SHARE EXCHANGE AGREEMENT by and among Tilden Associates, Inc., a Delaware corporation and Carrier Alliance Group, Inc., a New York corporation and Chris Panzeca and James Stanco, as the Sole Shareholders of Carrier Alliance Group, Inc. February 15, 2012Share Exchange Agreement • February 21st, 2012 • Tilden Associates Inc • Retail-auto & home supply stores • New York
This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 15th day of February, 2012, by and among Tilden Associates, Inc., a corporation duly organized and existing under the laws of the State of Delaware, located at 300 Hempstead Turnpike, West Hempstead, New York 11552 (“Tilden”), Carrier Alliance Group, Inc., a corporation duly organized and existing under the laws of the State of New York, located at 1501 Broadway, 27th Floor, New York, New York 10036 (“Carrier”), Chris Panzeca and James Stanco, with an address c/o Carrier Alliance Group, Inc., 1501 Broadway, 27th Floor, New York, New York 10036 as the sole shareholders of Carrier (the “Carrier Shareholders”). Carrier and the Carrier Shareholders are hereinafter referred to collectively as the “Carrier Parties” and are each, a “Carrier Party”. Each of Tilden, Carrier, and the Carrier Shareholders are a “Party” and are together, the “Parties”.
ContractSenior Secured Promissory Note • February 21st, 2012 • Tilden Associates Inc • Retail-auto & home supply stores • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
