains products and
services from its vendors; (9) the account terms and pricing of
sales contracts between the Corporation and its customers; (10) the
proposed account terms and pricing of sales contracts between the
Corporation and its customer prospects; (11) the names and
addresses of the Corporation’s employees and other business
contacts of the Corporation; (12) the techniques, methods, and
strategies by which the Corporation develops, manufactures,
markets, distributes, and/or sells any of the products; (13) all
Proprietary Property; and (14)
all inventions, trade secrets, know-how, business plans, research,
development, manufacturing and marketing projects. Corporation’s business, technology, business
relationships or financial affairs (collectively,
“Confidential Information”) is and will be the
exclusive property of the Corporation Confidential
Information also
includes information received in confidence by the Corporation from
its customers or suppliers or other third parties. Confidential
Information may include, without limitation, information on finance, structure, business plans,
employee performance, staffing, compensation of others, research and development,
drug development, operations, manufacturing and
marketing, strategies, customers, files, keys, certificates,
passwords and other computer information, as
well as information that the Corporation receives from others under
an obligation of confidentiality.
Article 5 – Distributions of Income and Losses
5.1. Determination of Net Income and
Loss. The net profits or net losses of the Corporation for each
fiscal year will be determined on an accrual basis in accordance
with generally accepted principles of accounting.
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5.2. Retaining Net Income. The Corporation
will retain substantially all of its net income, plus any
additional amount the President reasonably believe necessary to
meet financial needs of the Corporation, including, but not limited
to the research, development or expansion of its
business.
Article 6 – Shareholder Loans To The Corporation
6.1. Loan conditions. A
Shareholder may issue a loan to the Corporation upon approval by
the Board of Directors and only under the following conditions,
unless otherwise agreed upon. The loans shall be unsecured
and at interest rates no greater than 10% per annum, without the
approval of all Shareholders.
6.2. Repayment. Repayment of
Shareholder loans by the Corporation shall occur when the Board of
Directors agree that there are enough corporate funds to pay the
loan. Loans to Shareholders shall be paid in order of
priority with the oldest loan being paid first, unless the
Shareholder waives such write to first payment.
Article 7 – Dissolution of Corporation
7.1. Majority consent required.
Majority of shareholders must consent to voluntary
dissolution.
7.2. Procedures for dissolution. On
commencement of dissolution proceedings (either by election of all
Shareholders or otherwise), the Corporation will cease to carry on
business except as necessary to wind up its business and distribute
its assets. The President, or any Shareholder or Shareholders
appointed by the President, will perform the following acts, as
necessary, to wind up the affairs of the Corporation:
(a)
Continue
the business as necessary for the winding up of the affairs of the
Corporation;
(b)
Carry
out contracts and collect, pay, compromise, and settle debts and
claims for or against the Corporation (including participating in
litigation, whether as plaintiff or defendant relating to the
same);
(c)
Sell
at public or private sale, exchange, convey, or otherwise dispose
of all or any part of the assets of the Corporation for cash in an
amount considered reasonable by the President, or his or her
appointee(s);
(d)
Make
contracts and take any steps in the name of the Corporation that
are necessary or convenient in order to wind up the affairs of the
Corporation; and/or
(e)
Employ
agents and attorneys to liquidate and wind up the affairs of the
Corporation.
7.3. Distribution of assets. As part of
the dissolution process, the President, or the President’s
appointee(s), will apply the assets of the Corporation in the
following order:
(a)
To
all debts and liabilities of the Corporation in accordance with the
law, including the expenses of dissolution and liquidation, but
excluding any Shareholder loans;
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(b)
To
all Shareholder loans, with unpaid interest;
(c)
To
undistributed net profits of the Corporation;
(d)
To
repayment of the purchase price of the shares of the Corporation
actually paid by each Shareholder; and, finally, should any assets
remain;
(e)
To
the Shareholders in proportion to the number of shares of the
Corporation held by each.
Article 8 – Transfer of Shares
8.1. Shares Acquired for Investment.
Each of the Shareholders acknowledges and represents that he or she
has obtained and accepted his or her shares in good faith, for
investment and for his or her own account, and not with a view to
distribution or resale.
8.2. Transfer. Shareholders shall be
permitted to sell, assign and transfer their shares subject to
securities laws(a “Transfer”).
Article 9 – Jurisdiction
9.1. Any dispute relating to this
Shareholder Agreement, or arising out of or relating to operations
of the Corporation, or the rights or obligations of the
Shareholders, shall be settled in any state or federal courts
located in the City of New York, County of New York.
Article 10 – Miscellaneous Provisions
10.1. Necessary Acts. All parties to this
Shareholder Agreement will perform any acts, including executing
any documents, that may be reasonably necessary to fully carry out
the provisions and intent of this Agreement.
10.2. Notices. All notices, demands, requests,
or other communications required or permitted by this Shareholder
Agreement (other than routine communication relative to business
operations) will be in writing sent to the following:
To the Corporation:
00 0xx
Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 000000
To the Shareholders: At the address set forth under each
Shareholder’s name in the signature page to this
Agreement.
10.3. Attorneys’ Fees. In the event of any
litigation concerning this Shareholder, the prevailing party shall
be entitled, in addition to any other relief that may be granted,
to reasonable attorneys’ fees.
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10.4. Binding on Successors and Assigns. This
Agreement will be binding on the parties to the Agreement and on
each of their heirs, executors, administrators, successors, and
assigns.
10.5. Severability. If any provision is
unenforceable or invalid for any reason, the remaining provisions
shall be unaffected by such a holding.
10.6. Governing Law. This Agreement shall be
construed according to and governed by the laws of the State of
Delaware.
10.7. Entire Agreement. This document
constitutes the entire Shareholder Agreement of the Corporation and
correctly sets forth the rights, duties, and obligations of each
Shareholder and of each Shareholder to the other. Any modifications
must be in writing and approved by all Shareholders.
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IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first written
above.
_______________________________
Xxxx Xxxxx
Address: 00 X 00xx
Xxxxxx
Xxx
Xxxx, XX 00000
River Asset Management, Inc.
By:_______________________________
Name:
Title: President
Address:
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