Control Block Transfer Agreement dated May 10, 2021
EXHIBIT 10.1
CONTROL BLOCK SHARE TRANSFER AGREEMENT
THIS CONTROL BLOCK SHARE TRANSFER AGREEMENT (the “Agreement”) is made effective as of the 10th day of May, 2021, by and among QUANTA, INC., a Nevada corporation (“Pubco” or “QNTA”) and Phil Sands, the majority shareholder in Pubco (“Controlling Shareholder”) and Arthur Mikaelian.
WHEREAS, The Controlling Shareholder is the registered and beneficial owner of 2,500,000 shares of Series A Preferred Stock in Pubco, which represents majority voting control over Pubco by virtue of its 51% vote on all matters submitted to a vote of the holders of Pubco common and preferred stock (the “Control Block”);
WHEREAS, in connection with his resignation from his position as President and Director of QNTA, the Controlling Shareholder has agreed to transfer and assign to Arthur Mikaelian all 2,500,000 shares of Series A Preferred Stock (the “Shares”) in order to further the interests of Pubco as it pursues the business model of Medolife; and
WHEREAS, the Controlling Shareholder shall upon the execution of this Agreement a) be issued 3,000,000 shares of Common Stock in Pubco as consideration for his transfer of the Control Block, b) be paid $22,500.00 in salary for the months of March, April and May 2021, and c) shall continue to receive health insurance benefits through Pubco through January of 2022, and thus the Controlling Shareholder believes in good faith that by assigning the Shares to Arthur Mikaelian, QNTA will have a greater chance of success and by extension, the Controlling Shareholder will benefit over time due to an increased stock price and expanded market for QNTA common stock; and
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
| 1. | REPRESENTATIONS AND WARRANTIES OF controlling shareholder and pubco |
| 1.1 | Title and Authority of Controlling Shareholder. The Controlling Shareholder is and will be as of the Closing, the registered and beneficial owner of and will have good and marketable title to all of the aforementioned 2,500,000 shares of Series A Preferred Stock held by him and will hold such free and clear of all liens, charges and encumbrances whatsoever; and such shares of QNTA Stock held by the Controlling Shareholder have been duly and validly issued and are fully paid and non-assessable. The Controlling Shareholder has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the registered, legal and beneficial title and ownership of the 2,500,000 shares of Series A Preferred Stock. |
| 2. | MISCELLANEOUS PROVISIONS |
| 2.1 | Further Assurances. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. |
| 2.2 | Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties. |
| 2.3 | Expenses. Each party will bear their own respective costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including the legal fees, all fees and expenses of agents, representatives and accountants, and other costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby. |
| 2.4 | Entire Agreement. This Agreement, and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement. |
| 2.5 | Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses (or at such other address for a party as will be specified by like notice) as on file with QNTA’s transfer agent. |
| 2.6 | Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement. |
| 2.7 | Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement. |
| 2.8 | Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties. |
| 2.9 | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein. |
| 2.10 | Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
| QUANTA, INC. | ||
| By: | /s/ Arthur Mikaelian | |
| Authorized Signatory | ||
| Name: | Arthur Mikaelian | |
| Title: | Chief Executive Officer | |
| CONTROLLING SHAREHOLDER | ||
| /s/ Phil Sands | ||
| Phil Sands, holder of 2,500,000 shares of Series A Preferred Stock | ||
| /s/ Arthur Mikaelian | ||
| Arthur Mikaelian | ||
