Intelligent Highway Solutions, Inc. (fka IHSI)

[john12341]

SHARE ACQUISITION AGREEMENT

This Share Acquisition Agreement (this “Agreement”) is made and entered into as of the 9th day of March, 2017, by and among: TCA Cresent Construction Company, LLC, a Florida limited liability company (“TCA CRESENT”), Intelligent Highway Solutions, Inc., a Nevada corporation (“INTELLIGENT”), and Dewey K. Gabriel, (the “Shareholder”) in connection with the acquisition of all of the shares of Cresent Construction Company, Inc., a North Carolina corporation (“the Company” or “Company”) in a share purchase by TCA CRESENT. TCA CRESENT, INTELLIGENT, the Company, and the Shareholder are at times collectively referred to herein individually as a “Party” and collectively as the “Parties.”

PREAMBLE

WHEREAS, the Company has authorized One Hundred Thousand (100,000) Shares of Common Stock as its only stock authorized;

WHEREAS, the Shareholder is the record and beneficial owners of Twenty Thousand Common Stock Shares of the Company, which is 100% of the issued common stock of the Company;

WHEREAS, TCA CRESENT has proposed to acquire the Company pursuant to purchase (“Purchase”) of the all of the authorized, issued, and outstanding shares of common stock of Company, par value $1.00 per share (the “Company Common Stock”);

WHEREAS, the obligation of the Parties to effect the Purchase is subject to the conditions set forth herein; and

WHEREAS, the Parties are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

DEFINITIONS AND INCLUSION STATEMENT

Company is defined as one or more entities doing business under the Cresent Construction Company, Inc. name; subsidiaries and holding companies and affiliates including but not limited to: Cresent Construction Company, Inc.

Shareholder is defined as Dewey Keith Gabriel representing the totality of ownership in Company.

The title page, list of Schedules, preamble, recitals, considerations statement and definitions above are hereby incorporated into and made an integral part hereof.

ARTICLE I

THE SURRENDER OF SHARES

1.1 Ownership of the Company Shares. The Shareholder warrants to TCA CRESENT that he owns 100% of the issued and outstanding common shares of the Company. The Shareholder either has not physically issued to himself or others share certificates or the certificates have been physically misplaced. Therefore, the Shareholder warrants and guarantees that he will execute a lost certificate affidavit in favor of TCA CRESENT and TCA CRESENT can rely upon that representation and by signing below TCA CRESENT agrees to accept newly issued certificates, issued to the Shareholder and then transferred to TCA CRESENT in lieu of the original shares of Company, Inc. which is defined as Company Common Stock (the “Company Shares”).

1.2 Transfer of the Company Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Shareholder hereby agrees to transfer, convey, assign, set over and deliver (“Transfer”) to TCA CRESENT with full title guarantee, and TCA CRESENT shall acquire and accept from the Shareholder, all and not less than all of the Company Shares, free and clear of all encumbrances. The Shareholder does hereby waive all rights of pre-emption, other restrictions on Transfer and rights of veto or otherwise, which have or may have been conferred to him, or otherwise, in respect of the Transfer of the Company Shares to TCA CRESENT under this Agreement.

1.3 Consideration for Transfer of the Company Shares; Allocation of Consideration. At the Closing, and in sole consideration for the Transfer of the Company Shares, TCA CRESENT shall provide such consideration to Company in the amount of 2.5714 times the Company's Verified Annual Discretionary Cash Flow ("VDCF") which shall be defined as the net funds available to Company after accounting for all expenses relative to operating the business including all management personnel) or $1.8 Million United States Dollars (rounded up) ($700,000.00 VCDF per Sections 3.7 (e) and 7.2 d (ii) X 2.5714 =$1,799,908.00), payable as follows:

a. Down Payment. Subject to Sections 3.8 and 7.2(e), Five Hundred Thousand Dollars ($500,000.00) to be paid by TCA CRESENT in cash at the closing of the Transaction (the “Down Payment”).

b. Company Financing. One Million Three Hundred Thousand Dollars ($1,300,000.00) will be paid by TCA CRESENT to Shareholder by the following financing mechanisms using one of two mechanisms as chosen by the Shareholder and subject to the constraints described below:

(i) a five (5) year promissory note with six percent (6%) annual interest, having ten (10) equal payments of principle every six (6) months commencing six (6) months after Closing and every six (6) months thereafter until paid in full (in the form set forth on Schedule 1.5, the “Shareholder Note”)) or

(ii) subject to TCA CRESENT’s lender’s prior written approval and if the common share price of Intelligent Highway Solutions, Inc., a Nevada corporation (“INTELLIGENT”) is 0.30 cents per share or higher on the OTCBB Market when the Shareholder notifies INTELLIGENT of the desire to receive preferred shares in lieu of cash, then financing may occur by providing Shareholder convertible preferred shares with a put option (“Preferred Share” or “Preferred Shares”). In lieu of receiving a specific cash payment under the promissory note described in section 1.3 b (i) above, subject to TCA CRESENT’s written consent, the Shareholder may receive Preferred Shares if Shareholder notifies INTELLIGENT of the Shareholder’s desire in accordance with Section 10.4 of this Agreement. On a one dollar to one Preferred Share basis, the amount of Preferred Shares shall be equal to the amount Shareholder would have received if the Shareholder had taken a payment. Each Preferred Share shall have a preferred dividend rate equal to six percent (6%) of the value of the share, which dividend shall be paid at the time a payment is made by INTELLIGENT under the promissory note described in 1.3 b. (i) above. At any time while the payments are owed Shareholder under Sections 1.3 a. or 1.3 b., subject to TCA CRESENT’s written consent, the Shareholder may put to INTELLIGENT the Preferred Shares received in lieu of a promissory note payment and receive in exchange for the Preferred Shares a cash payment equal to what Shareholder would have received had Shareholder taken the promissory note payment(s) originally. The receipt of Preferred Shares and the exercise of the put option shall only occur six (6) calendar months after Closing.

The Shareholder may only exercise the conversion option only after six (6) calendar months after Closing. The Preferred Shares shall be convertible to common shares of INTELLIGENT on the basis of one Preferred Share is equal to one (1) common share. As stated above the conversion option is only exercisable with TCA CRESENT’s lender’s prior written approval and if the share price is 0.30 cents per share or higher on the OTCBB Market when the Shareholder notifies INTELLIGENT of the desire to convert pursuant to Section 10.4.

The Shareholder may sell their common shares on an open market on a “leak” out schedule agreed between the Parties. The Preferred Share option may confer special tax benefits upon the Shareholder, who should therefore consult with their tax advisor.

When the payments described in full in Section 1.3 a. and Section 1.3 b. are paid in full, all rights regarding the preferred shares are fully extinguished with Intelligent and the Shareholder having no further obligation to the Shareholder.


read full agreement here
https://www.sec.gov/Archives/edgar/data/1549719/000149315217002811/ex10-2.htm