PREM 8-K
Premier Air Charter Holdings Inc. (PREM)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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| (State or Other Jurisdiction of Incorporation or Organization) | Commission File Number | (I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 11, 2025, Premier Air Charter Holdings Inc., a Nevada corporation (the “Company”), entered into two separate Conversion Agreements (collectively, the “Conversion Agreements”) pursuant to which the Company agreed to settle an aggregate of $2,932,195 in outstanding indebtedness owed by its wholly owned subsidiary, Premier Air Charter, Inc., in exchange for the issuance of 45,680 shares of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).
The Conversion Agreements are as follows:
| 1. | Conversion Agreement with Innoworks Employment Services, Inc. – The Company agreed to settle $2,565,646 of debt in exchange for 39,970 shares of Series A Preferred Stock. |
| 2. | Conversion Agreement with Prime Loan – The Company agreed to settle $366,549 of debt in exchange for 5,710 shares of Series A Preferred Stock. |
Each Conversion Agreement provides that, upon execution, the applicable debt is fully extinguished and the Company will issue the corresponding Series A Preferred Stock within ten (10) business days. The Series A Preferred shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and will bear restrictive legends.
The foregoing summary of the Conversion Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On November 11, 2025, the Company agreed to issue an aggregate of 45,680 shares of Series A Preferred Stock in connection with the debt conversion transactions described in Item 1.01 above. The issuance was made in reliance upon the exemption from registration provided by Section 4(a)(2) thereof. No general solicitation was used, and each holder represented that it is an accredited investor and that it was acquiring the securities for investment purposes only.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 7, 2025, the Company filed a Certificate of Amendment to Designation – After Issuance of Class or Series with the Nevada Secretary of State, increasing the authorized number of shares of Series A Preferred Stock from 100,000 to 155,000 shares. All other terms, rights, preferences, and privileges of the Series A Preferred Stock remain unchanged.
The amendment was approved by the Board of Directors and by written consent of the sole holder of the outstanding Series A Preferred Stock pursuant to NRS 78.1955.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Designations of Preferences and Rights of Series A Preferred Stock, filed November 7, 2025 | |
| 3.2 | Certificate of Designations of Preferences and Rights of Series A Preferred Stock, filed August 6, 2025 (1) | |
| 3.3 | Certificate of Amendment to Designations of Preferences and Rights of Series A Preferred Stock, filed October 21, 2025 (2) | |
| 10.1 | Conversion Agreement dated November 11, 2025, by and between the Company and Innoworks Employment Services, Inc. | |
| 10.2 | Conversion Agreement dated November 11, 2025, by and between the Company and Prime Loan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 8, 2025 |
| (2) | Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 22, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Premier Air Charter Holdings Inc. | ||
| Date: November 13, 2025 | By: | /s/ Sandra J. DiCocco Bonar |
| Name: | Sandra J. DiCocco Bonar | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
I 11 : 42 : 26a . m . 11 - 07 - 2025 I 6 I 18886118813 To : Page : 6 of 6 2025 - 11 - 07 19:42 : 46 GMT Docusign Envelope ID . EAAB8516 - 8369 - 4C74 - 86D8 - 01 OCC36335B1 Exhibit A 18886118813 Premier Air Charter Holdings lnc. CERTIFICATE OF AMENDMENT TO DESI.GNATIONS OF PRE . FERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF PREMIER AIR CHARTER HOLDINGS INC., A NEVADA CORPORATION Pursuant to a resolution of the board of directors of Premier Air Charter Holdings Inc . ( " Cor : poration") , a corporation organized and existing under the laws of the State of Nevada, and the authority contained in the Certificate of Designation of Preferences and Rights of Series A Preferred Stock ("Certificate") and Section 78 . 1955 of the Nevada Revised Statutes ("NRS") , the Certificate is hereby amended as follows : FIRST : Section I of the Certificate is hereby amended and restated in its entirety to state as follows : 1 . Designation and Authorized Shares . Premier Air Charter Holding s Inc . (the " Corporation " ) shall be authorized to issue 155 , 000 shares of Series A Preferred Stock , par value $ 0 . 001 per s hare (the " Series A Preferred Stock") . IN WITNESS WHER E OF, the undersigned has executed this Certificate of Amendment to the Certificate of Designation , Powers , Preferences and Rights of Series A Preferred Stock this 29 th day of October 2025 . PREMIER AIR CHARTER HOLDINGS TNC . By : � ss � wJ.it - Ross Gourdie President , Secretary From : Vcorp Services, LL<
Exhibit 10.1
CONVERSION AGREEMENT
CONVERSION AGREEMENT dated as of November 11, 2025 (this “Agreement”), by and between Premier Air Charter Holdings Inc., a Nevada corporation (OTC: PREM) (the “Company”), and Innoworks Employment Services, Inc. (the “Holder”).
RECITALS
WHEREAS, as of the effective date of this Agreement, Premier Air Charter, Inc., a wholly owned subsidiary of the Company, owes the Holder an aggregate principal amount of $2,565,646, pursuant to the Promissory Installment Note dated August 13, 2025 (the “Debt”), which represents amounts owed by Premier Air Charter, Inc. for payroll and related services as included in Premier Air Charter’s financial statements; and
WHEREAS, the Holder desires that the Company exchange the Debt for 39,970 shares of Series A Preferred Stock of the Company (the “Settlement Shares”) pursuant to the terms set forth in the Certificate of Designation previously filed with the Secretary of State of Nevada as amended on October 21, 2025 and to be further amended to increase the number of shares of Series A Preferred Stock designated (the “COD”) and said parties have agreed to effectuate such exchange upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and undertakings contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
EXCHANGE
Section 1.1 Exchange. Upon the terms and subject to the conditions set forth in this Agreement, (i) simultaneous with the execution and delivery of this Agreement, the Holder shall deliver to the Company the original documentation evidencing the Debt, and (ii) within ten (10) business days thereafter, the Company shall deliver to the Holder a stock certificate or book entry statement representing the Settlement Shares registered in the name of the Holder, issued in accordance with the terms of the COD. It is the intention of the parties that such exchange is a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Section 1.2 Restricted Securities. The Settlement Shares being issued to the Holder hereunder are duly and validly issued, fully paid and non-assessable, and will be free of any liens, claims or encumbrances and restrictions on transfer other than the fact that such shares are “restricted securities” as such term is defined under the Securities Act. Accordingly, the Settlement Shares received by the Holder may only be sold or transferred pursuant to an effective registration statement or in accordance with an exemption from registration under the Securities Act.
Section 1.3 Legend. The book entry or stock certificate evidencing the Settlement Shares, or the shares of common stock issuable upon conversion of the Settlement Shares, shall contain a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such shares):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH DISPOSITION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
The Holder hereby represents and warrants to the Company the following:
Section 2.1 Ownership of the Debt. The Holder is the sole owner of the Debt and has good and marketable title to such Debt, free and clear of any title defect, objection, security interest, pledge, encumbrance, lien, charge, claim, option, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the transfer or other exercise of any attributes of ownership (collectively, “Liens”).
Section 2.2 Authority. The Holder has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and all documents and instruments specified herein, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The person executing this Agreement has been duly authorized by the Holder to execute and deliver this Agreement on behalf of such Holder. This Agreement has been duly executed and delivered by the Holder and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Holder, enforceable against it in accordance with its terms.
Section 2.3 Approval of Transaction; No Conflict. The execution and delivery of this Agreement by the Holder does not, and the performance of this Agreement by the Holder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any person, entity, governmental authority or regulatory authority. Furthermore, the execution, delivery and performance of this Agreement by the Holder does not and will not (x) conflict with or violate any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award to which the Holder is a party or by which any of its assets are bound or (y) result in the creation or imposition of any Lien on the Debt. The execution, delivery and performance of this Agreement by the Holder does not and will not violate or conflict with any provision of the Articles of Incorporation or By-Laws or other organizational documentation of the Holder.
Section 2.4 Investment Intent. The Holder is an “accredited investor”, as that term is defined in Regulation D under the Securities Act. The Holder acknowledges that it is able to evaluate and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of accepting the Settlement Shares in exchange for the Debt. The Holder further acknowledges that the Settlement Shares are restricted securities, and as such cannot be offered or sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption therefrom is available. The Holder is receiving the Settlement Shares for its own account and not with a present view towards the public sale or distribution, other than as set forth in this Agreement. The Holder understands that the Settlement Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Settlement Shares. The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and the offer and sale of the Settlement Shares which have been requested by the Holder or its advisors. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company.
Section 2.5 Counsel. The Holder represents that it has had the opportunity to review and discuss this Agreement with counsel of its choosing, that it knows and understands the legal effect of this Agreement and the transactions contemplated hereby, that it requested the exchange of the Debt to Settlement Shares and that it is voluntarily executing and delivering this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Holder the following:
Section 3.1 Authority. The Company is duly organized and validly existing under the laws of the State of Nevada and has been duly authorized by all necessary and appropriate action to enter this Agreement and consummate the transactions contemplated herein. The Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and all documents and instruments specified herein, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Holder, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
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Section 3.2 Approval of Transaction; No Conflict. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or other action by, or filing with or notification to, any person, entity, governmental authority or regulatory authority. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with or violate any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award to which the Company is a party.
Section 3.3 Shares. The Company represents and warrants that upon issuance, the Settlement Shares shall be duly authorized, fully paid and non-assessable. Upon execution and delivery of this Agreement, the Debt, including without limitation, the principal and all accrued interest thereon, shall be terminated in its entirety and shall no longer represent an outstanding obligation of Premier Air Charter, Inc. or the Company.
ARTICLE IV
INDEMNIFICATION
Section 4.1 Indemnification by the Holder. The Company and its successors and assigns shall be indemnified and held harmless by the Holder from and against any and all damages, losses, liabilities, taxes (including any deficiencies and penalties and interest thereon), and costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (collectively, “Damages”) resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Holder contained in this Agreement and as a result of the transaction contemplated herein.
Section 4.2 Indemnification by the Company. The Holder and its affiliates, consultants, representatives and their respective successors and assigns shall be indemnified and held harmless by the Company from and against any and all Damages resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Company contained in this Agreement and as a result of the transaction contemplated herein.
Section 4.3 Notice. Each party hereto agrees to give to the other prompt notice of any claim or action by a third party or occurrence of any event which may give rise to a claim or action for indemnification hereunder. The failure to provide such notice shall not release the indemnifying party from its obligations under this Article IV, except to the extent that the indemnifying party is materially prejudiced by such failure.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Entire Agreement. This Agreement, together with the COD (as previously filed and incorporated by reference), contains, and is intended as, a complete statement of all of the terms of the arrangements and understandings between the parties with respect to the matters provided for and supersedes any previous agreements and understandings between the parties with respect to those matters.
Section 5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed wholly in such State, without regard to conflict of law rules applied in such State. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.
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Section 5.3 Notices. Any notice required or given with respect to this Agreement shall be valid and effective when delivered (i) by registered or U.S. post office stamped certified mail, (ii) by a nationally recognized overnight air courier, or (iii) by hand, in all cases to:
If to the Company, to:
Premier Air Charter Holdings Inc.
2006 Palomar Airport Road Suite 210
Carlsbad, CA 92011
If to the Holder, to:
Innoworks Employment Services, Inc.
146 North Street Suite 3
Lehighton, PA 18235
Any party hereto may change such address by notice given at least five (5) days in advance to the other party in accordance with this Section.
Section 5.4 Binding Agreement. This Agreement, including without limitation, all the representations and warranties contained herein, shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Section 5.5 Amendment. This Agreement may be amended or modified only by a written instrument executed by all the parties hereto.
Section 5.6 No Waiver. The failure of a party at any time or times to require performance of any provisions hereof shall in no manner be deemed to affect the party’s right at a later time to enforce the same. No waiver by any party of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach or of the breach of any other term or provision of this Agreement.
Section 5.7 References. The headings in this Agreement are solely for the convenience of the parties, and are not intended to and do not limit, construe or modify any of the term and conditions hereof.
Section 5.8 Unenforceability. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and only to the extent such provision shall be held to be invalid or unenforceable and shall not in any way affect the validity or enforceability of the other provisions hereof, all of which provisions are hereby declared severable, and this Agreement shall be carried out as if such invalid or unenforceable provision or portion thereof was not embodied herein.
Section 5.9 Counterparts. This Agreement may be executed by facsimile or other electronic transmission and in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
Section 5.10 Further Assurances. The parties hereto will execute and deliver such further instruments and documents and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement.
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Section 5.11 COD Amendment. The Holder, as the sole holder of all 100,000 issued and outstanding shares of Series A Preferred Stock, hereby irrevocably consents to, approves, and adopts an amendment to the COD to increase the total authorized shares of Series A Preferred Stock from 100,000 shares to 155,000 shares, with all other terms, rights, preferences, and privileges of the Series A Preferred Stock to remain unchanged and in full force and effect as set forth in the original COD, as amended.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first written above.
PREMIER AIR CHARTER HOLDINGS INC.
By: /s/ Ross Gourdie
Name: Ross Gourdie
Title: President, Secretary
INNOWORKS EMPLOYMENT SERVICES, INC.
By: /s/ Tom Eagen
Name: Tom Eagen
Title: CEO
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Exhibit 10.2
CONVERSION AGREEMENT
CONVERSION AGREEMENT dated as of November 11, 2025 (this “Agreement”), by and between Premier Air Charter Holdings Inc., a Nevada corporation (OTC: PREM) (the “Company”), and Prime Capital HR (the “Holder”).
RECITALS
WHEREAS, in July 2022, the Holder loaned Premier Air Charter, Inc., a wholly owned subsidiary of the Company, cash for working capital and Premier Air Charter, Inc. owes the Holder an aggregate amount of $366,549 for such services (the “Debt”), which amount is acknowledged by the Company and its subsidiary as valid, due, and payable; and
WHEREAS, the Holder desires that the Company exchange the Debt for 5,710 shares of Series A Preferred Stock of the Company (the “Settlement Shares”) pursuant to the terms set forth in the Certificate of Designation previously filed with the Secretary of State of Nevada as amended on October 21, 2025 and to be further amended to increase the number of shares of Series A Preferred Stock designated (the “COD”) and said parties have agreed to effectuate such exchange upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and undertakings contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
EXCHANGE
Section 1.1 Exchange. Upon the terms and subject to the conditions set forth in this Agreement, (i) simultaneous with the execution and delivery of this Agreement, the Holder shall deliver to the Company a written acknowledgment or release of the Debt, and (ii) within ten (10) business days thereafter, the Company shall deliver to the Holder a stock certificate or book entry statement representing the Settlement Shares registered in the name of the Holder, issued in accordance with the terms of the COD. It is the intention of the parties that such exchange is a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Section 1.2 Restricted Securities. The Settlement Shares being issued to the Holder hereunder are duly and validly issued, fully paid and non-assessable, and will be free of any liens, claims or encumbrances and restrictions on transfer other than the fact that such shares are “restricted securities” as such term is defined under the Securities Act. Accordingly, the Settlement Shares received by the Holder may only be sold or transferred pursuant to an effective registration statement or in accordance with an exemption from registration under the Securities Act.
Section 1.3 Legend. The book entry or stock certificate evidencing the Settlement Shares, or the shares of common stock issuable upon conversion of the Settlement Shares, shall contain a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such shares):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH DISPOSITION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
The Holder hereby represents and warrants to the Company the following:
Section 2.1 Ownership of the Debt. The Holder is the sole owner of the Debt and has good and marketable title to such Debt, free and clear of any title defect, objection, security interest, pledge, encumbrance, lien, charge, claim, option, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the transfer or other exercise of any attributes of ownership (collectively, “Liens”).
Section 2.2 Authority. The Holder has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and all documents and instruments specified herein, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The person executing this Agreement has been duly authorized by the Holder to execute and deliver this Agreement on behalf of such Holder. This Agreement has been duly executed and delivered by the Holder and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Holder, enforceable against it in accordance with its terms.
Section 2.3 Approval of Transaction; No Conflict. The execution and delivery of this Agreement by the Holder does not, and the performance of this Agreement by the Holder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any person, entity, governmental authority or regulatory authority. Furthermore, the execution, delivery and performance of this Agreement by the Holder does not and will not (x) conflict with or violate any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award to which the Holder is a party or by which any of its assets are bound or (y) result in the creation or imposition of any Lien on the Debt. The execution, delivery and performance of this Agreement by the Holder does not and will not violate or conflict with any provision of the Articles of Incorporation or By-Laws or other organizational documentation of the Holder.
Section 2.4 Investment Intent. The Holder is an “accredited investor”, as that term is defined in Regulation D under the Securities Act. The Holder acknowledges that it is able to evaluate and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of accepting the Settlement Shares in exchange for the Debt. The Holder further acknowledges that the Settlement Shares are restricted securities, and as such cannot be offered or sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption therefrom is available. The Holder is receiving the Settlement Shares for its own account and not with a present view towards the public sale or distribution, other than as set forth in this Agreement. The Holder understands that the Settlement Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Settlement Shares. The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and the offer and sale of the Settlement Shares which have been requested by the Holder or its advisors. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company.
Section 2.5 Counsel. The Holder represents that it has had the opportunity to review and discuss this Agreement with counsel of its choosing, that it knows and understands the legal effect of this Agreement and the transactions contemplated hereby, that it requested the exchange of the Debt to Settlement Shares and that it is voluntarily executing and delivering this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Holder the following:
Section 3.1 Authority. The Company is duly organized and validly existing under the laws of the State of Nevada and has been duly authorized by all necessary and appropriate action to enter this Agreement and consummate the transactions contemplated herein. The Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and all documents and instruments specified herein, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Holder, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
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Section 3.2 Approval of Transaction; No Conflict. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or other action by, or filing with or notification to, any person, entity, governmental authority or regulatory authority. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with or violate any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award to which the Company is a party.
Section 3.3 Shares. The Company represents and warrants that upon issuance, the Settlement Shares shall be duly authorized, fully paid and non-assessable. Upon execution and delivery of this Agreement, the Debt, including without limitation, the full amount of $485,720, shall be terminated in its entirety and shall no longer represent an outstanding obligation of Premier Air Charter, Inc. or the Company.
ARTICLE IV
INDEMNIFICATION
Section 4.1 Indemnification by the Holder. The Company and its successors and assigns shall be indemnified and held harmless by the Holder from and against any and all damages, losses, liabilities, taxes (including any deficiencies and penalties and interest thereon), and costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (collectively, “Damages”) resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Holder contained in this Agreement and as a result of the transaction contemplated herein.
Section 4.2 Indemnification by the Company. The Holder and its affiliates, consultants, representatives and their respective successors and assigns shall be indemnified and held harmless by the Company from and against any and all Damages resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Company contained in this Agreement and as a result of the transaction contemplated herein.
Section 4.3 Notice. Each party hereto agrees to give to the other prompt notice of any claim or action by a third party or occurrence of any event which may give rise to a claim or action for indemnification hereunder. The failure to provide such notice shall not release the indemnifying party from its obligations under this Article IV, except to the extent that the indemnifying party is materially prejudiced by such failure.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Entire Agreement. This Agreement, together with the COD, contains, and is intended as, a complete statement of all of the terms of the arrangements and understandings between the parties with respect to the matters provided for and supersedes any previous agreements and understandings between the parties with respect to those matters.
Section 5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed wholly in such State, without regard to conflict of law rules applied in such State. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.
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Section 5.3 Notices. Any notice required or given with respect to this Agreement shall be valid and effective when delivered (i) by registered or U.S. post office stamped certified mail, (ii) by a nationally recognized overnight air courier, or (iii) by hand, in all cases to:
If to the Company, to:
Premier Air Charter Holdings Inc.
2006 Palomar Airport Road Suite 210
Carlsbad, CA 92011
If to the Holder, to:
Prime Capital HR
600 La Terraza Blvd.
Escondido, CA 92025
Any party hereto may change such address by notice given at least five (5) days in advance to the other party in accordance with this Section.
Section 5.4 Binding Agreement. This Agreement, including without limitation, all the representations and warranties contained herein, shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Section 5.5 Amendment. This Agreement may be amended or modified only by a written instrument executed by all the parties hereto.
Section 5.6 No Waiver. The failure of a party at any time or times to require performance of any provisions hereof shall in no manner be deemed to affect the party’s right at a later time to enforce the same. No waiver by any party of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach or of the breach of any other term or provision of this Agreement.
Section 5.7 References. The headings in this Agreement are solely for the convenience of the parties, and are not intended to and do not limit, construe or modify any of the term and conditions hereof.
Section 5.8 Unenforceability. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and only to the extent such provision shall be held to be invalid or unenforceable and shall not in any way affect the validity or enforceability of the other provisions hereof, all of which provisions are hereby declared severable, and this Agreement shall be carried out as if such invalid or unenforceable provision or portion thereof was not embodied herein.
Section 5.9 Counterparts. This Agreement may be executed by facsimile or other electronic transmission and in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
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Section 5.10 Further Assurances. The parties hereto will execute and deliver such further instruments and documents and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first written above.
PREMIER AIR CHARTER HOLDINGS INC.
By: /s/ Ross Gourdie
Name: Ross Gourdie
Title: President, Secretary
Prime Capital HR
By: /s/ Malinee Virachack
Name: Malinee Virachack
Title:
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