Exhibit 99/b
SALES AGENT
AGREEMENT
This Sales Agent
Agreement (the “ Agreement ”) is made as of the
15 th day of June, 2011 by and among Charlotte Capital
Corp., a Delaware corporation (“Charlotte”), and
Underhill Securities Corp., a Nevada corporation
(“USC”).
Recitals
:
WHEREAS, Charlotte
wishes to retain on a non exclusive basis Underhill to act as
selling agent for Charlotte’s registered securities upon the
effectiveness of Charlotte’s registration statement to be
filed with the SEC in June 2011; and,
WHEREAS, Underhill
wishes to serve in such capacity.
NOW, THEREFORE, in
consideration of the below described compensation, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
Section
1.
Sales
Agent. Underhill agrees to act as non
exclusive selling agent for Charlotte’s registered securities
upon the effectiveness of Charlotte’s registration statement
to be filed with the SEC in June 2011.
Section
2.
Compensation . Both parties agree that
Underhills compensation shall be limited to an 8% sales commission
per FINRA regulations
Section 3.
Term
. The term of
this Agreement shall be 180 days from the effectiveness of
Charlotte’s registration statement which term may be extended
an additional 180 days.
Section
4.
Representations and
Warranties of Charlotte . Charlotte hereby represents
and warrants to Underhill that the following representations are
true and complete as of the date of this Agreement.
Section 5.1
Organization, Good
Standing, Corporate Power and Qualification . Charlotte is a corporation
duly organized, validly existing, and in good standing under the
laws of the State of Delaware and has all requisite corporate power
and authority to carry on its business as presently conducted and
as proposed to be conducted. Charlotte is duly qualified to
transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse
effect.
Section 5.2
Authorization
. All corporate
action required to be taken by Charlotte’s Board of Directors
in order to authorize Charlotte to enter into this Agreement has
been taken prior to or simultaneous with the date of this
Agreement. All action on the part of the officers of
Charlotte necessary for the execution and delivery of the
Agreement, the performance of all obligations of Charlotte under
the Agreement to be performed prior to or as of the date of this
Agreement, have been taken prior to execution of this Agreement.
The Agreement, when executed and delivered by Charlotte,
shall constitute valid and legally binding obligations of
Charlotte, enforceable against Charlotte in accordance with its
terms.
Section 5.3
Governmental Consents
and Filings .
No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority is
required on the part of Charlotte in connection with the
consummation of the transaction contemplated by this Agreement
other than as disclosed in this Agreement.
Section 5.4
Litigation
. There is no
claim, action, suit, proceeding, arbitration, complaint, charge, or
investigation pending or to Charlotte’s knowledge, currently
threatened against Charlotte or any officer, director, or Key
Employee of Charlotte that questions the validity of the Agreement
or the right of Charlotte to enter into the Agreement, or to
consummate the transactions contemplated by the Agreement.
Section 5.5
Compliance with Other
Instruments .
Charlotte is not in violation or default (i) of any
provisions of its Articles or Bylaws, (ii) of any instrument,
judgment, order, writ, or decree, or (iii) under any lease,
agreement, contract, or purchase order to which it is a party or by
which it is bound or of any provision of federal or state statute,
rule or regulation applicable to Charlotte, the violation of which
would adversely affect the business. The execution, delivery,
and performance of the Transaction Agreements and the consummation
of the transactions contemplated by the Transaction Agreements will
not result in any such violation or be in conflict with or
constitute, with or without the pas
