Consolidation or Change of Control Payment
letter agreement (this “Agreement”) sets forth
the terms and conditions of the merger, consolidation or Change in
Control payment arrangement between yourself and DropCar, Inc. (the
capitalized terms used in this Agreement without definition or
reference have the meanings set forth in the Company’s
Amended and Restated 2014 Equity Inventive Plan (the
Upon (i) a merger or consolidation with another entity where the
Company retains more than 50% of the outstanding voting securities
of the Company or (ii) the consummation of a Change in Control
prior to November 14, 2020 (each, a “Triggering Event”), you
shall receive a transaction payment equal to $[ ]1, less any applicable
taxes to be withheld by the Company (the “Transaction Payment”);
provided, however, that in order to be eligible for, and earn, the
Transaction Payment, you must be providing services to the Company
as an employee or director in good standing on the date of
consummation of the Triggering Event. The Transaction Payment shall
be payable, in the discretion of the Company, either in (i) cash,
or (ii) shares of Common Stock (or the common stock of a successor
company following a Change of Control) calculated by dividing (a)
the Transaction Payment amount by (b) the Fair Market Value of a
share of Common Stock on the date of the Triggering Event.
Notwithstanding the foregoing, shares of Common Stock (or the
common stock of a successor corporation) will only be issued if, at
the time of issuance, such shares may be issued by the Company
without unreasonable expense or effort pursuant to either (i) the
Plan (or a successor equity plan), or (ii) an available exemption
from registration under the Securities Act of 1933, and any
applicable state securities “blue sky”
Payment. The Company shall pay the Transaction Payment to
you no later than thirty (30) days following the effective date of
the Triggering Event.
Additional Rights. This
Agreement does not confer any rights to provide services as a
director or under any employment or consulting agreement or
otherwise, nor does it create
or convey any equity or ownership interest in the Company nor any
rights commonly associated with any such interest, including, but
not limited to, the right to vote on any matters put before the
Company’s equity holders.
You acknowledge that the ultimate liability for all taxes legally
due by you is and remains your responsibility and the Company makes
no representations or undertakings regarding the treatment of any
taxes in connection with any aspect of this Agreement.
Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter
Creditor. Any payments due under this Agreement shall be
paid from the general assets of the Company and no separate fund
shall be established to secure payment of these amounts. Any
amounts payable under this Agreement shall be entries in the
Company’s books and records only, and shall remain available
to and subject to the claims of the Company’s creditors until
actually paid to you.
This Agreement shall bind and inure to the benefit of the Company,
its successors and assigns, and you.
This Agreement may be amended or modified by the Company at any
time prior to the date of the Triggering Event in its sole
discretion; provided that notice is provided to you.
Law. This Agreement shall be construed under and be governed
in all respects by the laws of the State of Delaware without giving
effect to any conflict of laws principles.
Chairman of the Board of
Acknowledged and Agreed: