maybe through the change of management...Fin-tel loses 3 and Mory appoints 3...
5. ACTIONS TO BE TAKEN BY FINTEL UPON CLOSING
a. Adjustments made on account of Net Assets of MKAviation
(i) Should the Net Assets of MKAviation exceed $10mm, the excess will be recorded in the books of Fintel as a Payable to Mr. Kraselnick, or his nominee, and paid out within six months following the Closing Date.
b. Resignations and Changes to the Board
(i) Three (3) existing board members of Fintel will resign immediately prior to Closing.
(ii) The remaining Directors of Fintel will appoint interim Directors based on the persons nominated by Mr Kraselnick.
c. Deliver evidence of Board Resolutions
(i) A Board Resolution approving this Agreement and its execution. d. Deliver evidence of shares issued to Mr. Kraselnick.
(i) A Board Resolution for the number of shares determined above of unregistered Fintel common shares, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind.
(ii) Instructions to the company's share transfer agent, for the number of unregistered shares determined above.
e. Execute and deliver such other instruments, certificates, authorizations, releases, resolutions and documents as may be necessary to effect the transactions described in or otherwise required by this Agreement.
6. ACTIONS TO BE TAKEN BY MR. KRASELNICK UPON CLOSING
a. Nominate three (3) members to the Board
(i) Mr. Kraselnick will name his nominees to the Board to fill the interim vacancies.
b. Deliver evidence of shares transferred to Fintel
(i) Mr. Kraselnick will transfer to Fintel 75% of his rights, title and interest in and to all of the capital stock of MKAviation owned by him.
(ii) Mr. Kraselnick will deliver to Fintel his stock certificates representing 75% of the MKAviation capital stock owned by him, with such certificates to be duly endorsed in blank or accompanied by an irrevocable stock power and assignment separate from certificate and endorsed in blank.
c. Deliver evidence of Board Resolutions
(i) A Board Resolution approving this Agreement and its execution.
d. Execute and deliver such other instruments, certificates, authorizations, releases, resolutions and documents as may be necessary to effect the transactions described in or otherwise required by this Agreement.
