Share Exchange Agreement
Exhibit 10.4
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 21st day of August 2013, by and between SC Capital, Inc., a corporation organized under the laws of the State of California and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada.
WITNESSETH:
WHEREAS, GIHI agreed to a Merger Agreement on August 6, 2013 to acquire 100% of Embarr Downs of California, Inc.;
WHEREAS, August 6, 2013 the parties entered into a share exchange agreement;
WHEREAS, this Agreement shall modify the terms of that Agreement;
NOW THEREFORE, in consideration of the promises and of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Paragraph 1: SC Capital acquired 95,000 shares of Embarr Downs of California for $375 on February 23, 2012.
Paragraph 2: Embarr Downs of California has an outstanding share count of 1,000,000.
Paragraph 3: SC Capital hereby agrees to surrender the 95,000 shares of Embarr Downs of California in exchange for 325,000,000 shares of Common Stock and 125,000 shares of Preferred Stock of GIHI.
Paragraph: The acquisition of Embarr Downs of California shall be completed in transactions. As such, SC Capital shall be entitled to receive the following number of shares of GIHI in exchange for its shares of Embarr Downs:
325,000,000 shares of Common Stock
475,000 Series Preferred Shares
Paragraph 4: The outstanding share count of GIHI will be 3,984,193,692 of Common Stock and 4,000,000 shares of Series Preferred Stock.
Paragraph 5: GIHI agrees to pay for the legal opinion for these shares to become free trading under Rule 144. GIHI understands and is aware that these shares will be immediately to become free trading under Rule 144.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
Globalgroup Investment Holdings, Inc.,
By: Xxxxxx Xxxx
Its: President/CEO
SC Capital
By: Xxxxxxx Xxxxxxx
Its: President/CEO
