STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (“Agreement”), dated December 10, 2018, is entered into between DropCar, Inc., a Delaware corporation (the “Seller”), and World Professional Cabling Systems, LLC, a California limited liability company (the “Purchaser”).

 

Recitals

 

A. Seller owns all of the issued and outstanding shares of common stock, no par value per share (the “Shares”) of WPCS International – Suisun City, Inc., a California corporation (the “Company”).

 

B. Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

 

ARTICLE I. PURCHASE AND SALE; PURCHASE PRICE AND CLOSING

 

 

Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Shares for the consideration specified in Section 1.2. 

 

 

The purchase price for the Shares is $3,500,000.00 (the “Purchase Price”).

 

1.3 Creation of Escrow Account

 

 

specified in Section 1.4, at least one day prior to the Closing Date.

 

 

 

 

 

 

 

 

 

 

 

1.5. Closing

 

Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at McGovern Escrow Services, located at 22 Battery Street, Suite 914, San Francisco, CA 94111, tel. 415-735-3645, fax. 415-840-0856, at 2:00 p.m., PST, on the second Business Day after all of the conditions to Closing set forth in Article V are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Seller and Purchaser may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date”.

 

 

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller hereby represents and warrants to Purchaser that the statements contained in this Article II are true and correct as the date hereof.

 

2.1. Corporate Existence and Power

 

Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all corporate power and authority required to carry on its business as now conducted.

 

2.2. Corporate Authorization

 

The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated in this Agreement are within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

2.3. Capitalization.

 

(a) The authorized capital stock of the Company consists of one hundred (100) shares of common stock, no par value ("Common Stock"), of which 100 shares are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances.

 

(b)There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating Seller or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

 

2.4. No Insolvency

 

No insolvency proceeding of any kind, whether voluntary or involuntary, is pending or, to the Knowledge of Seller, threatened against Seller or the assets or properties of Seller and Seller has not taken any action in contemplation of, or, to the Knowledge of Seller, that would provide grounds for, the initiation of any insolvency proceeding, whether voluntary or involuntary.

 

 

2.5. Non-Contravention

 

The execution, delivery and performance by Seller of this Agreement do not and will not (a) result in the creation or imposition of any Lien on any Asset, or (b): (i) contravene or conflict with the certificate of incorporation or bylaws of Seller; or (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Seller or the Company.

 

2.6. No Other Representations and Warranties.

 

Except for the representations and warranties contained in this Article II, neither Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Purchaser and its representatives or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in law. 

 

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER

 

Purchaser hereby represents and warrants to Seller that the statements contained in this Article III are true and correct as the date hereof.

 

3.1. Organization and Existence

 

Purchaser is a limited liability company, validly existing and in good standing under the laws of the State of California, and has all corporate power and authority required to carry on its business as now conducted.

 

3.2. Corporate Authorization

 

The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby are within the corporate powers of Purchaser and have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

3.3. Governmental Authorization

 

The execution, delivery and performance by Purchaser of this Agreement require no material action by or in respect of, or filing with, any governmental body, agency, official or authority.

 

3.4. Non-Contravention

 

(a) The execution, delivery and performance by Purchaser of this Agreement do not and will not contravene or conflict with the articles of incorporation or bylaws of Purchaser or any agreement to which Purchaser is a party or is bound.

 

 

(b) The execution, delivery and performance by Purchaser of this Agreement do not and will not contravene, conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Purchaser.

 

3.5. Finders’ Fee

 

There is no broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Purchaser who might be entitled to any fee or commission upon the Closing.

 

3.6. Financing

 

Purchaser has cash or a combination of cash and commitments for financing which are not subject to any material conditions and which will be in an amount sufficient to enable Purchaser to purchase the Shares and pay the Purchase Price.

 

3.7. Solvency

 

Immediately after giving effect to the transactions contemplated hereby, Purchaser shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Purchaser or Seller. In connection with the transactions contemplated hereby, Purchaser has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

 

3.8. Litigation

 

There is no action, suit, investigation or proceeding pending against, or, to the knowledge of Purchaser, threatened against or affecting Purchaser before any court or arbitrator of any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby.

 

3.9. Investment Purpose.

 

Purchaser is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Purchaser acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Purchaser is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

 

 

3.10. Inspections

 

Purchaser is an informed and sophisticated buyer and has engaged expert advisors, experienced in the evaluation and purchase of businesses such as the Company. Purchaser has undertaken such investigations and has been provided with and has evaluated such documents and information as it has deemed necessary to enable Purchaser to make an informed decision with respect to the execution, delivery and performance of this Agreement. Purchaser acknowledges that it has conducted its own independent investigation, review and analysis of the Company and that neither Seller nor any other Person has made any representation or warranty as to the prospects, financial or otherwise, of the Company, except as expressly set forth herein. Purchaser agrees to accept the Company as it exists on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly made in this Agreement.

 

ARTICLE IV. COVENANTS OF PARTIES

 

4.1. Conduct of Business Prior to the Closing Date

 

From the date hereof until the Closing Date, except as otherwise provided in this Agreement or consented to in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall, and shall cause the Company to: (a) conduct the business of the Company in the ordinary course of business; and (b) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company.

 

4.2. Access to Properties, Records and Employees

 

From the date hereof until the Closing, Seller shall continue to allow the Company afford to Purchaser and Purchaser’s accountants, counsel and other representatives reasonable access upon reasonable advance notice during normal business hours to the Company’s properties, books, contracts and other business records and shall promptly furnish to Purchaser all such other information concerning the Company and its properties and personnel as Purchaser may from time to time reasonably request; provided, however, that any such investigation shall be conducted under the supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the business of the Company or any other businesses of Seller. Purchaser acknowledges that, pursuant to the foregoing, it may become privy to financial data, customer lists, and other information concerning Seller normally considered confidential and that the unauthorized communication of such confidential information to third parties could injure Seller’s business in the event the transactions contemplated by this Agreement are not completed. Accordingly, prior to such completion, Purchaser agrees to take reasonable steps to ensure such confidential information obtained by it shall remain confidential and shall not be disclosed or revealed to third parties or used to solicit any customers of Seller identified therein.

 

 

4.3. Employment of Seller’s Employees

 

On the Closing Date, Purchaser shall offer employment on an “at will” basis to the Company’s employees, (except to the extent any such employees voluntarily leave the employ of the Company prior to the Closing Date. Employees of Seller who are employed pursuant to the preceding sentence by Purchaser are sometimes referred to as “Transferee Employees.” Any such offer shall be at such salary or wage and benefit levels and on such other terms and conditions at least equal to the salary or wage and benefit levels in effect for such employee on the Closing Date. Seller will not take any action which would impede, hinder, or otherwise compete with Purchaser’s effort to hire any of the prospective Transferee Employees. Purchaser shall not assume responsibility for any Transferee Employee until such employee commences employment with Purchaser. Nothing contained in either Section 4.3 or 4.4 shall be construed to require Purchaser to assume any liability for sums or benefits due Seller’s employees as a result of their employment or termination by Seller.

 

4.4. Employee Benefit Plans of Purchaser

 

Purchaser shall provide for Transferee Employees employee benefits and policies, including severance benefits, the same as those that are in effect for Purchaser’s employees as in effect from time to time subsequent to the Closing. Purchaser will credit service with Seller and their predecessors for purposes of vesting and eligibility to participate in such plans and policies, including vacation, applicable to Transferee Employees following the Closing Date. Immediately upon becoming Transferee Employees, Transferee Employees shall be covered by Purchaser’s health and welfare plans without any exclusion for preexisting conditions.

 

4.5. Non-competition by Seller

 

 

 

 

 

 

 

 

4.6. Certain Tax and Financial Matters.

 

 

 

 

 

 

(i) cooperate in providing each other with information reasonably requested to assist in the completion of tax returns or reports and the preparation or auditing of any financial statements;

(ii) cooperate in preparing for or responding to any audits by or disputes with any taxing authorities the Business;

(iii) make available to the other all available information, records and documents and making employees available on a mutually convenient basis to provide additional information relating to the foregoing; and

(iv) provide timely written notice to the other of any tax audits or assessments for which the other may be liable and copies of related correspondence, to the extent the notifying party has itself received such notice.

 

(i) extend or waive, or cause to be extended or waived, or permit the Company or extend or waive, any statute of limitations or other period for the assessment of any tax or deficiency related to any taxable period (or portion thereof) ending prior to the Closing Date;

(ii) make or change any tax election or accounting method or practice that has retroactive effect to any taxable period (or portion thereof) ending prior to the Closing Date;

(iii) initiate any voluntary disclosure or other communication with any taxing authority relating to any actual or potential tax payment or tax return filing obligation of the Company for any taxable period (or portion thereof) ending prior to the Closing Date;

(iv) take any action on the Closing Date with respect to the Company other than in the ordinary course of business consistent with the past custom and practice that would result in any liability with respect to taxes to Seller under this Agreement or otherwise; or

(v) make any election under Section 338 of the Internal Revenue Code of 1986, as amended (or any similar provision under state, local or non-U.S. law), with respect to the transactions contemplated by this Agreement.

 

4.7. Preservation of Books and Records

 

To the extent that Seller has in its possession, custody, and control, Seller shall preserve all of its books, contracts and records (including, without limitation, its accounting ledgers and journals and its tax returns) relating to the Company for a period of not less than three (3) years from the Closing Date, and during such period Seller shall permit representatives of Purchaser, on reasonable advance notice, and during normal business hours, to examine and photocopy (at Purchaser’s expense) any of such books, contracts and records.

 

4.8. Further Assurances

 

From time to time on and after the Closing Date, each party hereto shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances or instruments as the other party may reasonably request for the purpose of fully carrying out the provisions and purposes of this Agreement and fully consummating the transactions contemplated herein.

 

4.9. Documents and Information.

 

After the Closing Date, the Purchaser shall, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the Company and historical operations of the Company in existence on the Closing Date and make the same available for inspection and copying by Seller or its representatives during normal business hours of the Purchaser, upon reasonable request and upon reasonable notice. After the Closing Date, during normal business hours of the Purchaser, upon reasonable request and upon reasonable notice, Purchaser shall make available such books, records, and personnel as reasonably required by the Seller or its representatives in connection with the preparation of their tax returns, financial statements or investigation of compliance with this Agreement or any third-party claim. In addition, after the Closing Date, Purchaser and its personnel shall provide all certifications and representations as reasonably required by the Seller or its representatives in connection with the preparation

of their tax returns, financial statements or investigation of compliance with this Agreement or any third-party claim.

 

4.10. Transfer Taxes.

 

All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer tax and any other similar tax) shall be borne and paid by Purchaser when due. Purchaser shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Seller shall cooperate with respect thereto as necessary).

 

4.11. Release.

 

In further consideration of the transactions contemplated hereby, effective as of the Closing, Seller hereby irrevocably and unconditionally releases, waives and holds the Purchaser from and against any and all claims of any nature in any capacity (the “Claims”) arising on or prior to the Closing (the “Release”), but excluding the Seller’s rights under this Agreement or any other transaction document. It is further agreed and understood that this Release is a full and final release of all Claims whether known or unknown, fixed or contingent, manifested or unmanifested.

 

 

ARTICLE V. CLOSING CONDITIONS

 

5.1. Conditions to Obligations of Seller

 

The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment on the Closing Date of the following conditions (any of which may be waived by Seller):

 

 

 

 

5.2. Conditions to Obligations of Purchaser

 

The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment on the Closing Date of the following conditions (any of which may be waived by Purchaser):

 

 

 

 

 

5.3. Conditions to the Obligations of Both Parties

 

The obligations of each party to consummate the transactions contemplated under this Agreement shall also be subject to the fulfillment Closing Date of the following conditions:

 

(a) each of the agreements required to be entered into by both parties under the terms of this Agreement and in the form attached to this Agreement shall be duly executed and delivered on or before the Closing Date.

 

ARTICLE VI. SURVIVAL; INDEMNIFICATION

 

6.1. Survival

 

The representations and warranties contained in Article II and Article III shall survive the Closing until the eighteen (18) month anniversary of the Closing Date; provided, however, that (a) the representations and warranties contained in Section 2.1 (Corporate Existence and Power) and Section 2.2 (Corporate Authorization) and (b) the representations and warranties contained in Section 3.1 (Organization and Existence) and Section 3.2 (Corporate Authorization) shall survive the Closing for the full period of all applicable statutes of limitation (giving effect to any waiver, mitigation or extension thereof) plus 90 days. Notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties set forth herein. However, no representation or warranty shall survive the Closing if the party to which such representation or warranty is made has actual knowledge on the Closing Date that such representation or warranty is not true.

 

6.2. Indemnification By Seller

 

Subject to the other terms and conditions of this Article VI, Seller shall indemnify and hold Purchaser harmless against any and all claims, damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable actual attorney’s fees and expenses incurred in connection with any action, suit or proceeding but excluding punitive, incidental, consequential, special or indirect damages (including loss of revenue, diminution in value and any damages based on any type of multiple)) (collectively, “Damages”) incurred or suffered by Purchaser arising out of:

 

 

6.3 Certain Limitations.

 

 

 

 

 

 

 

 

6.4 Indemnification by Purchaser.

Purchaser shall indemnify and hold Seller harmless against any and all Damages incurred or suffered by Seller arising out of:

 

 

6.5. Procedures; Exclusivity.

 

(a) The party seeking indemnification under this Article VI (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article VI. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the option to participate in and control the defense of any such suit, action or proceeding at its own expense and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any claim, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such claim in the name and on behalf of the Indemnified Party. The Indemnifying Party shall not be liable under this Article VI for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder.

 

 

(b) The parties acknowledge and agree that after the Closing, this Article VI will provide the sole and exclusive remedy for any breach of any representation, warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby it may have against the other parties hereto and their Affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the indemnification provisions set forth in this Article VI.

 

6.6. Tax Treatment of Indemnification Payments.

 

Any payments made pursuant to this Article VI shall be treated for all tax purposes as an adjustment to the Purchase Price.

 

ARTICLE VII. MISCELLANEOUS

 

7.1. Termination

 

This Agreement may be terminated by either Seller or Purchaser if for any reason the Closing shall not have taken place by December 31, 2018. Such termination shall be without liability to either party except for any claims or causes of action arising under the Agreement prior to the date of such termination. Upon any termination of this Agreement under this Section 7.1, Purchaser shall return all confidential information relating to Seller and the Company obtained by Purchaser from Seller or Seller’s agents.

 

7.2. Expenses

 

Each party hereto shall bear all expenses incurred by it in connection with the negotiation and execution of this Agreement and the consummation of the transactions provided for herein.

 

7.3. Successors and Assigns

 

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No rights or obligations created under this Agreement may be assigned by either party without the prior written consent of the other. Any attempted assignment in contravention of this Agreement shall be void.

 

7.4. Entire Agreement; Amendment

 

THIS AGREEMENT (INCLUDING THE SCHEDULES ATTACHED HERETO) REPRESENTS THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ANY PRIOR UNDERSTANDINGS AND AGREEMENTS BETWEEN SUCH PARTIES WITH RESPECT TO SUCH SUBJECT MATTER. THIS AGREEMENT CAN BE AMENDED, SUPPLEMENTED, OR CHANGED ONLY BY AN INSTRUMENT IN WRITING WHICH MAKES SPECIFIC REFERENCE TO THIS AGREEMENT AND WHICH IS SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY SUCH AMENDMENT, SUPPLEMENT OR CHANGE IS SOUGHT.

 

 

7.5. Counterparts

This Agreement may be executed in any number of counterparts with the same effect as if the signatures to each were upon the same instrument.

 

7.6. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.6): 

 

If to Seller:

 

DropCar, Inc.

1412 Broadway Suite 2105

New York, NY 10018

Email: spencer@dropcar.com; jsilverman@parkfieldfund.com

 

With a copy to:

 

Kenneth R. Koch

Daniel A. Bagliebter

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 3rd Avenue

New York, NY 10017

Email: krkoch@mintz.com; dabagliebter@mintz.com

 

If to Purchaser:

 

World Professional Cabling Systems,

521 Railroad Avenue

Suisun City, CA 94585

Email: Butch.roller@wpcs.com

 

With a copy to:

 

Douglas N. Akay

AKAY LAW

333 Bush Street, Suite 2250

San Francisco, CA 94104

Email: dnakay@akaylaw.com

 

 

7.7. Warranty Disclaimer

 

The only representations and warranties made by Seller hereunder with respect to the Company are those representations and warranties expressly set forth in this Agreement. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY NATURE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

7.8. Applicable Law; Submission to Jurisdiction; Waiver of Jury Trial.

 

 

 

 

 

7.9. Interpretation.

 

For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections and Exhibits mean the Articles and Sections of and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

 

7.10. Headings.

 

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

7.11. Severability.

 

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

7.12. No Third Party Beneficiaries.

 

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

7.13. Specific Performance.

 

The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

 

 

ARTICLE VIII. DEFINITIONS

 

8.1. Definitions

 

The following terms, as used herein, have the following meanings:

 

 

 

 

8.2. Terms Defined in the Agreement

 

Each of the following terms is defined in the Section set forth opposite such term:

 

 

	Term	Section
	Closing Closing Date Common Stock	1.4 1.4 2.3(a)
	Company	Recital
	Damages	6.2
	Indemnified Party Indemnifying Party	6.5(a) 6.5(a)
	Purchase Price	1.2
	Shares Transferee Employees	Recital 4.3

 

 

[SIGNATURE PAGE TO FOLLOW]

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

DROPCAR, INC.

 

 

By: Spencer Richardson

Its Chief Executive Officer

 

 

 

WORLD PROFESSIONAL CABLING SYSTEMS, LLC

 

 

By: Robert Roller

Its: Authorized Signatory