Statement of Beneficial Ownership (sc 13d)
December 17 2014 - 12:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Confederate Motors, Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
20716D 104
(CUSIP Number)
H. MATTHEW CHAMBERS
3029 2nd Avenue South
Birmingham, AL 35233
(205) 324-9888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 2009
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box .
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1 |
name of reporting person
H. Matthew Chambers
i.r.s. identification no.
of above person (entities only) |
2 |
check the appropriate box
if a member of a group*
(A) ☒
(B) ☐ |
3 |
sec use only |
4 |
source of funds*
PF |
5 |
check if disclosure of legal proceedings
is required pursuant to items 2(d) or 2(e) ☐ |
6 |
citizenship or place of organization
U.S.A. |
number
of
shares
beneficially
owned
by
each
reporting
person
with |
7
|
sole voting power
3,770,000 SHARES |
8
|
shared voting power
8,867,632 SHARES |
9
|
sole dispositive power
3,770,000 SHARES |
10 |
shared dispositive power
2,633,220 SHARES |
11 |
aggregate amount beneficially
owned by each reporting person
12,637,632 SHARES |
12 |
check
box if the aggregate amount in row (11) excludes certain shares ☐* |
13 |
percent of class represented
by amount in row (11)
43.98% |
14 |
type of reporting person*
IN |
|
|
1 |
name of reporting person
RSC Affiliated Businesses,
LLC
i.r.s. identification no.
of above person (entities only)
26-4151179 |
2 |
check the appropriate box
if a member of a group*
(A) ☒
(B) ☐ |
3 |
sec use only |
4 |
source of funds*
WC |
5 |
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ☐ |
6 |
citizenship or place of organization
Louisiana |
number
of
shares
beneficially
owned
by
each
reporting
person
with |
7 |
sole voting power
0 SHARES |
8 |
shared voting power
2,633,220
SHARES |
9 |
sole dispositive power
0 SHARES |
10 |
shared dispositive power
2,633,220
SHARES |
11 |
aggregate amount beneficially
owned by each reporting person
2,633,220
SHARES |
12 |
check box if the aggregate amount in row (11) excludes certain shares ☐* |
13 |
percent of class represented
by amount in row (11)
9.17% |
14 |
type of reporting person*
OO |
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common
Stock, $0.001 par value per share (the “Common Stock”), of Confederate Motors, Inc., a Delaware corporation
(the “Issuer”). The principal executive offices of the Issuer are located at 3029 2nd Avenue South, Birmingham,
Alabama 35233.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D Statement is filed jointly
by H. Matthew Chambers, an individual, and RSC Affiliated Businesses, LLC (“RSC”), a Louisiana limited liability
company. Mr. Chambers is the Chief Executive Officer, Chairman, and a director of the Issuer and RSC is engaged in the business
of investing.
Mr. Chambers has 75% ownership of RSC. Pamela
Miller (life partner of Mr. Chambers), has the remaining 25% ownership of RSC. Due to his relationship to RSC, Mr. Chambers may
be deemed to have shared voting and investment power with respect to the shares of Common Stock beneficially owned by RSC. As such,
Mr. Chambers may be deemed to have shared beneficial ownership over such shares of Common Stock. Mr. Chambers, however, disclaims
beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein.
The principal business address of Mr. Chambers
and RSC is 3029 2nd Avenue South, Birmingham, Alabama 35233.
During the last five years, none of the Reporting
Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or, (ii) was a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding, there
was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
On February 12, 2009, the Issuer entered into
and closed a reverse acquisition agreement with Confederate Motor Company, Inc. (“CMC”), a Louisiana corporation.
On the closing date, the stockholders of CMC exchanged all of the outstanding securities of CMC for 8,895,000 shares of Common
Stock of the Issuer. RSC received 2,633,220 shares of the Issuer’s Common Stock in the transaction, which exceeded five percent
of the outstanding shares of the Issuer.
On May 31, 2013, the Issuer completed a nonpublic
offering of its Common Stock commenced on or about February 22, 2013. In the offering, Mr. Chambers purchased 1,680,000 shares
of Common Stock for cancellation of $210,000 in debt owed to him by the Issuer for a portion of his unpaid wages. Although the
shares of Common Stock have been earned by Mr. Chambers, the certificates have not been issued.
On July 31, 2013, the Issuer offered for sale
6,234,412 shares of common stock at $0.1604 per share for gross proceeds of $1,000,000 (the “Offering”). The
Issuer received a subscription commitment from Optimum Solution PTE. LTD (“Optimum”) for 6,234,412 shares. On
October 10, 2014, the Issuer received the remaining $250,000 from Optimum and issued the remaining 3,117,206 shares to Optimum.
On March 30, 2014, the Board of Directors of
the Issuer appointed Arun Pandey to serve as a class I director of the (subject to his acceptance) and, on July 11, 2014, Mr. Pandey
accepted the appointment. In connection with the Offering, so long as Optimum beneficially owns at least 25% of the shares purchased
in the Offering, Optimum will have the right to designate to the Board of Directors or Nominating Committee, as applicable, one
person to be nominated for election as a director at the next annual meeting or special meeting in lieu of annual meeting, at which
directors are to be elected. The Board will nominate such person proposed by Optimum for election as a director, unless the Board
obtains a legal opinion that nominating such person would result in a breach of the Board’s fiduciary duties. Upon receipt
of the remaining $250,000 subscription amount from Optimum, Mr. Chambers furnished an irrevocable proxy to Optimum to vote his
shares for the election of Optimum’s nominee and Optimum furnished to Mr. Chambers an irrevocable proxy for Mr. Chambers
to elect the remaining slate of directors.
Upon the completion of the Offering, the Issuer
issued 2,090,000 shares to Mr. Chambers, for $236,250 in unpaid salary, a 2.5 year extension of his employment agreement, and past
director fees.
ITEM 4. PURPOSE OF TRANSACTION.
The purposes of the transactions described
in response to Item 3 above were to effectuate the reverse acquisition of the Issuer by Confederate Motor Company, Inc., a Louisiana
corporation (“CMC”) and to satisfy a debt owed to Mr. Chambers for past due salary and bonuses. As a result
of the reverse acquisition, Mr. Chambers assumed control of the board of directors and management of the Issuer. The prior business
of the Issuer was discontinued and the business of the Issuer thereafter was the business conducted by CMC.
Except to the extent provided in this Schedule
13D and as disclosed above, the Reporting Persons do not have any plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from
time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
As of November 14, 2014, the Issuer had 25,629,556 shares of Common Stock issued and outstanding as reported in the Issuer’s
quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2014. After the consummation of
the transactions described in Item 3 above, (i) Mr. Chambers beneficially owns 6,403,220 shares of Common Stock (consisting of
3,770,000 shares beneficially owned by Mr. Chambers and 2,633,220 shares beneficially owned by RSC), which constitutes beneficial
ownership of approximately 23.45% of the outstanding shares; and (ii) RSC beneficially owns 2,633,220 shares of Common Stock which
constitutes approximately 9.64% of the outstanding shares.
(b)
Mr. Chambers has 75% ownership of RSC. Pamela Miller (life partner of Mr. Chambers), has the remaining 25% ownership of
RSC and, as such, he has shared voting and dispositive power with RSC.
(c)
The Reporting Persons have not effected any transactions in the Common Stock during the past 60 days, except as set forth
in response to Item 3 above.
(d)
The Reporting Persons have the shared right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock they own as provided herein.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Issuer has entered into an employment agreement
with Mr. Chambers with an effective date of February 15, 2012. The term of the employment agreement is five years. The term will
automatically extend in one-year increments unless the Issuer notifies Mr. Chambers in that year that his employment agreement
will not be extended. The employment agreement provides for annual base salary of $180,000 and a guaranteed 25% bonus. The annual
base salary will be reviewed each year by the Issuer’s board of directors (or compensation committee, if applicable), but
cannot be decreased from the amount in effect in the previous year. The employment agreement also makes Mr. Chambers eligible for
annual bonuses determined by the Issuer’s board of directors (or compensation committee, if applicable). The employment agreement
also provides that Mr. Chambers is eligible to participate in the Issuer’s equity incentive plans and other employee benefit
programs. The employment agreement imposes on Mr. Chambers post-termination non-competition, non-solicitation and confidentiality
obligations. Under the agreement, Mr. Chambers has agreed not to compete with the Issuer in the United States, subject to certain
limited exceptions, for a period of two years after termination of his employment (provided that the agreement is terminated other
than for good reason by the officer or without cause by the Issuer). Mr. Chambers has further agreed, for a period of three years
after termination of his employment, to refrain from inducing, or attempting to induce, any of the Issuer’s customers or
employees to curtail or terminate their relationship or employment with the Issuer, as applicable. Mr. Chambers also agrees to
maintain the confidentiality of all confidential or proprietary information of the Issuer, and assign any inventions to the Issuer
that he acquired or developed during his relationship with the Issuer. The employment agreement provides for payments and benefits
upon termination of employment in addition to those previously accrued. If Mr. Chambers is terminated due to death or disability,
he will receive (in addition to items previously accrued):
| · | instead of a bonus (other than accrued and unpaid guaranteed bonus) for that year, a lump sum cash
payment equal to the average annual bonus in recent years (calculated as described below), prorated to reflect the part of the
year completed before termination; and |
| · | in case of disability, continued health, medical and life insurance coverage until age 65. |
If the Issuer terminates Mr. Chambers’
employment without cause, including after a change in control, or if he terminates employment for good reason, he will receive
(in addition to items previously accrued):
| · | a lump sum cash payment equal to (1) the sum of his then-current annual base salary, plus his then-current
guaranteed cash bonus, plus the average annual bonus in recent years (calculated as described below), multiplied by 3; |
| · | instead of a bonus (other than accrued and unpaid guaranteed bonus) for that year, a lump sum cash
payment equal to his average annual bonus in recent years (calculated as described below), which, unless the termination occurs
within the period beginning on the date of a change in control and ending two years after a change in control, will be prorated
to reflect the part of the year completed before termination; and |
| · | continued health, medical and life insurance coverage for one year. |
In each case, the average annual bonus in recent
years is calculated by using the most recent (up to three) calendar years in which Mr. Chambers worked for the Issuer for the entire
year. If Mr. Chambers was not eligible for, or did not receive, a bonus during any of those years, then the Issuer deems the average
annual bonus to be equal to the target annual bonus for the year of termination. When calculating the average annual bonus, any
guaranteed cash bonus is disregarded. If payments under the employment agreement are subject to the golden parachute excise tax,
the Issuer must pay an additional gross-up amount so that his after-tax benefits are the same as if no excise tax had applied.
The employment agreement dated February 15, 2012, with Mr. Chambers was amended to extend the term of the employment for an additional
two years. As a bonus for extending the term of the employment agreement Mr. Chambers will be issued 200,000 fully-vested shares
pursuant to the Issuer’s 2008 Incentive Plan, provided that the Issuer receives equity financing of at least $1,000,000 pursuant
to the July 2013 private offering or upon collection of the remaining subscriptions for the May 2013 private offering.
In connection with the Offering, as described
above, so long as Optimum beneficially owns at least 25% of the shares purchased in the Offering, Optimum will have the right to
designate to the Board of Directors or Nominating Committee, as applicable, one person to be nominated for election as a director
at the next annual meeting or special meeting in lieu of annual meeting, at which directors are to be elected. The Board will nominate
such person proposed by Optimum for election as a director, unless the Board obtains a legal opinion that nominating such person
would result in a breach of the Board’s fiduciary duties. Upon receipt of the remaining $250,000 subscription amount from
Optimum, Mr. Chambers furnished an irrevocable proxy to Optimum to vote his shares for the election of Optimum’s nominee
and Optimum furnished to Mr. Chambers an irrevocable proxy for Mr. Chambers to elect the remaining slate of directors.
See Items 2, 3, and 5.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
|
Incorporated by Reference |
|
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed
Herewith |
Employment Agreement with H. Matthew Chambers |
8-K |
000-52500 |
10.2 |
2/12/09 |
|
Employment Agreement with H. Matthew Chambers effective February 15, 2012 |
10-K |
000-52500 |
3.1 |
4/16/13 |
|
Irrevocable Proxy granted by Optimum Solutions Pte Ltd to H. Matthew Chambers effective October 10, 2014 |
|
|
|
|
X |
Irrevocable Proxy granted by H. Matthew Chambers to Optimum Solutions Pte Ltd effective October 10, 2014 |
|
|
|
|
X |
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
Dated: December 16, 2014 |
/s/ H. Matthew Chambers |
|
H. Matthew Chambers |
|
|
|
|
RSC Affiliated Businesses, LLC |
|
|
|
Dated: December 16, 2014 |
By: |
/s/ H. Matthew Chambers |
|
|
H. Matthew Chambers, CEO |
|
|
|
|
Page 7 of 7
Exhibit 99.1
IRREVOCABLE PROXY AGREEMENT
This Agreement (the “Agreement”),
entered into effective the 10th day of October 2014 (the “Effective Date”), is by and between Optimum
Solutions Pte Ltd, a company incorporated in Singapore (hereinafter the “Proxy Holder”) and H. Matthew Chambers
(hereinafter the “Stockholder”), a shareholder of Confederate Motors, Inc., a Delaware corporation (the “Company”).
Recitals:
WHEREAS, the Company has
entered into a Subscription Agreement dated as of the Effective Date (the “Subscription Agreement”) with the
Proxy Holder whereby the Proxy Holder has purchased 6,234,412 common shares of the Company (the “Shares”);
WHEREAS, pursuant to the
terms of the Subscription Agreement the Proxy Holder has agreed to provide the Stockholder with this proxy;
WHEREAS, the Stockholder
is willing to grant to the Proxy Holder the right to vote the Shares owned by the Stockholder for a limited period of time to effect
the purposes of the Subscription Agreement;
NOW, THEREFORE, in consideration
of the mutual terms and conditions set forth herein, and for other consideration the sufficiency and receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Proxy.
Except as limited herein, the Stockholder hereby irrevocably constitutes and appoints Proxy Holder the true and lawful attorney,
agent and proxy, with full power of substitution, of the Stockholder for the period hereinafter defined, for and in the name, place
and stead of the Stockholder, to vote all of the shares of common stock held by the Stockholder at any and all meetings of the
shareholders of the Company, whether regular or special, and at any adjournment or adjournments thereof, and to execute with respect
to said Shares any and all instruments, consents, directions or other documents relative to the following corporate action: the
election of one director designated by the Proxy Holder pursuant to the Subscription Agreement.
2. Term. This irrevocable proxy shall expire on the earlier of ten (10) years from the Effective Date or such date as
the Proxy Holder shall retain ownership of fewer than 25% of the Shares.
3. Stock Transfer Records. Each of the stock certificates representing the Stockholder’s shares shall be designated
as subject to this irrevocable proxy on the transfer records of the Company.
4. Proxy Coupled with an Interest. This proxy is being given in conjunction with the sale of the Shares by the Company
to the Proxy Holder as provided in the Subscription Agreement. For this reason, among others, the Stockholder acknowledges and
declares that, (a) this Agreement and the proxy hereby granted are irrevocable for the term set forth herein, and (b) the proxy
granted hereby is coupled with an interest.
5. Miscellaneous.
a. Governing Law and Venue. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper or is an inconvenient venue for such proceeding.
b. Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions
of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorneys’ fees and
other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
c. Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to
the subject matter hereof and supersedes all negotiations, representations, prior discussions, and preliminary agreements between
the parties hereto relating to the subject matter of this Agreement.
d. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the
parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties.
e. Headings. The descriptive headings of the various sections or parts of this Agreement are for convenience only and
shall not affect the meaning or construction of any of the provisions hereof.
f. Survival
of Covenants, Etc. All covenants, representations and warranties made herein shall survive the making of this Agreement and
shall continue in full force and effect from the date of signing of this Agreement, at the end of which period no claim may be
made with respect to any such covenant, representation, or warranty unless such claim shall have been asserted in writing to the
indemnifying party during such period.
g. Binding
on Successors. This Agreement will be binding on, and will inure to the benefit of, the parties to it and their respective
heirs, legal representatives, successors, and assigns.
h. Counterparts.
This Agreement may be executed in 2 (two) counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile.
i. Governing Language. This Agreement has been negotiated and executed by the parties in English. In the event any translation
of this Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
j. Amendment/
Modification. This Agreement may only be amended, supplemented or modified by execution of an instrument in writing signed by
the parties hereto.
IN WITNESS WHEREOF, the
undersigned have executed this document effective the day and year first above written.
STOCKHOLDER: |
s/ H. Matthew Chambers |
|
H. Matthew Chambers |
|
|
PROXY HOLDER: |
/s/ Arun Pandey |
|
Arun Pandey |
3
Exhibit 99.2
IRREVOCABLE PROXY AGREEMENT
This Agreement (the “Agreement”),
dated the 10th day of October 2014 (the “Effective Date”), is by and between H. Matthew Chambers
(hereinafter the “Proxy Holder”) and Optimum Solutions Pte Ltd, a company incorporated in Singapore (hereinafter
the “Stockholder”), a shareholder of Confederate Motors, Inc., a Delaware corporation (the “Company”).
Recitals:
WHEREAS, the Company has
entered into a Subscription Agreement dated as of the Effective Date (the “Subscription Agreement”) with the
Stockholder whereby the Stockholder has purchased 6,234,412 common shares of the Company (the “Shares”);
WHEREAS, pursuant to the
terms of the Subscription Agreement the Proxy Holder has agreed to provide the Stockholder with this proxy;
WHEREAS, the Stockholder
is willing to grant to the Proxy Holder the right to vote the Shares owned by the Stockholder for a limited period of time to effect
the purposes of the Subscription Agreement;
NOW, THEREFORE, in consideration
of the mutual terms and conditions set forth herein, and for other consideration the sufficiency and receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Proxy.
Except as limited herein, the Stockholder hereby irrevocably constitutes and appoints Proxy Holder the true and lawful attorney,
agent and proxy, with full power of substitution, of the Stockholder for the period hereinafter defined, for and in the name, place
and stead of the Stockholder, to vote all of the Shares at any and all meetings of the shareholders of the Company, whether regular
or special, and at any adjournment or adjournments thereof, and to execute with respect to said Shares any and all instruments,
consents, directions or other documents relative to the following corporate action: the election of all directors, except one director
designated by the Stockholder pursuant to the Subscription Agreement.
2. Term.
This irrevocable proxy shall expire on the earlier of ten (10) years from the Effective Date or such date as the Stockholder shall
retain ownership of fewer than 25% of the Shares.
3. Stock
Transfer Records. Each of the stock certificates representing the Shares shall be designated as subject to this irrevocable
proxy on the transfer records of the Company.
4. Proxy
Coupled with an Interest. This proxy is being given in conjunction with the sale of the Shares by the Company to the Stockholder
as provided in the Subscription Agreement. For this reason, among others, the Stockholder acknowledges and declares that, (a)
this Agreement and the proxy hereby granted are irrevocable for the term set forth herein, and (b) the proxy granted hereby is
coupled with an interest.
5. Miscellaneous.
a. Governing Law and Venue. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper or is an inconvenient venue for such proceeding.
b. Attorneys’
Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful
or prevailing party or parties will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action
or proceeding, in addition to any other relief to which it or they may be entitled.
c. Entire
Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions, and preliminary agreements between the parties hereto
relating to the subject matter of this Agreement.
d. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the
parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties.
e. Headings.
The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
f. Survival
of Covenants, Etc. All covenants, representations and warranties made herein shall survive the making of this Agreement and
shall continue in full force and effect from the date of signing of this Agreement, at the end of which period no claim may be
made with respect to any such covenant, representation, or warranty unless such claim shall have been asserted in writing to the
indemnifying party during such period.
g. Binding
on Successors. This Agreement will be binding on, and will inure to the benefit of, the parties to it and their respective
heirs, legal representatives, successors, and assigns.
h. Counterparts.
This Agreement may be executed in 2 (two) counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile.
i. Governing
Language. This Agreement has been negotiated and executed by the parties in English. In the event any translation of this
Agreement is prepared for convenience or any other purpose, the provisions of the English version shall prevail.
j. Amendment/
Modification. This Agreement may only be amended, supplemented or modified by execution of an instrument in writing signed
by the parties hereto.
IN WITNESS WHEREOF, the
undersigned have executed this document effective the day and year first above written.
PROXY HOLDER: |
/s/ H. Matthew Chambers |
|
H. Matthew Chambers |
|
|
|
STOCKHOLDER:
|
Optimum Solutions Pte Ltd |
|
|
|
By |
/s/ Arun Pandey |
|
|
|
|
|
Its: |
|
3
Curtiss Motorcycles (PK) (USOTC:CMOT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Curtiss Motorcycles (PK) (USOTC:CMOT)
Historical Stock Chart
From Jul 2023 to Jul 2024