Attached files
| file | filename |
|---|---|
| 8-K - ICC Worldwide, Inc. | v176879_8k.htm |
Exhibit
10.1
Giampaolo
Fabbi
Notary
in Mantova
Registered
in Mantova
On
February 9, 2010
Under
the number 960, Series 1T
REG.:
168.00
Mort.:
CAT:
STAMP:
15.00
T.S.
TOTAL:
183.00
Fee paid
in accordance with the Act number 81 of March 11, 2006 with subsequent
modifications Number
69.515
of the minutes Number 22.403
of the folio
TRANSFER
OF THE CAPITAL STOCK OF A LIMITED RESPONSIBILITY COMPANY
THE
ITALIAN REPUBLIC
On this
third day of the month of February, two thousand ten,
02 03
2010
In
Mantova, in my office in Via Fratelli Bandiera number 27,
Before
me, Giampaolo
Fabbi, Notary in Mantova, registered in this College of Notaries,
appeared:
DORIANO
FRAGERI, resident of Mantova, intervening in the present Act not
personally, but in his capacity of special representative of the United States
company:
“ICC
World Wide, Inc.”, Company created in the United States of America with
the head office at Michelson
Drive 2987, Irvine, California USA with the tax domicile elected in Italy in
Mantova, Via Cremona number 28.
In
accordance with the special power of attorney, conferred on him by the legal
representative with the necessary
powers, Mr. Richard Keith Lauer, domiciled in Newport Coast, California 92657
(USA), prepared by Notary Public – California, Mr. James J.Sevadjian on January
26, 2010 — which in original, duly approved on January 27, 2010, under the
number 775347 by the Foreign Affairs Ministry (Secretary of State of California)
in accordance with the Hague Convention of October 5, 1961, attached to the
present Act under “A”,
constituting its essential and substantial part, with the representative
guaranteeing its validity and effectiveness.
TRANSFEROR
Sajid
Mahmood, residing in Bologna and a citizen of Great Britain
TRANSFEREE
The
appearers, whose personal identification, qualification and signing powers are
known to me, the Notary,
WHEREAS
¨
The “ICC
World Wide, Inc.” Company is presently the sole shareholder of the whole
corporate capital of 100,000.00 Euros (one hundred thousand Euros), fully
deposited by the limited responsibility company with a Sole Shareholder,
called
¨
“ICC
ITALY S.R.L.” Company, with the head office in Mantova, Via Cremona
number 28, with company capital of 100,000.00 Euros (one hundred thousand
Euros), fully deposited.
¨
The “ICC World Wide, Inc.” Company intends to transfer its whole participation
in the above mentioned company and Mr. SAJID MAHMOOD declared that he is
prepared to purchase it.
IN
VIEW OF ALL THIS
It is
agreed and stipulated, as follows:
1)
The “ICC
World Wide, Inc.” Company, represented as above, transfers all its
stock with the nominal value of 100,000.00 Euros (one hundred
thousand Euros), equal to 100% (one hundred percent) of the corporate capital of
the aforementioned company “ICC ITALY S.R.L.” to Mr.
Sajid Mahmood, who agrees and purchases the stock ;
2)
The transfer price is agreed and declared to me, the Notary, as 1.00 Euro (one
Euro). The transferor
declares that he received this amount from the transferee, to whom he issued the
receipt to
that
effect.
PACTS
AND CLAUSES
Article
1) The transferring
party certifies that it fully owns the transferred stock and that they are free
of any pledge, burden, sequestration third‐party rights, preemptions, or other
conditions, and guarantees
their full availability assuming the broadest guarantees.
Article
2) The transferring
party declares that it has completed all asset and liability settlements with
the company and therefore has nothing to claim from the company or pay to it in
connection with the terminated corporate relations.
Article
3) The stock is
transferred and purchased with explicit reference to today’s asset, legal,
economic,
accounting and tax situation of the Company, which is well known to the
transferee and with respect
to which the transferor guarantees:
¨
Truthfulness and correctness of balance sheets and assets and
liabilities, which the transferee declares
as having reviewed before signing the present document;
¨
Fulfilling of all tax, social insurance and administrative
obligations related to the company activity;
¨
Absence of third party claims or litigations with private entities
or public administrations;
¨
Absence of obstacles to carrying out of company activities;
¨
complete discharge of the transferred stock.
Article
4) The present Act
will be deposited through registration in accordance with second Subsection
of Section 2470 of the Civil Code.
Article
5) As a result of
the aforementioned transfer, the corporate capital of the limited responsibility
company with a sole shareholder “ICC
ITALY S.R.L.” with the nominal amount of 100,000.00
Euros (one hundred thousand Euros) is fully owned by Mr.
Sajid Mahmood, sole shareholder,
who will complete the formalities, required by law.
Article
6) The costs, dues
and taxes of this Act and those resulting from it shall be paid by the
Transferee.
The appearer exempted me from the obligation of reading the Attachment.
I, the
Notary, received and published the present Act as requested. I verified the
intentions of both parties
and explained the content of the present Act at the time of its preparation. I
read the Act to the parties,
who found it corresponding to their wishes, approved and signed it with me, the
Notary, at one fifty PM.
This Act, prepared using electronic means in permanent ink by my trusted
assistant, acting under my
personal guidance, consists of one sheet of paper: one full page and part of the
reverse, up to this
point.
Signed:
DORIANO
FRAGERI
SAJID
MAHMOOD
GIAMPAOLO
FABBI, Notary (Stamp).