Representations and Warranties of Aerkomm. 7 4.1. Organization, Standing and Power. 7 4.2. Subsidiaries; Equity Interests. 7 4.3. Capital Structure. 7 4.4. Authority; Execution and Delivery; Enforceability. 8 4.5. No Conflicts; Consents. 8 4.6. Taxes. 9 4.7. Benefit Plans. 9 4.8. Litigation. 10 4.9. Compliance with Applicable Laws. 10 4.10. Contracts. 10 4.11. Title to Properties. 10 4.12. Intellectual Property. 10 4.13. Labor Matters. 11 4.14. SEC Documents; Undisclosed Liabilities. 11 4.15. Transactions With Affiliates and Employees. 11 TABLE OF CONTENTS 4.16. Application of Takeover Protections. 12 4.17. Absence of Certain Changes or Events. 12 4.18. Certain Registration Matters. 13 4.19. Quotation and Maintenance Requirements; DTC Eligibility. 13 4.20. Disclosure. 13 4.21. Information Supplied. 13 4.22. No Undisclosed Events, Liabilities, Developments or Circumstances. 13 4.23. No Additional Agreements. 14 ARTICLE V CLOSING DELIVERABLES 14 5.1. Aerkomm’s Closing Deliverables. 14 5.2. Aircom and the Shareholders’ Closing Deliverables. 14 ARTICLE VI COVENANTS 15 6.1. Blue Sky Laws. 15 6.2. Fees and Expenses. 15 6.3. Filing of Super 8-K. 15 ARTICLE VII MISCELLANEOUS 15 7.1. Notices. 15 7.2. Amendments; Waivers; No Additional Consideration. 16 7.3. Replacement of Securities. 16 7.4. Remedies. 17 7.5. Independent Nature of Shareholders’ Obligations and Rights. 17 7.6. Limitation of Liability. 17 7.7. Interpretation. 17 7.8. Severability. 17 7.9. Counterparts; Electronic Execution. 18 7.10. Entire Agreement; Third Party Beneficiaries. 18 7.11. Governing Law. 18 7.12. Assignment. 18 Annex A Schedule of Shares Exchanged SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 13, 2017, is by and among AERKOMM INC., a Nevada corporation (“Aerkomm”), AIRCOM PACIFIC, INC., a California corporation (“Aircom”), and the shareholders of Aircom identified on Annex A hereto (each, a “Shareholder” and together the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
Representations and Warranties of Aerkomm. Aerkomm represents and warrants as follows to Aircom.
Representations and Warranties of Aerkomm. Aerkomm hereby represents and warrants to SDPJ as follows:
