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Tuesday, June 14, 2011 5:56:57 PM
What Kwan ? By the way some real nice people are in this memorandum !
MEMORANDUM OF UNDERSTANDING
The following Memorandum Of Understanding (herein MOU) is between Quasar Aerospace Inc. (QAI) a publicly traded company also herein identified as (QASP), and Centaflix Inc.’s merger transition c/o CentaCom Holdings a private company, they shall hereinafter be referred collectively to as “the Parties” all being located in Jacksonville, Florida.
WHEREAS, QAI is a publicly traded company currently recognized as Caveat Emptor or as defined (“Buyer Beware”) with less than Sixty Thousand US Dollars ($60,000.00) of standing assets collectively, and with substantial corporate and regulatory liabilities , hereby agrees to without recourse merge with CentaCom Holding with operating subsidiaries, and
WHEREAS, all creditors attached to QAI herein referred to as “corporate liabilities” agree under the terms of this MOU be jointly named as debt and agree to resolve company and individual notes threw a party purchase thus tendering a clean shell. Jointly named parties shall be as follows and are required to present all forms of original notes:
A). Dean Bradley (Individual): $775,000.00
B). Machiavelli, LLC : $225,000.00
C). Joshua Henderson (Individual): $200,000.00
WHEREAS, all parties mentioned and acknowledge with respect to this MOU, hereby unanimously identify Mr. Kwan D. Straughn as a designated broker and per this merger transaction be entitled to a facilitators fee as follows:
A). Kwan D. Straughn (Broker): $200,000.00
WHEREAS, all Preferred “A” shareholders of QAI agree to assign it’s shares issued by QAI to Centacom, also by virtue of the board and officer future agree to issue the remaining authorized Preferred “A” shares to Centacom Holdings total issue shall be 50,000,000. Preferred “A” shareholders are jointly named and recognized as part of this MOU are as follows:
A). Dean Bradley
B). Joshua Henderson
C). Carpathia, LLC.
D). Constantine Financial Management, LLC.
WHEREAS, QAI’s current board and officers with
out delay agree to step down and or resign, and appoint a Centaflix representative to the board per the transitioin, and under these acceptable terms and conditions the newly appointed board member(s), along with Mr. Kwan D. Straughn (Non-Board Member) will work collectively together to rebuild QAI’s company structure thus bringing immense value to QAI’s subsidiary flight school (Atlantic Aviation) , restore OTC market relationships, and resolve current Transfer Agency issues, and
WHEREAS, Centacom is interested in acquiring a publicly traded company to help facilitate it’s expansion and market awareness.
NOW THEREFORE, the Parties hereto in order to make a best efforts attempt to complete the contemplated merger of Centacom Holdings into QAI, agree as follows:
1. Dean Bradley agrees to make a deposit of Twenty-Five Thousand US Dollars ($25,000.00) INTO MR. JEFFREY LUDWIG’S LAWYERS TRUST ACCOUNT RESERVED FOR: MR. JAMES OWENS, which shall be caused by mutual agreement to be deposited into an account designated by Mr. Owens for the sole purpose of:
$25,000.00 Will be paid to Mr. James Owens as reimbursement cost for legal fees incurred as a result of the initial merger decline. (Please note*: Evidence of a wire transfer must be confirmed before finalizing all agreements which will be stated in the merger agreement).
2. QAI’s current Board Members by way of unanimous vote agrees to place all Remaining Outstanding Authorized Preferred A’s into escrow reserved for Centacom Holdings Inc. At the same time of transference all Preferred “A” shareholders further agree to simultaneously place there respectively issued 930 Preferred “A” shares into escrow with Attorney Jeffrey Ludwig .
3. Upon the successful close of said merger, ALL CURRENT QAI BOARD MEMBERS AND OFFICERS WHICH ARE NAMED HEREIN AS FOLLOWS:
A): Joshua Henderson COO & Board Member
B). Donnell Vigil, QAI Board Member
C). Scott Martin, Board Member & Trustee
D). Jeffrey Digenova, CEO & President, and Board Member
Do hereby agree to be removed and or resign by election of a newly appointed board and officers of Centacom Holdings, and or by acceptance of both tender letters of resignation thus
indemnifying them of any legal claims past, present or future which is also to include any and past board members and officers of QAI, it’s successors and or assigns. Furthermore, all current ongoing lawsuits and countersuits are to dropped by all current parties of interest in order to prevent further harm and liability to newly formed board and appointed officers of the acquisition team of Centacom.
Also, all Outgoing members of the current board members, officers, Mr. Dean O. Bradley ,and Mr. Joseph Canouse, and or any members associated with THINK PINK, LLC., it’s successors and or assigns , further agree to hold harmless Centacom Holding, its newly appointed board and officers of any past, present, or future claims, lawsuits, liens, or any legal encumbering act that may detriment it’s ability to perform in a constructive manner that may affect it’s ability to bring value to the
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