SUBSCRIPTION AGREEMENT
ARC287BC Corporation
This agreement ("Agreement") is made as of the date set forth below by and between ARC287BC Corporation., a New Jersey corporation (the "Company"), and the undersigned ("Subscriber"). Collectively, Arc and Subscriber shall be referred to as the "Parties" and each as the "Party." This Agreement is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the "Offering") for sale by the Company of shares of its common stock (the "Shares" or "Securities") as described in the Company's Offering Circular dated July 11, 2017 (the "Offering Circular"), a copy of which has been delivered to Subscriber.
ARTICLE I
SUBSCRIPTION
| 1.01 | Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $1.00 per Share for the total amount set forth on the Subscription Agreement Signature Page (the "Purchase Price"), subject to the Company's right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable. |
| 1.02 | Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions: |
| (a) | Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by check made payable to "ARC287BC Corporation", by debit transfer, or by wire transfer; |
| (b) | This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company. The deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance of this Agreement; |
| (d) | The Company shall have the right to reject this subscription, in whole or in part; |
| (e) | The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled; |
| (f) | Upon the clearance of Subscriber's Purchase Price, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by Securities Transfer Corporation (the "Transfer Agent"), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A. |
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER
By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:
| 2.01 | Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies. |
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| 2.02 | Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Subscription Agreement. |
| 2.03 | Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all the risk factors relating to the purchase of Securities. |
| 2.04 | Accredited Investor Status or Investment Limits. Subscriber represents that either: |
| (a) | Subscriber is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the Subscription Agreement Signature Page hereto concerning Subscriber is true and correct; or |
| (b) | The Purchase Price set out in paragraph (b) of the Subscription Agreement Signature Page, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth. |
Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.
| 2.05 | Shareholder Information. Within five days after receipt of a request from the Company or by Securities Transfer Corporation, which is acting as an administrative agent for the Company, Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company's shareholders. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer. |
| 2.06 | Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled "Risk Factors." Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. |
| 2.07 | Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber's investment will bear a lower valuation. |
| 2.08 | Domicile. Subscriber maintains Subscriber's domicile (and is not a transient or temporary resident) at the address shown on the signature page. |
| 2.09 | No Brokerage Fees. There are no claims for brokerage commission, finders' fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim. |
| 2.10 | Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of |
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the Securities. Subscriber's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber's jurisdiction.
ARTICLE III
SURVIVAL; INDEMNIFICATION
| 3.01 | Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. |
ARTICLE IV
MISCELLANEOUS PROVISIONS
| 4.01 | Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement. |
| 4.02 | Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering. |
| 4.03 | Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. |
| 4.04 | Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. |
| 4.05 | Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering. |
| 4.06 | Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. |
| 4.07 | Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. |
| 4.08 | Venue; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New Jersey. |
| 4.09 | Notices. All notices, requests, demands, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered or sent by certified mail, postage prepaid, with return receipt requested, addressed to the parties as follows: to the Company, 1232 Union Blvd., Totowa, NJ 07512, and to Subscriber, at the address indicated below. Any party may change its address for purposes of this Section by giving notice as provided herein. |
| 4.10 | Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. |
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ARC287BC Corporation
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
The undersigned, desiring to purchase shares of common stock of Punch TV Studios, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.
| (a) | The number of Shares the undersigned hereby irrevocably subscribes for is: | ||||
| Total Number of Shares | |||||
| (b) | The aggregate Purchase Price (based on a price of $1.00 per Share) for the Shares the undersigned hereby irrevocably subscribes for is: | $ | |||
| Total Purchase Price | |||||
| (c) | Check the applicable box | ||||
| o | The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act). The undersigned has checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status. | ||||
| o | The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned's net worth or annual income. | ||||
| (d) | The Securities being subscribed for will be owned by, and should be recorded on the Company's books as held in the name of: | ||||
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| Signature | Signature | ||||
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| Name (Please Print) | Name (Please Print) | ||||
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| E-mail Address | E-mail Address | ||||
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| Address | Address | ||||
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| Telephone Number | Telephone Number | ||||
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| Social Security Number | Social Security Number | ||||
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| Date: | Date: | ||||
This Subscription is accepted on:__________________ ___________________________________________
By: Wilson X. Bezerra
Chief Executive Officer
ARC287BC Corporation
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CERTIFICATE OF ACCREDITED INVESTOR STATUS
The undersigned is an individual "accredited investor," as that term is defined in Regulation D under the Securities Act of 1933, as amended (the "Act"). The undersigned has checked the box below indicating the basis on which it is representing its status as an ";accredited investor":
| o | A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are "accredited investors"; |
| o | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; |
| o | An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
| o | A natural person whose individual net worth, or joint net worth with the undersigned's spouse, excluding the "net value" of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for foreseeable future, with "net value" for such purposes being the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, but subtracting such indebtedness or obligation only if it is a liability already considered in calculating net worth; |
| o | A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; |
| o | A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or |
| o | An entity in which all the equity holders are "accredited investors" by virtue of their meeting one or more of the above standards. |
| o | An individual who is a director or executive officer of ARC287BC Corporation, Inc. |
Date: ________________ Subscriber
_________________________________________
By:
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1.0
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Duties & Responsibilities
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1.1
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Duties of Chief Executive Officer. ARC 287BC will employ Bezerra as its Chief Executive Officer (from now referred to as CEO) during the Term of this Agreement. Bezerra shall perform his duties and responsibilities as CEO within the framework of the vision, mission, and core values of ARC 287BC, as well as the Articles of incorporation and Bylaws, of ARC287BC. In such capacity, Bezerra shall exercise general supervisory responsibility and management authority over ARC 287BC and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by ARC 287BC Board of Directors. As part of his duties, Bezerra shall also attend those educational, academic or philanthropic conferences related to ARC287BC that Bezerra or the Board of Directors determine are beneficial and appropriate. Bezerra shall be responsible for the hiring and discharge of all ARC287BC personnel and contractors, either directly or through his designees. Bezerra shall also have the right and authority to contract and make other commitments on behalf of AR287BC consistent with its goals, missions, and the confines of Arc budget. Without limiting the foregoing, Bezerra duties include but are not limited to: |
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1.1.1
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Communicating the vision, mission and core values of ARC287BC to the staff, to the community, to contributors, to governmental entities and to the public at large;
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1.1.2
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Acting as a positive force in the community consistent with the vision, mission and core values of ARC287BC;
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1.1.3
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Working with the Chairman of the Board to establish ARC287BC Board of Directors' meeting agendas;
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1.1.4
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Providing advice and counsel to ARC287BC Board of Directors and its Committees;
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1.1.5
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Recruiting and managing the key (i.e., top) employees;
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1.1.6
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Orienting and training new and established employees;
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1.1.7
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Developing and evaluating Board of Director and key employees; and
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1.1.8
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Serving as ARC287BC spokesperson with the media.
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1.2
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Conflicts of Interest. Bezerra shall avoid conflicts, potential or real, between his own personal and financial interests and that of ARC287BC, and shall comply with ARC287BC conflict of interest policy as adopted and revised by the Board of Directors from time to time. In general, Bezerra shall be free to engage in independent consulting relationship and pursue personal business activities unrelated to his duties at ARC287BC to the extent consistent with the conflict of interest policy and with the approval of the Board.
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2.0
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Consideration. In Consideration for Bezerra's agreement to perform his duties as CEO in accordance with Article 1 of this Agreement, ARC287BC agrees as follows:
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2.1
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Common Stock. ARC287BC agrees to issue to Bezerra 150 million shares of common stock in the Company (the Stock). ARC287BC shall issue the Stock certificates concurrent with the execution of this agreement. Bezerra shall maintain at least a minimum fifty percent controlling interest in ARC 287BC, even in the event that ARC 287BC issues new shares of any type of stock.
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2.2
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Salary. ARC 287BC agrees to pay to Bezerra a salary in the amount of $ 150,000.00 per year until such time as the Board of Directors determines future compensation based on Bezerra' performance or other merit-based criteria.
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2.3
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Chairman of the Board of Directors. ARC 287BC agrees to appoint Bezerra as Chairman of the Board of Directors of ARC 287BC, with all requisite rights, duties and obligations of that position.
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3.0
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Term of Employment. Bezerra's Term of Employment pursuant to this Agreement shall commence upon execution of this Agreement and shall continue for a period of 3 (three) years therefrom. Thereafter, the Term of Employment shall automatically renew for successive periods of three (3) years each.
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3.1
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The Board of Directors may only terminate Bezerra' employment with the Company for cause. In the event Bezerra is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Bezerra in accordance with the provisions of Section 2.2, except for the Bezerra' then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Bezerra' termination for cause. "Cause" shall be defined as:
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3.1.1
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Any act or omission that constitutes a material breach by Bezerra of any of his obligations under this Agreement;
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3.1.2
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The willful and continued failure or refusal of Bezerra to satisfactorily perform the duties reasonably required of him as an employee of the Company;
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3.1.3
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Bezerra' conviction of, or plea of nolo contendere to any felony or any crime involving dishonesty or moral turpitude or any other crime that could reflect negatively upon the Company or otherwise impair or impede its operations;
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3.1.4
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Bezerra' engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
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3.1.5
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Bezerra' material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;
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3.1.6
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Bezerra' refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law;
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3.1.7
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Any other willful misconduct by Bezerra that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or
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3.1.8
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Bezerra' breach of his obligations under Section 1.1 of this Agreement.
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3.2
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Resignation by Bezerra. Bezerra may resign his employment with the Company upon 60 - (sixty) month written notice to the Board, and his date of resignation shall be considered the date on which he is no longer employed, not the date on which he gives written notice. Bezerra shall only be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Bezerra shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the date of resignation.
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3.3
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Termination without Cause. In the event that the Company terminates Bezerra' employment without Cause, as defined in Section 3.1, Bezerra shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 10 (ten) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Bezerra shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
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3.4
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Constructive Termination. In the event that Bezerra is constructively terminated, Bezerra shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Bezerra shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination
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3.5
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Termination by Mutual Agreement. In the event that the Parties mutually agree to terminate the employment of Bezerra, regardless of the reason or reasons, Bezerra shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 3 (three) years following the date of the termination by mutual agreement. Bezerra shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
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3.6
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Disability. In the event that Bezerra is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Bezerra shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination due to disability; and (c) any and all benefits for a period of 3 (three) years following the date of the termination due to disability. Bezerra shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
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3.6.1
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Self-Inflicted Disability. If such disability is as a result of any intentional self-inflicted injury, such termination shall be considered a resignation as of the date of the disability, and Bezerra shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2.
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3.7
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Death. In the event of the death of Bezerra, for any reason other than suicide, Bezerra' next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of his death; and (b) any and all benefits for a period of 3 (three) years following the date of his death.
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3.7.1
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Suicide. In the event that Bezerra' death is a result of suicide, such death shall be considered a resignation as of the date of death, and Bezerra' next of kin shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2
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3.8
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Next of Kin. Bezerra shall designate his next of kin at any time during his employment with the Company, or in the alternative, designate a trust or other entity to receive his salary and benefits in the event of his death.
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4.0
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Confidentiality.
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4.1
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Confidential Information. During the performance of their duties and obligations under this Agreement, the Parties will become privileged to certain information that is classified as "Confidential Information," including, but not limited to the terms and conditions of this Agreement; personal information regarding the Parties; and any other information that the Parties shall deem to be Confidential Information. Any Party may deem any information as Confidential Information and do not require approval or authorization from the other Party for the information to be deemed Confidential Information. Confidential Information shall not include the following:
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4.1.1
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Information that is or becomes publicly available other than as a result of a violation of this Agreement; or
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4.1.2
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Information that is or becomes available on a non-confidential basis from a source that Party is not aware to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation; or
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4.1.3
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Information that the Party can demonstrate was legally in the possession of a third party prior to disclosure by Party to that third party.
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4.2
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Non-Disclosure of Confidential Information. Except as may be required by law, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party. Each Party shall require all its owners, directors, managers, employees, key personnel, agents, representatives, affiliates, consultants, advisors, attorneys, accountants, contractors, and any other individual affiliated with that Party to be bound by the provisions of this Article.
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4.3
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Exemptions. Either Party may disclose the terms of this Agreement to its outside auditors, accountants, and attorneys, only to the extent necessary to permit the performance of the necessary or required tax, accounting, financial, legal, or tasks and services.
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4.4
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Remedies. Should any Party disclose any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, as the result of the other Party's unauthorized disclosure of the Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys' fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of Confidential Information, the prevailing party shall be entitled to recover its court costs, expert fees, reasonable attorney's fees and expenses. |
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5.0
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General Considerations
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5.1
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Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.
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5.2
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Additional Documentation. The Parties agree to provide any additional documents, and execute as required by this Agreement to continue its full effect and performance.
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5.3
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Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited solely for the accomplishment of the business purposes outlined within this Agreement.
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5.4
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Assignment. Bezerra reserves the right to assign his rights under paragraph 2.1 of this Agreement to any party, provided that no conflict of interest exists; however, neither party shall assign any other rights, duties or obligations under this Agreement to any third party unless prior written consent is obtained from the other party hereto.
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5.5
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Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.
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5.6
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Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.
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5.7
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Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.
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5.8
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Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes beyond any Party's reasonable control, but excluding failure caused by the Party's financial negligence or failure to follow through with needed and agreed to documentation to complete the effect of this Agreement.
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5.9
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Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. Each Party shall bear their own costs of arbitration, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and expenses (i.e. all reasonable pre- and post-award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).
|
|
5.10
|
Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws provisions. The Parties agree that any legal action or proceeding by or against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of New Jersey, in and for the County of Los Angeles, or of the United States of America for the District of New Jersey.
|
|
5.11
|
Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, that may become a liability or obligation of any other Party or adversely affect the this transaction.
|
|
5.12
|
Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.
|
|
6.0
|
Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.
|
|
7.0
|
Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:
|
|
1.0
|
Duties & Responsibilities
|
|
1.1
|
Duties of Engineer. ARC287BC will employ Nagy as its Senior Project Engineer (from now referred to as Engineer) during the Term of this Agreement. Nagy shall perform his duties and responsibilities as Engineer within the framework of the vision, mission, and core values of ARC 287BC, as well as the Articles of incorporation and Bylaws, of ARC287BC. In such capacity, Nagy shall exercise general supervisory responsibility and management over his responsibilities in ARC 287BC and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by ARC287BC Board of Directors. As part of his duties, Nagy shall also attend those educational, academic or philanthropic conferences related to ARC 287BC that the CEO or the Board of Directors determine are beneficial and appropriate. Nagy shall be responsible for the consecution of new partners in the Countries designated to him and make the negotiations fair and with a perfect environment that help the company to accomplish its growing plans. Nagy shall also have the right to participate in the decision-making process on behalf of ARC287BC consistent with its goals, missions, and the confines of ARC budget. Without limiting the foregoing, Nagy duties include but are not limited to: |
|
1.1.1
|
Communicating the vision, mission and core values of ARC287BC to the potential partners, to the community, to contributors, to governmental entities and to the public at large;
|
|
1.1.2
|
Acting as a positive force in the community consistent with the vision, mission and core values of ARC287BC;
|
|
1.1.3
|
Working with the CEO to establish ARC287BC Board of Directors' meeting agendas;
|
|
1.1.4
|
Providing advice and counsel to ARC287BC Board of Directors and its Committees
|
|
1.1.5
|
Orienting and training the new sales force;
|
|
1.2
|
Conflicts of Interest. Nagy shall avoid conflicts, potential or real, between his own personal and financial interests and that of ARC 287BC, and shall comply with ARC 287BC conflict of interest policy as adopted and revised by the Board of Directors from time to time. In general, Nagy shall be free to engage in independent consulting relationship and pursue personal business activities unrelated to his duties at ARC287BC to the extent consistent with the conflict of interest policy and with the approval of the Board
|
|
2.0
|
Consideration. In Consideration for Nagy's agreement to perform his duties as CEO in accordance with Article 1 of this Agreement, ARC287BC agrees as follows:
|
|
|
2.1
|
Common Stock. ARC287BC agrees to issue to Nagy NO shares of common stock in the Company (the Stock). ARC287BC shall issue NO Stock certificates concurrent with the execution of this agreement;
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|
|
2.2
|
Salary. ARC287BC agrees to pay to Nagy a salary in the amount of $ 150,000.00 per year until such time as the Board of Directors determines future compensation based on Nagy' performance or other merit-based criteria.
|
|
3.0
|
Term of Employment. Nagy' Term of Employment pursuant to this Agreement shall commence upon execution of this Agreement and shall continue for a period of 1 (one) year therefrom. Thereafter, the Term of Employment shall automatically renew for successive periods of one (1) year each.
|
|
3.1
|
Termination for Cause. The Board of Directors may only terminate Nagy' employment with the Company for cause. In the event Nagy is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Nagy in accordance with the provisions of Section 2.2, except for the Nagy' then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Nagy' termination for cause. "Cause" shall be defined as:
|
|
3.1.1
|
Any act or omission that constitutes a material breach by Nagy of any of his obligations under this Agreement;
|
|
3.1.2
|
The willful and continued failure or refusal of Nagy to satisfactorily perform the duties reasonably required of him as an employee of the Company;
|
|
3.1.3
|
Nagy' conviction of, or plea of nolo contendere to any felony or any crime involving dishonesty or moral turpitude or any other crime that could reflect negatively upon the Company or otherwise impair or impede its operations;
|
|
3.1.4
|
Nagy' engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
|
|
3.1.5
|
Nagy' material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;
|
|
3.1.6
|
Nagy' refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law;
|
|
3.1.7
|
Any other willful misconduct by Nagy that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or
|
|
3.1.8
|
Nagy' breach of his obligations under Section 1.1 of this Agreement.
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|
3.2
|
Resignation by Nagy. Nagy may resign his employment with the Company upon 60 - (sixty) month written notice to the Board, and his date of resignation shall be considered the date on which he is no longer employed, not the date on which he gives written notice. Nagy shall only be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Nagy shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the date of resignation.
|
|
3.3
|
Termination without Cause. In the event that the Company terminates Nagy' employment without Cause, as defined in Section 3.1, Nagy shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 10 (ten) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Nagy shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
|
|
3.4
|
Constructive Termination. In the event that Nagy is constructively terminated, Nagy shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Nagy shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination
|
|
3.5
|
Termination by Mutual Agreement. In the event that the Parties mutually agree to terminate the employment of Nagy, regardless of the reason or reasons, Nagy shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 3 (three) years following the date of the termination by mutual agreement. Nagy shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
|
|
3.6
|
Disability. In the event that Nagy is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Nagy shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination due to disability; and (c) any and all benefits for a period of 3 (three) years following the date of the termination due to disability. Nagy shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
|
|
3.6.1
|
Self-Inflicted Disability. If such disability is as a result of any intentional self-inflicted injury, such termination shall be considered a resignation as of the date of the disability, and Nagy shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2.
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|
3.7
|
Death. In the event of the death of Nagy, for any reason other than suicide, Nagy' next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of his death; and (b) any and all benefits for a period of 3 (three) years following the date of his death.
|
|
3.7.1
|
Suicide. In the event that Nagy' death is a result of suicide, such death shall be considered a resignation as of the date of death, and Nagy' next of kin shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2
|
|
3.8
|
Next of Kin. Nagy shall designate his next of kin at any time during his employment with the Company, or in the alternative, designate a trust or other entity to receive his salary and benefits in the event of his death.
|
|
4.0
|
Confidentiality.
|
|
4.1
|
Confidential Information. During the performance of their duties and obligations under this Agreement, the Parties will become privileged to certain information that is classified as "Confidential Information," including, but not limited to the terms and conditions of this Agreement; personal information regarding the Parties; and any other information that the Parties shall deem to be Confidential Information. Any Party may deem any information as Confidential Information and do not require approval or authorization from the other Party for the information to be deemed Confidential Information. Confidential Information shall not include the following:
|
|
4.1.1
|
Information that is or becomes publicly available other than as a result of a violation of this Agreement; or
|
|
4.1.2
|
Information that is or becomes available on a non-confidential basis from a source that Party is not aware to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation; or
|
|
4.1.3
|
Information that the Party can demonstrate was legally in the possession of a third party prior to disclosure by Party to that third party.
|
|
4.2
|
Non-Disclosure of Confidential Information. Except as may be required by law, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party. Each Party shall require all its owners, directors, managers, employees, key personnel, agents, representatives, affiliates, consultants, advisors, attorneys, accountants, contractors, and any other individual affiliated with that Party to be bound by the provisions of this Article.
|
|
4.3
|
Exemptions. Either Party may disclose the terms of this Agreement to its outside auditors, accountants, and attorneys, only to the extent necessary to permit the performance of the necessary or required tax, accounting, financial, legal, or tasks and services.
|
|
4.4
|
Remedies. Should any Party disclose any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, as the result of the other Party's unauthorized disclosure of the Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys' fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of Confidential Information, the prevailing party shall be entitled to recover its court costs, expert fees, reasonable attorney's fees and expenses. |
|
5.0
|
General Considerations
|
|
5.1
|
Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.
|
|
5.2
|
Additional Documentation. The Parties agree to provide any additional documents, and execute as required by this Agreement to continue its full effect and performance.
|
|
5.3
|
Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited solely for the accomplishment of the business purposes outlined within this Agreement.
|
|
5.4
|
Assignment. Nagy reserves the right to assign his rights under paragraph 2.1 of this Agreement to any party, provided that no conflict of interest exists; however, neither party shall assign any other rights, duties or obligations under this Agreement to any third party unless prior written consent is obtained from the other party hereto.
|
|
5.5
|
Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.
|
|
5.6
|
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.
|
|
5.7
|
Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.
|
|
5.8
|
Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes beyond any Party's reasonable control, but excluding failure caused by the Party's financial negligence or failure to follow through with needed and agreed to documentation to complete the effect of this Agreement.
|
|
5.9
|
Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. Each Party shall bear their own costs of arbitration, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and expenses (i.e. all reasonable pre- and post-award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).
|
|
5.10
|
Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws provisions. The Parties agree that any legal action or proceeding by or against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of New Jersey, in and for the County of Los Angeles, or of the United States of America for the District of New Jersey.
|
|
5.11
|
Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, that may become a liability or obligation of any other Party or adversely affect the this transaction.
|
|
5.12
|
Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.
|
|
6.0
|
Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.
|
|
7.0
|
Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:
|
|
1.0
|
Duties & Responsibilities
|
|
1.1
|
Duties of Engineer. ARC287BC will employ Okogu as its Senior Project Engineer (from now referred to as Engineer) during the Term of this Agreement. Okogu shall perform his duties and responsibilities as Engineer within the framework of the vision, mission, and core values of ARC 287BC, as well as the Articles of incorporation and Bylaws, of ARC287BC. In such capacity, Okogu shall exercise general supervisory responsibility and management over his responsibilities in ARC 287BC and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by ARC287BC Board of Directors. As part of his duties, Okogu shall also attend those educational, academic or philanthropic conferences related to ARC 287BC that the CEO or the Board of Directors determine are beneficial and appropriate. Okogu shall be responsible for the consecution of new partners in the Countries designated to him and make the negotiations fair and with a perfect environment that help the company to accomplish its growing plans. Okogu shall also have the right to participate in the decision-making process on behalf of ARC287BC consistent with its goals, missions, and the confines of ARC budget. Without limiting the foregoing, Okogu duties include but are not limited to: |
|
1.1.1
|
Communicating the vision, mission and core values of ARC287BC to the potential partners, to the community, to contributors, to governmental entities and to the public at large;
|
|
1.1.2
|
Acting as a positive force in the community consistent with the vision, mission and core values of ARC287BC;
|
|
1.1.3
|
Working with the CEO to establish ARC287BC Board of Directors' meeting agendas;
|
|
1.1.4
|
Providing advice and counsel to ARC287BC Board of Directors and its Committees
|
|
1.1.5
|
Orienting and training the new sales force;
|
|
1.2
|
Conflicts of Interest. Okogu shall avoid conflicts, potential or real, between his own personal and financial interests and that of ARC 287BC, and shall comply with ARC 287BC conflict of interest policy as adopted and revised by the Board of Directors from time to time. In general, Okogu shall be free to engage in independent consulting relationship and pursue personal business activities unrelated to his duties at ARC287BC to the extent consistent with the conflict of interest policy and with the approval of the Board
|
|
2.0
|
Consideration. In Consideration for Okogu's agreement to perform his duties as CEO in accordance with Article 1 of this Agreement, ARC287BC agrees as follows:
|
|
|
2.1
|
Common Stock. ARC287BC agrees to issue to Okogu NO shares of common stock in the Company (the Stock). ARC287BC shall issue NO Stock certificates concurrent with the execution of this agreement;
|
|
|
2.2
|
Salary. ARC287BC agrees to pay to Okogu a salary in the amount of $ 91,770.00 per year until such time as the Board of Directors determines future compensation based on Okogu' performance or other merit-based criteria.
|
|
3.0
|
Term of Employment. Okogu' Term of Employment pursuant to this Agreement shall commence upon execution of this Agreement and shall continue for a period of 1 (one) year therefrom. Thereafter, the Term of Employment shall automatically renew for successive periods of one (1) year each.
|
|
3.1
|
Termination for Cause. The Board of Directors may only terminate Okogu' employment with the Company for cause. In the event Okogu is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Okogu in accordance with the provisions of Section 2.2, except for the Okogu' then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Okogu' termination for cause. "Cause" shall be defined as:
|
|
3.1.1
|
Any act or omission that constitutes a material breach by Okogu of any of his obligations under this Agreement;
|
|
3.1.2
|
The willful and continued failure or refusal of Okogu to satisfactorily perform the duties reasonably required of him as an employee of the Company;
|
|
3.1.3
|
Okogu' conviction of, or plea of nolo contendere to any felony or any crime involving dishonesty or moral turpitude or any other crime that could reflect negatively upon the Company or otherwise impair or impede its operations;
|
|
3.1.4
|
Okogu' engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
|
|
3.1.5
|
Okogu' material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;
|
|
3.1.6
|
Okogu' refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law;
|
|
3.1.7
|
Any other willful misconduct by Okogu that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or
|
|
3.1.8
|
Okogu' breach of his obligations under Section 1.1 of this Agreement.
|
|
3.2
|
Resignation by Okogu. Okogu may resign his employment with the Company upon 60 - (sixty) month written notice to the Board, and his date of resignation shall be considered the date on which he is no longer employed, not the date on which he gives written notice. Okogu shall only be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Okogu shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the date of resignation.
|
|
3.3
|
Termination without Cause. In the event that the Company terminates Okogu' employment without Cause, as defined in Section 3.1, Okogu shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 10 (ten) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Okogu shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
|
|
3.4
|
Constructive Termination. In the event that Okogu is constructively terminated, Okogu shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Okogu shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination
|
|
3.5
|
Termination by Mutual Agreement. In the event that the Parties mutually agree to terminate the employment of Okogu, regardless of the reason or reasons, Okogu shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 3 (three) years following the date of the termination by mutual agreement. Okogu shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
|
|
3.6
|
Disability. In the event that Okogu is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Okogu shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination due to disability; and (c) any and all benefits for a period of 3 (three) years following the date of the termination due to disability. Okogu shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
|
|
3.6.1
|
Self-Inflicted Disability. If such disability is as a result of any intentional self-inflicted injury, such termination shall be considered a resignation as of the date of the disability, and Okogu shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2.
|
|
3.7
|
Death. In the event of the death of Okogu, for any reason other than suicide, Okogu' next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of his death; and (b) any and all benefits for a period of 3 (three) years following the date of his death.
|
|
3.7.1
|
Suicide. In the event that Okogu' death is a result of suicide, such death shall be considered a resignation as of the date of death, and Okogu' next of kin shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2
|
|
3.8
|
Next of Kin. Okogu shall designate his next of kin at any time during his employment with the Company, or in the alternative, designate a trust or other entity to receive his salary and benefits in the event of his death.
|
|
4.0
|
Confidentiality.
|
|
4.1
|
Confidential Information. During the performance of their duties and obligations under this Agreement, the Parties will become privileged to certain information that is classified as "Confidential Information," including, but not limited to the terms and conditions of this Agreement; personal information regarding the Parties; and any other information that the Parties shall deem to be Confidential Information. Any Party may deem any information as Confidential Information and do not require approval or authorization from the other Party for the information to be deemed Confidential Information. Confidential Information shall not include the following:
|
|
4.1.1
|
Information that is or becomes publicly available other than as a result of a violation of this Agreement; or
|
|
4.1.2
|
Information that is or becomes available on a non-confidential basis from a source that Party is not aware to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation; or
|
|
4.1.3
|
Information that the Party can demonstrate was legally in the possession of a third party prior to disclosure by Party to that third party.
|
|
4.2
|
Non-Disclosure of Confidential Information. Except as may be required by law, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party. Each Party shall require all its owners, directors, managers, employees, key personnel, agents, representatives, affiliates, consultants, advisors, attorneys, accountants, contractors, and any other individual affiliated with that Party to be bound by the provisions of this Article.
|
|
4.3
|
Exemptions. Either Party may disclose the terms of this Agreement to its outside auditors, accountants, and attorneys, only to the extent necessary to permit the performance of the necessary or required tax, accounting, financial, legal, or tasks and services.
|
|
4.4
|
Remedies. Should any Party disclose any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, as the result of the other Party's unauthorized disclosure of the Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys' fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of Confidential Information, the prevailing party shall be entitled to recover its court costs, expert fees, reasonable attorney's fees and expenses. |
|
5.0
|
General Considerations
|
|
5.1
|
Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.
|
|
5.2
|
Additional Documentation. The Parties agree to provide any additional documents, and execute as required by this Agreement to continue its full effect and performance.
|
|
5.3
|
Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited solely for the accomplishment of the business purposes outlined within this Agreement.
|
|
5.4
|
Assignment. Okogu reserves the right to assign his rights under paragraph 2.1 of this Agreement to any party, provided that no conflict of interest exists; however, neither party shall assign any other rights, duties or obligations under this Agreement to any third party unless prior written consent is obtained from the other party hereto.
|
|
5.5
|
Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.
|
|
5.6
|
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.
|
|
5.7
|
Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.
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5.8
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Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes beyond any Party's reasonable control, but excluding failure caused by the Party's financial negligence or failure to follow through with needed and agreed to documentation to complete the effect of this Agreement.
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5.9
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Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. Each Party shall bear their own costs of arbitration, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and expenses (i.e. all reasonable pre- and post-award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).
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5.10
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Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws provisions. The Parties agree that any legal action or proceeding by or against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of New Jersey, in and for the County of Los Angeles, or of the United States of America for the District of New Jersey.
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5.11
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Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, that may become a liability or obligation of any other Party or adversely affect the this transaction.
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5.12
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Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.
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6.0
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Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.
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7.0
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Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:
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1.0
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Duties & Responsibilities
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1.1
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Duties of Engineer. ARC287BC will employ Martinez as its Senior Project Engineer (from now referred to as Engineer) during the Term of this Agreement. Martinez shall perform his duties and responsibilities as Engineer within the framework of the vision, mission, and core values of ARC 287BC, as well as the Articles of incorporation and Bylaws, of ARC287BC. In such capacity, Martinez shall exercise general supervisory responsibility and management over his responsibilities in ARC 287BC and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by ARC287BC Board of Directors. As part of his duties, Martinez shall also attend those educational, academic or philanthropic conferences related to ARC 287BC that the CEO or the Board of Directors determine are beneficial and appropriate. Martinez shall be responsible for the consecution of new partners in the Countries designated to him and make the negotiations fair and with a perfect environment that help the company to accomplish its growing plans. Martinez shall also have the right to participate in the decision-making process on behalf of ARC287BC consistent with its goals, missions, and the confines of ARC budget. Without limiting the foregoing, Martinez duties include but are not limited to: |
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1.1.1
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Communicating the vision, mission and core values of ARC287BC to the potential partners, to the community, to contributors, to governmental entities and to the public at large;
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1.1.2
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Acting as a positive force in the community consistent with the vision, mission and core values of ARC287BC;
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1.1.3
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Working with the CEO to establish ARC287BC Board of Directors' meeting agendas;
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1.1.4
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Providing advice and counsel to ARC287BC Board of Directors and its Committees
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1.1.5
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Orienting and training the new sales force;
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1.2
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Conflicts of Interest. Martinez shall avoid conflicts, potential or real, between his own personal and financial interests and that of ARC 287BC, and shall comply with ARC 287BC conflict of interest policy as adopted and revised by the Board of Directors from time to time. In general, Martinez shall be free to engage in independent consulting relationship and pursue personal business activities unrelated to his duties at ARC287BC to the extent consistent with the conflict of interest policy and with the approval of the Board
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2.0
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Consideration. In Consideration for Martinez's agreement to perform his duties as CEO in accordance with Article 1 of this Agreement, ARC287BC agrees as follows:
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2.1
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Common Stock. ARC287BC agrees to issue to Martinez NO shares of common stock in the Company (the Stock). ARC287BC shall issue NO Stock certificates concurrent with the execution of this agreement;
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2.2
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Salary. ARC287BC agrees to pay to Martinez a salary in the amount of $ 91,770.00 per year until such time as the Board of Directors determines future compensation based on Martinez' performance or other merit-based criteria.
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3.0
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Term of Employment. Martinez' Term of Employment pursuant to this Agreement shall commence upon execution of this Agreement and shall continue for a period of 1 (one) year therefrom. Thereafter, the Term of Employment shall automatically renew for successive periods of one (1) year each.
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3.1
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Termination for Cause. The Board of Directors may only terminate Martinez' employment with the Company for cause. In the event Martinez is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Martinez in accordance with the provisions of Section 2.2, except for the Martinez' then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Martinez' termination for cause. "Cause" shall be defined as:
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3.1.1
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Any act or omission that constitutes a material breach by Martinez of any of his obligations under this Agreement;
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3.1.2
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The willful and continued failure or refusal of Martinez to satisfactorily perform the duties reasonably required of him as an employee of the Company;
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3.1.3
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Martinez' conviction of, or plea of nolo contendere to any felony or any crime involving dishonesty or moral turpitude or any other crime that could reflect negatively upon the Company or otherwise impair or impede its operations;
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3.1.4
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Martinez' engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;
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3.1.5
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Martinez' material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;
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3.1.6
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Martinez' refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law;
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3.1.7
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Any other willful misconduct by Martinez that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or
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3.1.8
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Martinez' breach of his obligations under Section 1.1 of this Agreement.
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3.2
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Resignation by Martinez. Martinez may resign his employment with the Company upon 60 - (sixty) month written notice to the Board, and his date of resignation shall be considered the date on which he is no longer employed, not the date on which he gives written notice. Martinez shall only be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Martinez shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the date of resignation.
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3.3
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Termination without Cause. In the event that the Company terminates Martinez' employment without Cause, as defined in Section 3.1, Martinez shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 10 (ten) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Martinez shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
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3.4
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Constructive Termination. In the event that Martinez is constructively terminated, Martinez shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Martinez shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination
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3.5
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Termination by Mutual Agreement. In the event that the Parties mutually agree to terminate the employment of Martinez, regardless of the reason or reasons, Martinez shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 3 (three) years following the date of the termination by mutual agreement. Martinez shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
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3.6
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Disability. In the event that Martinez is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Martinez shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of the termination due to disability; and (c) any and all benefits for a period of 3 (three) years following the date of the termination due to disability. Martinez shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.
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3.6.1
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Self-Inflicted Disability. If such disability is as a result of any intentional self-inflicted injury, such termination shall be considered a resignation as of the date of the disability, and Martinez shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2.
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3.7
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Death. In the event of the death of Martinez, for any reason other than suicide, Martinez' next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 3 (three) years following the date of his death; and (b) any and all benefits for a period of 3 (three) years following the date of his death.
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3.7.1
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Suicide. In the event that Martinez' death is a result of suicide, such death shall be considered a resignation as of the date of death, and Martinez' next of kin shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2
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3.8
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Next of Kin. Martinez shall designate his next of kin at any time during his employment with the Company, or in the alternative, designate a trust or other entity to receive his salary and benefits in the event of his death.
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4.0
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Confidentiality.
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4.1
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Confidential Information. During the performance of their duties and obligations under this Agreement, the Parties will become privileged to certain information that is classified as "Confidential Information," including, but not limited to the terms and conditions of this Agreement; personal information regarding the Parties; and any other information that the Parties shall deem to be Confidential Information. Any Party may deem any information as Confidential Information and do not require approval or authorization from the other Party for the information to be deemed Confidential Information. Confidential Information shall not include the following:
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4.1.1
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Information that is or becomes publicly available other than as a result of a violation of this Agreement; or
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4.1.2
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Information that is or becomes available on a non-confidential basis from a source that Party is not aware to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation; or
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4.1.3
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Information that the Party can demonstrate was legally in the possession of a third party prior to disclosure by Party to that third party.
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4.2
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Non-Disclosure of Confidential Information. Except as may be required by law, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party. Each Party shall require all its owners, directors, managers, employees, key personnel, agents, representatives, affiliates, consultants, advisors, attorneys, accountants, contractors, and any other individual affiliated with that Party to be bound by the provisions of this Article.
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4.3
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Exemptions. Either Party may disclose the terms of this Agreement to its outside auditors, accountants, and attorneys, only to the extent necessary to permit the performance of the necessary or required tax, accounting, financial, legal, or tasks and services.
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4.4
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Remedies. Should any Party disclose any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, as the result of the other Party's unauthorized disclosure of the Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys' fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of Confidential Information, the prevailing party shall be entitled to recover its court costs, expert fees, reasonable attorney's fees and expenses. |
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5.0
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General Considerations
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5.1
|
Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.
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5.2
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Additional Documentation. The Parties agree to provide any additional documents, and execute as required by this Agreement to continue its full effect and performance.
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5.3
|
Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited solely for the accomplishment of the business purposes outlined within this Agreement.
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5.4
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Assignment. Martinez reserves the right to assign his rights under paragraph 2.1 of this Agreement to any party, provided that no conflict of interest exists; however, neither party shall assign any other rights, duties or obligations under this Agreement to any third party unless prior written consent is obtained from the other party hereto.
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5.5
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Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.
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|
5.6
|
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.
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5.7
|
Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.
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|
5.8
|
Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes beyond any Party's reasonable control, but excluding failure caused by the Party's financial negligence or failure to follow through with needed and agreed to documentation to complete the effect of this Agreement.
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|
5.9
|
Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. Each Party shall bear their own costs of arbitration, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and expenses (i.e. all reasonable pre- and post-award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).
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5.10
|
Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws provisions. The Parties agree that any legal action or proceeding by or against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of New Jersey, in and for the County of Los Angeles, or of the United States of America for the District of New Jersey.
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5.11
|
Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, that may become a liability or obligation of any other Party or adversely affect the this transaction.
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5.12
|
Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.
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|
6.0
|
Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.
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|
7.0
|
Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:
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To the Board of Directors
ARC287BC Corporation
I have audited the accompanying balance sheets of ARC287BC Corporation for the year ended December 31, 2016 and the related statements of income, retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on the financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards, as required in paragraph (c) of Part F/S in Form 1-A. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements present fairly in all material respects, the financial position of entity as of the balance sheet date and results of its operations and its cash flows for the period then ended, in accordance with the applicable financial reporting framework.
/s/
July 14, 2017
PK Ramachandran
Ram Associates
CERTIFIED PUBLIC ACCOUNTANT
3240 E. State Street Ext., Hamilton, NJ 08619, USA
609-631-9552
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS
ARC287BC Corporation
We consent to the use in this Offering Statement on Form 1-A of ARC287BC Corporation of our report dated July 11, 2017, relating to our audits of the financial statements, which is part of this Offering Statement, and to the reference to our firm under the captions "Experts" and "Selection Financial and Other Data" in such Offering Statement.
Signature
/s/ PK Ramachandran
PK Ramachandran
July 11, 2017
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i.
|
i. the Certificate of Incorporation of the Company, as amended to date, certified by the New Jersey Secretary of State as of July 11, 2017 and certified to us by the principal officer of the Company, as being complete and in full force and effect as of the date of this opinion letter;
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ii.
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the Bylaws of the Company, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;
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iii.
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Chief Executive Officer Employment Agreement, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;
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iv.
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Patents, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;
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v.
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Board of Directors Resolutions Approving Employment, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;
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vi.
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ARC287BC Shareholder Resolutions, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter; and
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|
vii.
|
a Good Standing Certificate with respect to the Company, issued by the New Jersey Secretary of State on July 11, 2017;
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|
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(a) The information provided by the Company pursuant to Regulation A (17 CFR 230.251 et seq.). in connection with the offer and sale of the Shares is accurate and complete;
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|
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(b) The Company's representations to us that the Company and its agents have made no offer to sell the Shares by means of any general solicitation or in connection with the publication of any advertisement relating to such an offer, and no offer or sale of the Shares has been made or will be made in any where such offer or sale would be contrary to applicable law are accurate and complete;
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|
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(c) The representations and warranties made by the Company and all prior purchasers of the Company's securities given in connection with the sale of such securities are accurate and complete;
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(d) The Company is not disqualified from relying on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and provided by Regulation A (17 CFR 230.251 et seq.)
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|
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1. The Company is a corporation validly existing and in good standing under the laws of the State of New Jersey, and he Company is eligible to transact business in its headquarters State of New Jersey and any other state of the United States of America.
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2. The Company has the corporate power to enter into and perform its obligations under each of the Documents.
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|
3. The Company's authorized capitalization consists of (a) 1,000,000,000 shares of Common Stock.
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4. The 50,000,000 Shares to be issued by public sale shall be:
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|
|
i. legally and validly issued,
ii. fully paid for in the normal course business, and iii. non-assessable.
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|
|
5. The sale and issuance of the Shares by the Company by public sale, shall NOT:
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|
|
i. violate the Certificate of Incorporation;
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|
|
ii. Company Bylaws;
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|
|
6. The sale and issuance of Shares will NOT result in a breach of or constitute a default by the Company under any internal agreements, but excluding (i) financial covenants and similar provisions therein requiring financial calculations or determinations to ascertain compliance or (ii) provisions relating to the occurrence of a "material adverse event" or "material adverse change" or words or concepts to similar effect;
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|
|
7. The sale and issuance of Shares will NOT violate any judgment, order or decree applicable to the Company of any court or arbitrator within the jurisdiction of the Securities Exchange Commission of the United States of America or
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|
|
8. Based on, and assuming the accuracy of, the representations of each of the principal officer, and Board of Director the Shares and the examined documents the proposed Shares qualify for exemption status pursuant to the Securities Act of 1933 - Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.).
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|
|
1. Our opinions are subject to (a) bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally; and (b) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.
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|
|
2. Where a statement is qualified by "to our knowledge" or any similar phrase, that knowledge is limited to the actual knowledge of lawyers currently in this firm who have been involved in representing the Company the issuance Shares pursuant to the Securities Act of 1933 - Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.). Except as otherwise expressly indicated, we have not undertaken any independent investigation to determine the accuracy of any such statement, and no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company.
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3. We advise you that, on statutory or public policy grounds, waivers or limitations of the following may not be enforced: (i) broadly or vaguely stated rights, (ii) the benefits of statutory, regulatory or constitutional rights, (iii) unknown future defenses, and (iv) rights to one or more types of damages.
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4 The opinions above relating to the fully paid status of all of the issued shares of capital stock of the Company are based, without independent verification, on the representation in the principal Officer to the effect that the Company has received the consideration in the amount and form approved by the Company's Board of Directors prior to the issuance of each outstanding share of capital stock of the Company.
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5. With respect to the equity capitalization opinion set forth in Section C ("Opinions"), please note that we do not maintain any of the Company's stock records. Such records are maintained by the Company and we do not have any control over the procedures used by the Company for issuing and transferring shares of the Company's capital stock. Accordingly, in giving the equity capitalization opinion, we have relied without further investigation on:
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|
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(a) the Certificate of Incorporation,
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|
(b) the Bylaws,
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(c) resolutions Board of Directors, and stockholders of the Company delivered to us by the Company for the purposes of giving this opinion, and
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(d) our review of the stock records of the Company maintained by the Company.
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We have not undertaken to verify the accuracy and completeness of that information other than by reviewing the documents. Accordingly, our opinion on the number and character of issued and outstanding securities means that, based upon the examination referred to above, the Capitalization Records are consistent with the information as to the number and character of outstanding securities that is set forth in Section C ("Opinions").
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6. We express no opinion as to whether the members of the Company's Board of Directors or officers have complied with their fiduciary duties in connection with (a) the fiduciary duties of majority stockholders, or (b) the rights of minority stockholders with respect to issuance of Shares.
|
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<DESCRIPTION>
<TEXT>
ARC287BC Corporation
232 Union Blvd., Totowa, NJ 07512
ARC287BC.com
Cell 973-277-1526 Office 973-595-6494
United States Security and Exchange Commission 09/14/2017
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Patrick Kuhn (202) 551-3308
Claire Erlanger (202) 551-3301
Sonia Bednarowski (202) 551-3666
J. Nolan McWilliams Attorney Advisor (202) 551-3217
Re:ARC287BC Corporation
Form 1-A Registration Statement (Registration no. (024-10611)
Originally filed on December 2, 2016, as amended.
Request for Qualification
Requested Date:October 1, 2017
Requested Time:2:00 PM Eastern Time
Ladies and Gentlemen:
ARC287BC Corporation (the Registrant) hereby requests that the Securities and Exchange Commission (the Commission) take appropriate action to qualify the above-captioned Registration Statements on Form 1-A qualified at the
Requested Date and Requested Time set forth above or as soon thereafter as
practicable.
TThe Registrant hereby authorizes Jaeson Birnbaum, Esq. Registrants outside
counsel, to orally modify or withdraw this Qualification Request.
Registrant hereby acknowledges that:
Should the Commission of the staff, acting pursuant to delegated authority,
qualify the filing, it does not foreclose the Commission from taking any
action with respect to the filing;the action of the Commission or the staff, acting pursuant to delegated authority, qualify the filing, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and/or qualifications as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant requests that it be notified of such qualification by telephone call to Mr. Wilson X. Bezerra at his cell 973-277-1526 or his office at 973-595-6494.
Sincerely,
ARC287BC Corporation
By: /s/Wilson X. Bezerra
Wilson X. Bezerra
Chief Executive Officer
</TEXT>
</DOCUMENT>
|
|
This Patent Purchase Agreement ("Agreement") is entered into on this 17th day of July 2017 ("Effective Date"), by and between ARC287BC Corporation ("Purchaser") and Wilson X. Bezerra ("Seller(s)"). Purchaser and Seller(s) agree as follows: |
|
|
I. Sellers are the owners of the entire right, title, and interest in the following Patent numbers and Patent Applications Serial Numbers: |
|
|
Patent numbers Serial numbers |
|
|
8632089 503961299 |
|
|
14832430 503961293 |
|
|
8632089 503961301 |
|
|
14832430 503961288 |
|
|
14832430 503961295 |
|
|
International Application Number PCT/US16/47698 owned by ARC287BC |
|
|
II. Subject to the terms and conditions of this Agreement, Purchaser wishes to purchase the Patent Rights from Sellers, and Sellers wish to sell, transfer, and convey the Patent Rights to Purchaser. |
|
|
III. Under this agreement all parties has assigned their patent rights to the ARC287BC Corporation. |
|
|
IV. No other party shall be expecting any monies from the transfer |
|
|
V. The seller shall receive One million five hundred thousand (1.5 million dollars) from the patent rights from the ARC287BC Corporation once it gets funded and the seller shall have an option to receive it right away or after duration of over 60 months. |
|
|
THEREFORE, the parties hereto hereby agree as follows: |
|
|
1. PURCHASE OF THE PATENT/PATENT RIGHTS |
|
|
Subject to the terms and conditions of this Agreement, Sellers shall sell, transfer, convey, and assign the Patent Rights to Purchaser in consideration of Sellers' receipt, on the Effective Date, of a one-time Patent Purchase Payment subject to this agreement |
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2. DELIVERY AND PAYMENT |
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2.1 On the Effective Date, Purchaser will deliver to Sellers the Patent Rights and the Patent Purchase Payment as set forth in Section 1. |
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2.2 Sellers agree to execute and deliver to Purchaser an Assignment of Patent Rights (the "Assignment Agreement") |
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5.3 Payment: Purchaser will pay to Seller the amount of $ 1.5 million dollars by wire transfer. Seller will furnish Purchaser with all necessary information to make a wire transfer to a designated bank account of Seller. |
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5.4 Closing. Subject to the terms and conditions of this Agreement, Buyer and Seller will use commercially reasonable efforts to complete the purchase and sale of the Patent Rights |
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5.5 Termination. Either Party may terminate this Agreement by written notice to the other Party. Upon termination, Buyer shall return all Documents received from Seller hereunder. |
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3. TRANSFER OF PATENTS; GRANT OF LICENSE |
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3.1 Patent Assignment: Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to the Patents and all inventions and discoveries described therein, including without limitation, all rights of Seller under the Assignment Agreements, and all rights of Seller to collect royalties under such Patents. |
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3.2 Assignment of Causes of Action: Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Patents and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patents. |
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4. SELLER'S REPRESENTATIONS AND WARRANTIES |
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Seller/Sellers hereby represent and warrants to the Purchaser as follows: |
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4.1 Authority: Seller is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation. Seller has the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the assignment of the Assigned Patent Rights to Purchaser. |
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4.2 Title and Contest: Seller owns all right, title, and interest to the Assigned Patent Rights, including, without limitation, all right, title, and interest to sue for infringement of the Patents. Seller has obtained and properly recorded previously executed assignments for the Patents as necessary to fully perfect its rights and title therein in accordance with governing law and regulations in each respective jurisdiction. The Assigned Patent Rights are free and clear of all liens, claims, mortgages, security interests or other encumbrances, and restrictions. There are no actions, suits, investigations, claims, or proceedings threatened, pending, or in progress relating in any way to the Assigned Patent Rights. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patent Rights. |
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Restrictions on Rights: Purchaser will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Assigned Patent Rights. |
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Conduct: None of Seller, prior owner or their respective agents or representatives have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate any of the Patents or hinder their enforcement, including, without limitation, misrepresenting the Patents to a standard-setting organization. |
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Enforcement: Seller has not put a third party on notice of actual or potential infringement of any of the Patents or the Abandoned Assets. Seller has not invited any third party to enter into a license under any of the Patents or the Abandoned Assets. |
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Patent Office Proceedings: None of the Patents or is currently involved in any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened. |
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Fees: All maintenance fees, annuities, and the like due or payable on the Patents have been timely paid. For the avoidance of doubt, such timely payment includes payment of any maintenance fees for which the fee is payable. |
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5. PURCHASER'S REPRESENTATIONS AND WARRANTIES |
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Purchaser hereby represents and warrants to Seller/Sellers that: If the Purchaser is not an individual, Purchaser is a company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; and the Purchaser has the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the purchase of the Patent Rights from Seller. |
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6. GENERAL PROVISIONS |
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6.1 Limitation of Liability: EXCEPT IN THE EVENT OF BREACH OF ANY OF THE WARRANTIES IN THE ABOVE SECTIONS, SELLER'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE. PURCHASER'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS SECTION 6.1 WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. |
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6.2 Limitation on Consequential Damages: EXCEPT IN THE EVENT OF BREACH OF ANY OF THE WARRANTIES IN THE ABOVE SECTIONS NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT(INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THE LETTER AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. |
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6.3 Compliance with Laws: Notwithstanding anything contained in this Agreement to the contrary, the obligations of the Parties with respect to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any government having jurisdiction over the Parties and this transaction, and to orders, regulations, directions or requests of any such government. |
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Confidentiality of Terms: The Parties hereto will keep the terms of this Agreement confidential and will not now or hereafter divulge any of this information to any third party except: (a) With the prior written consent of the other Party; (b) As otherwise may be required by law or legal process; (c) During the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) By Purchaser, to potential purchasers or licensees of the Patent Rights; |
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6.5 Notices: All notices given hereunder will be given in writing (in English or with an English translation), and will be delivered to the address set forth on the signature page to this Agreement by personal delivery or delivery postage prepaid by an internationally-recognized express courier service. Notices are deemed given on the date of receipt if delivered personally or by express courier, or if delivery refused, the date of refusal. Notice given in any other manner will be deemed to have been given only if and when received at the address of the Party to be notified. Either Party may from time to time change its address for notices under this Agreement by giving the other Party written notice of such change. |
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6.6 Relationship of Parties: Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the Parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. |
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6.7 Severability: If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provisio n will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. |
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6.8 Waiver: Failure by either Party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the Parties |
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6.9 Governing Law: This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the [State/Commonwealth] of New Jersey, without reference to its choice of law principles. |
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6.10 Entire Agreement: The Agreement, including its exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. Neither of the Parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. No oral explanation or oral information by either Party hereto will alter the meaning or interpretation of this Agreement. The terms and conditions of this Agreement will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement. |
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6.11 Amendments: No amendments or modifications will be effective unless in writing signed by authorized representatives of both Parties. |
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6.12 Headings: The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. |
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6.13 Severability: Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or enforceability of any of the provisions of this Agreement in any other jurisdiction. |
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6.14 No Rights in Third Parties: The Agreement is not intended to confer any right or benefit on any third party (including, but not limited to, any employee or beneficiary of any Party), and no action may be commenced or prosecuted against a Party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. |
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6.15 Counterparts: This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures each of the Parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. |
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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date. |
