UNIT PURCHASE AGREEMENT AND SHARE EXCHANGE by and among GS VALET, INC. a Nevada Corporation and GARDEN STATE VALET, LLC a New Jersey Limited Liability Company

 

THIS UNIT PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 1st day of December, 2011 by and among GS Valet, Inc., a Nevada corporation ("GSValet"), and Garden State Valet, LLC, a New Jersey limited liability company ("Garden State Valet"), and the unitholders of Garden State Valet (the “Unitholders”).

 

 

A.           This Agreement provides for the acquisition of Garden State Valet whereby Garden State Valet shall become a wholly owned subsidiary of GSValet and in connection therewith, the issuance of a total of 500,000 shares of GSValet will be issued to the Unitholders.

B.           The boards of directors of Garden State Valet and GSValet have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively.  This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.

 

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:

Section 1.1           Organization.  GSValet is a corporation duly organized, and validly existing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of GSValet’s articles of incorporation or bylaws.  GSValet has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.

Section 1.2           Capitalization.  The authorized capitalization of GSValet consists of 50,000,000 Common Shares, $0.0001 par value per share, and 10,000,000 shares of preferred.  As of the date hereof, GSValet has 5,000,000 common shares issued and outstanding and no preferred shares issued and outstanding.

 

All issued and outstanding shares are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person.

Section 1.3            Subsidiaries. GSValet has no subsidiaries.

Section 1.4            Tax Matters: Books and Records.

 

(a)  The books and records, financial and others, of GSValet are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

 

(b)  GSValet shall remain responsible for all debts incurred by GSValet prior to the date of closing.

Section 1.5           Litigation and Proceedings.  Other than set forth in the documents filed with the Securities and Exchange Commission (the “SEC documents”), there are no actions, suits, proceedings or investigations pending or threatened by or against or affecting GSValet or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of GSValet.  GSValet is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.6           Material Contract Defaults.  GSValet is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of GSValet, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which GSValet has not taken adequate steps to prevent such a default from occurring.

Section 1.7           Information.  The information concerning GSValet as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading.

Section 1.8           Title and Related Matters.  GSValet has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances.  GSValet owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with GSValet’s business.   No third party has any right to, and GSValet has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of GSValet or any material portion of its properties, assets or rights.

 

Section 1.9           Compliance With Laws and Regulations.  To the best of GSValet’s knowledge and belief, GSValet has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of GSValet or would not result in GSValet incurring material liability.

Section 1.10         Insurance.  All of the insurable properties of GSValet are insured for GSValet’s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

Section 1.11         Approval of Agreement.  The directors of GSValet have authorized the execution and delivery of the Agreement by and have approved the transactions contemplated hereby.
 

Section 1.12         No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which GSValet is a party or to which any of its properties or operations are subject.

Section 1.13         Governmental Authorizations.  GSValet has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by GSValet of this Agreement and the consummation of the transactions contemplated hereby.

Section 2.1           Organization.  Garden State Valet is a limited liability corporation duly organized, validly existing and in good standing under the laws of New Jersey and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the Attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Garden State Valet's certificate of incorporation or bylaws.  Garden State Valet has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution and delivery of this Agreement.

 

Section 2.2           Capitalization.  The authorized capitalization of Garden State Valet consists of 10,000 units, $0.001 par value and no preferred units.  As of the date hereof, there are 10,000 units issued and outstanding.

All issued and outstanding units have been legally issued, fully paid, are nonassessable and not issued in violation of the preemptive rights of any other person. Garden State Valet has no other securities, warrants or options authorized or issued.

Section 2.3           Subsidiaries.  Garden State Valet has no subsidiaries.

Section 2.5           Information.  The information concerning Garden State Valet as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 2.6           Title and Related Matters.  Garden State Valet has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the "Assets") free and clear of all liens, pledges, charges or encumbrances.  Except as set forth in the Schedules attached hereto, Garden State Valet owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with Garden State Valet's business.  Except as set forth in the attached Schedules, no third party has any right to, and Garden State Valet has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of Garden State Valet or any material portion of its properties, assets or rights.

Section 2.7           Litigation and Proceedings.  There are no actions, suits or proceedings pending or threatened by or against or affecting Garden State Valet, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of Garden State Valet.  Garden State Valet does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

 

Section 2.8           Contracts.  On the Closing Date:

Section 2.9           No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which Garden State Valet is a party or to which any of its properties or operations are subject.

Section 2.10         Material Contract Defaults.   To the best of Garden State Valet's knowledge and belief, it is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of Garden State Valet, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which Garden State Valet has not taken adequate steps to prevent such a default from occurring.

Section 2.11         Governmental Authorizations.  To the best of Garden State Valet’s knowledge, Garden State Valet has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities or corporation laws, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by Garden State Valet of the transactions contemplated hereby.

Section 2.12        Compliance With Laws and Regulations. To the best of Garden State Valet's knowledge and belief, Garden State Valet has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of Garden State Valet or would not result in Garden State Valet's incurring any material liability.

 

Section 2.13         Approval of Agreement.  The managing members of Garden State Valet have authorized the execution and delivery of the Agreement and have approved the transactions contemplated hereby.

Section 3.1           Share for Unit Exchange/Delivery of GSValet Securities.  On the Closing Date, the holders of all of the Garden State Valet membership units shall deliver to GSValet certificates or other documents evidencing all of the issued and outstanding units of Garden State Valet, duly endorsed in blank or with executed power attached thereto in transferable form.  On the Closing Date, all previously issued and outstanding units of Garden State Valet shall be transferred to GSValet, so that Garden State Valet shall become a wholly owned subsidiary of GSValet.

Section 3.2           Issuance of GSValet Common Shares.  In exchange for all of the GSValet membership units tendered pursuant to Section 3.1, GSValet shall issue to the unitholders a total of 500,000 shares in the following manner.  The 500,000 GSValet common shares which are restricted in accordance with Rule 144 of the 1933 Securities Act:

Eric Stein – 250,000 shares

Ron Ben-Bassat - 250,000 shares

Section 3.3           Events Prior to Closing.  Upon execution hereof or as soon thereafter as practical, management of GSValet and Garden State Valet shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced herein below.

In the event of termination pursuant to this paragraph (a) of this Section 3.5, no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

Section 3.6           Officers and Directors of GSValet and of Garden State Valet After Acquisition.  After the Closing Date, the officers and directors of GSValet and Garden State Valet shall remain unchanged.

Section 4.1           Access to Properties and Records.  Prior to closing, GSValet and Garden State Valet will each afford to the officers and authorized representatives of the other full access to the properties, books and records of each other, in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each other, as the other shall from time to time reasonably request.

Section 4.2           Availability of Rule 144.  GSValet shareholders and Garden State Valet unitholders holding "restricted securities," as that term is defined in Rule 144 promulgated pursuant to the Securities Act will remain as “restricted securities.”  GSValet is under no obligation to register such shares under the Securities Act, or otherwise. The stockholders of GSValet and Garden State Valet holding restricted securities of GSValet and Garden State Valet as of the date of this Agreement and their respective heirs, administrators, personal representatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein.  The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

 

Section 4.3           Special Covenants and Representations Regarding the GSValet Common Shares to be Issued in the Exchange.  The consummation of this Agreement, including the issuance of the GSValet Common Shares to the unitholders of Garden State Valet as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes.  Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Garden State Valet unitholders acquire such securities.

Section 4.4           Third Party Consents.  GSValet and Garden State Valet agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.5           Actions Prior and Subsequent to Closing.

Section 5.1           Accuracy of Representations.  The representations and warranties made by GSValet in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at the Closing Date (except for changes therein permitted by this Agreement), and GSValet shall have performed or compiled with all covenants and conditions required by this Agreement to be performed or complied with by GSValet prior to or at the Closing.

Section 5.2           Director Approval.  The Board of Directors of GSValet shall have approved this Agreement and the transactions contemplated herein.

Section 5.3           No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of GSValet.

Section 5.5           Other Items.  Garden State Valet shall have received such further documents, certificates or instruments relating to the transactions contemplated hereby as Garden State Valet may reasonably request.

 

The obligations of GSValet under this Agreement are subject to the satisfaction, at or before the Closing date (unless otherwise indicated herein), of the following conditions:

Section 6.1           Accuracy of Representations.  The representations and warranties made by Garden State Valet in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and Garden State Valet shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Garden State Valet prior to or at the Closing.

Section 6.2           Director Approval.  The Board of Directors of Garden State Valet shall have approved this Agreement and the transactions contemplated herein.

Section 6.3           No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of Garden State Valet.

Section 7.1           Brokers and Finders.  Each party hereto hereby represents and warrants that it is under no obligation, express or implied, to pay certain finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement.  The parties each agree to indemnify the other against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

Section 7.2           Law, Forum and Jurisdiction.  This Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey, United States of America.

 

Section 7.3           Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

 

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed or telegraphed.

Section 7.4           Attorneys' Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.5           Confidentiality.  Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except:  (i)  to the extent such data is a matter of public knowledge or is required by law to be published; and (ii)  to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

Section 7.6           Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

Section 7.7           Third Party Beneficiaries.  This contract is solely between GSValet and Garden State Valet and except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 7.8           Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter hereof.  This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof.  There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.  This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

 

Section 7.9           Survival; Termination.  The representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for 12 months.

Section 7.10         Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 7.11         Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.12         Expenses.  Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.

Section 7.13         Headings; Context.  The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.

Section 7.14         Benefit.  This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder.  This Agreement shall not be assigned by any party without the prior written consent of the other party.

Section 7.15        Public Announcements.  Except as may be required by law, neither party shall make any public announcement or filing with respect to the transactions provided for herein without the prior consent of the other party hereto.

Section 7.16         Severability.  In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.

Section 7.17         Failure of Conditions; Termination.  In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement.  In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other party’s legal fees.  The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

Section 7.18        No Strict Construction.   The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof.

 

Section 7.19         Execution Knowing and Voluntary.  In executing this Agreement, the parties severally acknowledge and represent that each:  (a) has fully and carefully read and considered this Agreement;  (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof;  (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.

Section 7.20         Amendment.  At any time after the Closing Date, this Agreement may be amended by a writing signed by both parties, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, and entered into as of the date first above written.