Contract
DATED
THIS 10th DAY OF FEBRUARY 2009
BETWEEN
ACTIVE
VALOR INTERNATIONAL LIMITED
AND
SECURED
DIGITAL APPLICATIONS, INC
AND
DIGITALAPPS
SDN BHD
******************************************************
SHAREHOLDERS
AGREEMENT
*******************************************************
1
THIS AGREEMENT is dated this
10th day of February, 2009.
BETWEEN
(1)
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ACTIVE VALOR INTERNATIONAL
LIMITED, a private limited company incorporated in British Virgin
Islands and having its registered office at Portcullis
Trustnet Xxxxxxxx, P.O. Box 3444, Road Town, Tortola British Virgin
Islands (hereinafter
referred to as "AVI") of the first
part;
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AND
(2)
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SECURED DIGITAL APPLICATIONS,
INC, a company incorporated in Delaware, United States of America
and having its business address at 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000 (hereinafter referred to as "SDA") of the second
part;
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AND
(3)
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DIGITALAPPS SDN BHD, a private
limited company incorporated in Malaysia and having its registered office
00X, Xxxxx XX0/00, 00000 Xxxxxxxx Xxxx, Xxxxxxxx (hereinafter referred to
as “the Company”)
of the third part;
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WHEREAS
:-
(A)
|
The
Company is in the business of providing mobile Voice Over Internet
Protocol (“VoIP”) application, information technology and multimedia
content production services, biometric security solutions and RFID-enabled
applications.
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(B)
|
The
Company and SDA are desirous of raising additional capital to fund the
roll out of mobile VoIP applications including VoIP voice calls, mobile
advertising and mobile video sharing services in
China.
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(C)
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The
parties hereto wish to conclude this Agreement to set down their mutual
understandings in respect of the Business of the Company, their respective
shareholdings and to regulate their relationship as shareholders of the
Company.
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2
NOW
THEREFORE THIS AGREEMENT WITNESSETH as follows :-
1.
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INTERPRETATION AND
DEFINITIONS
|
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Save
as otherwise defined herein, all terms used shall have the meanings
ascribed to them in the Subscription Agreement. In this
Agreement, unless otherwise required or indicated by the context, the
singular shall include the plural and vice versa, words indicating any one
gender shall include the other genders, words indicating natural persons
shall include legal persons and bodies corporate and vice versa, terms
defined elsewhere in this Agreement shall have the meanings respectively
assigned to them and the following terms shall have the meanings
respectively assigned to them hereunder,
namely:-
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"Act"
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means
the Malaysian Companies Act, 1965, as amended or revised from time to
time;
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"Agreement"
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means
the agreement recorded in this
document;
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“Board”
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means
the board of Directors of the Company for the time
being;
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"Business"
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means
the business as described in the Recitals
hereto;
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"Business
days"
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means
all days of the week excluding Saturdays and Sundays and public holidays
in Malaysia;
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"Company"
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means
DIGITALAPPS SDN BHD
(Company No : 721697-W) a private limited company incorporated in
Malaysia and having its registered office 32B Xxxxx XX0/00, 00000 Xxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxx.
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“Director
& Directors”
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means
one or more directors of the Company for the time
being;
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“Issue
Price”
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means
the price at which each Share shall be issued to AVI which shall be
RM1.00;
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"Members"
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means
the shareholders of the Company from time to time in terms of this
Agreement and "Member" shall have a corresponding
meaning;
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“Parties”
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means
the Company, AVI and SDA and “Party” means any one of
them;
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“Person
or Persons”
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means
one or more individuals, partnerships, limited liability companies,
corporations, trusts, unincorporated associations or government
authorities or agencies;
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3
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“Ringgit
Malaysia
or
RM”
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means
the lawful currency of Malaysia
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“Share(s)”
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means
the ordinary shares of Ringgit Malaysia One (RM1.00) each only in the
Company;
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“Subscription
Shares”
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means
the nine hundred (900) Shares to be subscribed for by AVI
at the Issue Price per share.
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“Shareholder(s)”
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means
the holders of the Shares in the
Company;
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2.
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DURATION
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The
obligations of the parties under this Agreement shall take effect from the
date of the execution of this Agreement (hereinafter referred to as “the Effective Date”)
and shall subject to early termination in accordance with the provisions
hereunder, subsist until such time as determined in writing by mutual
agreement of the parties.
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3.
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AGREEMENT
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3.1
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AVI
and SDA in consideration of the mutual promises and covenants set forth
herein hereby agree to enter into this Agreement to regulate their
relationship as shareholders of the
Company.
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3.2
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The
Company shall be party to and be bound by the terms of this
Agreement.
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3.3
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The
Business of the Company shall be conducted in its best interests on sound
commercial principles subject to the provisions of this Agreement and in
accordance with all applicable laws of
Malaysia.
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3.4
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On
the Effective Date, the shareholdings of the parties in the Company shall
be as set out hereinbelow
:
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Name
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No.
of
Shares
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Percentage
(%)
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AVI
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900
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90
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SDA
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100
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10
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Total
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1000
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100.0
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3.5
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Notwithstanding
any clause herein or in the Articles of Association of the Company, AVI
and SDA shall be entitled to transfer any portion of the Shares held by it
to any of its nominee, subsidiary or associated companies at any time it
deems fit by service of written notice and the Parties hereto shall pass
the requisite resolutions to give effect to the
same.
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4
3.6
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In
consideration of AVI acquiring ninety (90) percent equity in the Company,
AVI shall pay to SDA a guaranteed income of $3,900,000.00 payable over a
period of three (3) years:
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Year
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Amount
(US$)
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|||
2009
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1,200,000.00 | |||
2010
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1,300,000.00 | |||
2011
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1,400,000.00 |
3.7
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The
method of payment by AVI to SDA shall be in the form of cash or payment by
third parties on behalf of AVI or any other mode of payment as the Parties
may mutually agree.
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3.8
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AVI
and SDA shall use their best effort to list
the Company’s shares on an Asian stock exchange
within three (3) years from the Effective Date of this Agreement subject
to the Company meeting the listing
requirements.
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3.9
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AVI
will provide up to $11.5 million to fund the roll
out of the Company’s mobile VoIP services
that shall include mobile VoIP calls, mobile advertising and mobile video
sharing applications in China within one (1) year from the Effective Date
of this Agreement.
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4.
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THE
COMPANY
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4.1
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The
Memorandum and Articles of Association of the Company shall be drawn or
amended, as the case may be, so as to ensure conformity with the
provisions of this Agreement. In the event of any conflict between the
terms of this Agreement and the Articles of Association of the Company,
the terms of this Agreement shall
prevail.
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4.2
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The
main objects of the Company shall include the carrying on of the Business
in accordance with the terms and conditions contained
herein.
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4.3
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The
authorised share capital of the Company presently is RM100,000.00 divided
into 100,000 ordinary shares of RM1.00
each
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4.4
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Subject
to the other provisions of this Agreement, the shareholding ratio of the
parties in the Company shall at all times be maintained at the proportions
set out in Clause 3.4 above unless otherwise mutually agreed by the
parties.
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4.5
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The
registered office of the Company shall be at 00X Xxxxx XX0/00, 00000
Xxxxxxxx Xxxx, Xxxxxxxx unless otherwise determined in writing by
AVI.
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4.6
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A
resolution for the appointment of two (2) persons nominated by AVI and one
(1) person by the SDA as directors for the Company shall be adopted on the
Effective Date (unless already done prior to the Effective Date) at a
Board Meeting or General Meeting of the Company as the case may
be. Notwithstanding the provision of this Clause, AVI has the
prerogative to nominate one (1) person as director at the time of
execution of this Agreement.
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5
4.7
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The
financial year end of the Company shall be 31st
December or any other date mutually agreed upon by the parties to this
Agreement.
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4.8.
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Each
of the parties hereto covenant and undertake to the other that it will use
its best endeavours to contribute its expertise and resources including
but not limited to the matters as set out below to ensure the successful
operation of the Company :
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4.8.1
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The
Members shall
collectively assist in setting the policies and direction of the Company
at the Board level.
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4.8.2
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The
Parties respectively covenant with each other that for the duration of
this Agreement :
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(a)
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to
support and complement each other for the mutual benefit and
enhancement of the Business of the
Company as agreed;.
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(b)
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to
make the requisite declarations at the earliest time possible in any event
where the private businesses of the Members may give rise to any potential
conflict or conflict of interests with the business of the
Company.
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4.8.3
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Nothwithstanding
clause 4.8.2(b) above, AVI agrees that SDA or its subsidiaries shall be
not be restricted in any manner whatsoever to conduct the same Business as
the Company in any country.
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4.9
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AVI
shall have the sole right to change or appoint the auditors and/or the
corporate secretary/company secretary of the Company as it deems
fit.
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5.
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MEETINGS
OF MEMBERS
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5.1
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The
quorum for general meetings and all adjourned general meetings shall
comprise two (2) Members of the Company. Members may be represented by
their duly authorised corporate representatives or proxy who,
provided that he is duly appointed as such, shall be entitled to speak and
vote on behalf of the Member appointing
him/her.
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5.2
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Fourteen
(14) days notice shall be given for all annual and extraordinary general
meetings of the Company save for those meetings requiring special
resolutions which shall require twenty-one (21)
days.
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5.3
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The
Chairman at meetings of Members shall be a representative of or a person
nominated by AVI, failing which such other director as may be appointed by
the board of Directors (“the Board”). The
Chairman shall have a second or casting vote in addition to his
deliberative vote as a representative of a
Member.
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6
5.4
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A
written resolution signed on behalf of all of the Members, whether on the
same document or on different documents in identical terms, shall be as
valid and effective as a resolution duly passed at a duly constituted
meeting of Members, provided that such written resolution shall be placed
in the minute book of the Company.
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6.
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DIRECTORS
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6.1
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The
Company shall be managed by a Board of Directors. Unless otherwise agreed
the number of directors shall be three (3),
one a nominee of SDA and two (2) being nominees
of AVI.
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6.2
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Each
of the Members shall be entitled to appoint their representatives to the
Board of Directors and to remove any such director and to replace any such
director who is removed or ceases for any other reason to be a director.
Any appointment to or removal from the office of director shall be made by
notice in writing to the Company and shall take effect immediately upon
such notice.
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6.3
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In
the event that the shareholding ratio ceases to be as set out in Clause
3.5 hereof, the number of directors which each party is entitled to
appoint shall be varied to reflect the proportion of the new shareholdings
(as far as may be practicable).
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6.4
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Any
person appointed as a director shall
:-
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6.4.1
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hold
office until;
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6.4.1.1
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he
shall have been removed therefrom by the Member
so appointing him; or
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6.4.1.2
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he
shall have resigned therefrom by notice in writing
to the Company; or
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6.4.1.3
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he
shall have been disqualified therefrom for any reason
whatsoever;
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6.4.2
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be
entitled to hold shares in the share capital of the
Company;
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6.4.3
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be
entitled, with the written consent of the Member so appointing him (if
applicable) to appoint an alternate director to
himself.
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6.5
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The
directors shall meet as often as is necessary for the effective management
of the Company, but not less than once every
year.
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6.6
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Notice
of all meetings of directors shall be given to the directors or their
alternate, as the case may be, at least seven days prior to the holding of
such meeting. Notices of directors' meetings shall be sent by courier
service or telefax to the directors as such telefax numbers of which they
may notify the Company from time to time and also to the Members in
accordance with the provisions of Clause
13.
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7
6.7
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Decisions
of directors may only be taken at meetings of which a quorum is present. A
quorum for any meeting of directors or adjournments thereof shall be two
(2) directors. If such a quorum is not present at any meeting
of the directors within half-an hour of the time appointed for the meeting
then such meeting shall stand adjourned to a date seven (7) days from the
date of the said meeting at the same time and place (hereinafter
referred to as “the Adjourned Board Meeting”). At any Adjourned
Board Meeting of the directors, only matters specified in the notice of
the initial meeting of the directors may be decided. PROVIDED ALWAYS THAT
in the event of the day being a public holiday the Adjourned Board Meeting
shall be held on the next Business Day at the same time and
place.
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6.8
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Subject
to the quorum being present, all resolutions of the Board of Directors
shall be approved by a simple majority vote of the directors
present.
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6.9
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A
circular resolution signed by a majority of the Directors, whether on the
same document or on different documents in identical terms, shall be as
valid and effective as a resolution duly passed at a duly constituted
meeting of directors, provided that such circular resolution shall be
placed in the minute book of the
Company.
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6.10
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The
Parties hereto agree that a Director shall be permitted to participate and
vote at a meeting of Directors through the use of teleconferencing and/or
video conferencing facilities subject always that the Directors
participating at that meeting shall reconfirm with each other prior to the
adjournment of that meeting:
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(a)
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all
resolutions made; and
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(b)
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that
each one has heard the other
clearly;
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and all
such resolutions shall be reduced to writing to be duly executed by the
participating Directors within twenty four (24) hours from the time of meeting
and the written document shall be recorded in the minute book.
6.11
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The
Chairman of the Board of Directors of the Company shall be a director
appointed by the Board of Directors and shall be a representative of
AVI.
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7.
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CONDUCT
OF THE BUSINESS OF THE
COMPANY
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7.1
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The
parties hereto agree to work together to manage the
Company.
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7.2
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AVI
shall be entitled to nominate a person(s) and the Company shall appoint
the nominated person as the Executive Chairman and Managing Director of
the Company.
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8
7.3
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The
terms of employment and particularly the remuneration and responsibilities
of any other key or senior personnel shall be subject to mutual agreement
of the Parties.
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7.4
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Dividends
shall be declared by the Board of Directors at their discretion from time
to time.
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8.
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FINANCING
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The
working capital financial requirements of the Company in excess of the
present paid up capital of the Company shall be funded by
AVI.
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9.
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CONFIDENTIALITY
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9.1
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None
of the parties shall, during the period of this Agreement or at any time
thereafter, divulge or communicate to any person any confidential
information concerning the business or finances of the Company or any
dealings, transactions or affairs or other information relating to the
parties pertaining to the Company and its business. For the purposes of
this Clause 9, "confidential information" shall mean all information,
know-how, data, specifications, reports and other materials, whether in
written, oral, electronic or visual form, trade secrets customer supplier
or clientele listings, but does not include information which at the time
of disclosure thereof, is in the public domain or, after disclosure,
becomes part of the public domain by publication or otherwise, through no
fault of the parties or any of them. The parties shall procure that their
employees, directors, consultants and agents (if any) shall be bound to
the restrictions contained in this Clause
9.
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9.2
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The
confidentiality provisions as contained in sub-Clause 9.1 above shall not
apply to any disclosure of confidential information for purposes of
enforcing any provision of this Agreement nor shall they apply to any
disclosure made in compliance with any requirements of law or where such
disclosure is required by any governmental authority or regulatory
body.
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9.3
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These
confidentiality provisions shall survive the termination of this Agreement
and shall be binding on the parties for a period of three (3) years from
the termination of this Agreement.
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10.
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MUTUAL
SUPPORT
|
|
The
parties undertake to do or to procure the doing of such things and to
perform or procure the performance of all acts necessary for or incidental
to the putting into effect or the maintenance of this Agreement and to
deal with each other and with the Company in the utmost good
faith.
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11.
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TERMINATION
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Should
any party (the "defaulting party")
:
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9
11.1
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commit
any act of insolvency or bankruptcy as defined in the insolvency or
bankruptcy legislation of its home jurisdiction;
or
|
11.2
|
be
wound up, whether provisionally or finally and whether compulsorily or
voluntarily or be placed under judicial management or have a receiver
appointed over the whole or any part of its assets;
or
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11.3
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enter
into any arrangement or compromise with any of its creditors;
or
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11.4
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be
the subject of any resolution passed for its winding up or dissolution;
or
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11.5
|
have
a judgment given against it/him in any court of law which, if appealable,
is not appealed against within the period allowed for the lodging of such
an appeal or if not subject to an appeal, remains unsatisfied for a period
of ten (10) days; or
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11.6
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die
or become insane (for natural persons);
or
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11.7
|
breach
any of the terms and conditions of this
Agreement;
|
|
then
the other party or parties (the "Aggrieved party or parties") shall
be entitled forthwith in the case of sub-Clauses 11.1 to 11.6,
both inclusive, and in the case of sub-Clause 11.7 where the defaulting
party has failed to remedy such breach within a period of fifteen (15)
business days after receipt or deemed receipt of written notice pursuant
to Clause 13 by the Aggrieved party requiring it to do so, to terminate
this Agreement by written notice to that effect given to the defaulting
party, which termination shall be effective immediately upon delivery of
the said notice and without prejudice to any other rights which
the Aggrieved party may have at law. The Aggrieved party or
parties shall also be entitled to purchase the shares of the defaulting
party (except if the provisions under Clause 11.6) in proportion to their
shareholdings then prevailing at fifty percent (50%) of the net tangible
assets (NTA) of the shares of the defaulting party based on the NTA of the
Company as at the calendar quarter immediately preceding the default (to
be determined by the Company Auditors) by written notice delivered to the
defaulting party any time after the delivery of the notice of
termination. If the Aggrieved party or parties elect not to or
are unable to purchase such shares at 50% of the NTA value of those shares
the parties shall share equally any costs and expenses necessary or
required in the liquidation or dissolution
process.
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|
In
the event the provisions under Clause 11.6 apply the Aggrieved party or
parties shall have full benefit of the above provision save that the
shares shall be acquired at One Hundred (100%) per centum of the then
prevailing net tangible assets per share of the Company as certified by
the Company’s Auditors.
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12.
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MEDIATION
|
12.1
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Any
dispute, controversy or claim arising out of or relating to this Agreement
or the breach, termination or invalidity thereof, shall be settled in the
following manner:
|
10
|
(a)
|
firstly,
by mediation between all parties to this Agreement. The appointing
authority shall be the appointed Mediator for the time being for the Kuala
Lumpur Bar Council. The number of Mediators shall be one (1). The place of
mediation shall be the Bar Council, No. 13, 15-17, Xxxxx Xxxxx Xxxxx
Xxxxx, 00000 Xxxxx Xxxxxx. The language to be used in mediation
proceedings shall be the English
Language.
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(b)
|
in
the event that Clause 12.1(a) is unsuccessful, only then by resort to the
Courts of Malaysia.
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13.
|
NOTICES
|
|
Any
notice given by or to either party or by or to the Company in terms of
this Agreement shall be given in writing and shall be delivered by hand to
the responsible person or to their last known address (if not the address
in this Agreement) or sent by courier service or prepaid certificate of
post to the person and address as stated in this Agreement whereupon it
shall be deemed to have been received when so delivered by hand or three
(3) days after being sent by courier service or prepaid certificate of
posting.
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14.
|
OVERRIDING
AGREEMENT
|
|
In
the event of any conflict between the Articles of Association of the
Company and this Agreement, the terms and conditions of this Agreement
shall prevail. The parties shall take such steps as may be necessary to
amend the Articles of Association of the Company to conform with the terms
of this Agreement.
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15.
|
GOVERNING
LAW AND JURISDICTION
|
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This
Agreement shall be governed by and interpreted under the laws of Malaysia
for the time being in force.
|
16.
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NO
VARIATION
|
|
No
variation of or addition or agreed cancellation to this Agreement shall be
of any force or effect unless it is reduced to writing and signed by or on
behalf of the parties.
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17.
|
GENERAL
|
17.1
|
This
Agreement constitutes the entire agreement between the parties regarding
the subject matter hereof. No agreements, guarantees or representations,
whether verbal or in writing, have been concluded, issued or made, upon
which either party is relying in concluding this Agreement, save to the
extent set out herein.
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17.2
|
The
headings appearing in this Agreement have been used for reference purposes
only and will not affect its
interpretation.
|
11
17.3
|
No
indulgence, leniency or extension of time which a party (the "grantor")
may grant or show to the other, will in any way prejudice the grantor or
preclude the grantor from exercising any of his rights in the
future.
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17.4
|
If
any particular provision and/or term of this Agreement is found to be
defective or unenforceable or is cancelled for any reason (whether by any
competent Court or otherwise) then the remaining provisions and/or terms
shall continue to be of full force and effect. Each provision and/or term
of this Agreement shall accordingly be construed as entirely separate and
separately enforceable in the widest sense from the other provisions
and/or terms hereof.
|
17.5
|
None
of the parties hereto shall be entitled to cede or assign any of its
rights, or delegate any of its obligation hereunder without the prior
written consent of the other first being
obtained.
|
17.6
|
Time
wherever mentioned in this Agreement, shall be of the essence and shall be
strictly adhered to unless otherwise extended or varied in writing by the
parties.
|
18.
|
COSTS
|
|
Each
party shall bear their own solicitors costs in the vetting negotiation and
conclusion of this Agreement.
|
19.
|
FORCE
MAJEURE
|
19.1
|
The
parties hereto shall not have any claim of any nature whatsoever against
each other for failure to fulfil their obligations under this Agreement by
reason of force majeure.
|
19.2
|
If
any obligation of either party is delayed by reason of force majeure, then
the period for carrying out such obligation shall be extended to such date
as is agreed by the parties hereto in
writing.
|
19.3
|
For
purposes of this Clause 19, "force majeure" shall include, without
limitation, any acts of God, fires, strikes, wars, riots, earthquakes,
floods, storms, typhoon lockouts, compliance with governmental requests,
laws, regulations, orders or action not within the reasonable control,
directly or indirectly, of the party affected, but only if and to the
extent that, (a) such event, despite the exercise of reasonable diligence,
cannot be or be caused to be prevented, avoided or removed by such party,
(b) such event materially adversely affects (in cost and/or time) the
ability of such party to perform its obligations under this Agreement and
such party has taken all reasonable precautions, due care and reasonable
alternative measures in order to avoid the effect of such event on such
party’s ability to perform its obligations under this Agreement and to
mitigate the consequences thereof, (c) such event is not the direct or
indirect result of the failure of such party to perform any of its
obligations hereunder and (d) such party has given the other party prompt
notice describing such event, the effect thereof and the actions being
taken in order to avoid, remove or mitigate the effect of such event, then
either party shall be excused from performance and shall not be construed
to be in default in respect of any obligation hereunder for so long as its
failure to perform such obligation shall be due to an event of Force
Majeure.
|
12
20.
|
ACCOUNTING
AND OTHER FINANCIAL REPORTS
|
20.1
|
The
Board of Directors shall ensure that the Company maintains accurate and
complete accounting and other financial records in accordance with
generally accepted accounting principles in
Malaysia.
|
20.2
|
At
the end of each accounting period, the books, records and accounts of the
Company shall be audited at the expense of the Company by the auditors
appointed by the Company.
|
20.3
|
The
Directors of the Company shall have full and complete access to the books,
records, accounts and supporting documents maintained by the Company
during the Company’s normal business
hours.
|
21.
|
SALE
AND TRANSFER OF SHARES
|
|
Any
party to this Agreement shall be at liberty at any time to sell, transfer,
or otherwise dispose of its shares or any part thereof to a nominee or a
related company (within the definition of the term “related” in Section 6
of the Companies Act 1965) or to any director of its related company
subject to the consent in writing of the other parties whose consent shall
not be unreasonably withheld. The party selling, transferring
or otherwise disposing of its shares or any part thereof shall remain
liable as primary obligor and not just as guarantor to ensure that the
obligations and covenants of this Agreement are complied
with.
|
22.
|
RIGHT
OF FIRST REFUSAL
|
22.1.
|
The
parties to this Agreement may sell, transfer or otherwise dispose of its
shares at any time only by serving written notice to the other party in
accordance with the provisions of this
Clause.
|
22.2
|
If
at any time any of the parties to this Agreement proposes to sell,
transfer or otherwise dispose all but not part only of its shares that
party shall first offer the shares to the other parties hereto (in
proportion to their then existing shareholding in the Company) at a fair
market value to be certified by a qualified person appointed by the
Company and such determination made shall be deemed to be made as an
expert and shall be final, conclusive and binding on the
parties. The other parties or any of them shall have thirty
(30) days in which to accept any such offer. If the other
parties or any of them do not accept any such offer within such period,
the party making the offer may thereafter sell, transfer or otherwise
dispose of all but not some only of its shares to any other person not
later than ninety (90) days from the non-acceptance of the offer to the
Members, at a price no less than the fair market value certified by a
qualified person subject to the consent of the other parties which consent
shall not be unreasonably withheld and PROVIDED ALWAYS that such other
person covenants with the existing shareholders to observe this Agreement
and to perform all the obligations of the transferor under this Agreement
including guaranteeing and/or providing security for any financing taken
by the Company or providing shareholders’ loan before such other person
shall be treated as a shareholder for the purposes of this
Agreement.
|
13
22.3
|
The
costs of the valuation in connection with the certification of
the fair market value shall be borne in equal proportion by the parties
proposing to sell, transfer or dispose of its shares and the party wishing
to acquire the shares.
|
22.4.
|
The
parties hereto hereby give all necessary authority to the directors of the
Company to execute any document or instrument or perform any act on behalf
of any party hereto in order to consummate and give legal effect to the
sale and purchase of the shares pursuant to this Clause in the event that
such party shall fail to do the
same.
|
22.5
|
Prior
to or upon the completion of the sale of shares pursuant to this Clause
the party selling its shares shall procure the resignations of its
appointees on the Board acknowledging that they each have no claim for
compensation damages or otherwise against the Company or the party
purchasing the shares.
|
23.
|
RELATIONSHIP
AMONG THE PARTIES
|
|
The
relationship of the parties hereto under and in relation to this Agreement
shall be limited to the matters herein contained and what is provided for
by law as the liability of a shareholder of the Company, and nothing
herein provided shall be considered or interpreted as constituting the
relationship of the parties hereto as a partnership, association or other
relationship in which any party may be liable for the acts or omissions of
the other parties, nor shall anything herein contained be considered or
interpreted as constituting any party as the general agent of the other
parties.
|
24.
|
PERFORMANCE
OF AGREEMENT
|
|
Each
of the parties hereto agree to exercise its voting rights for the time
being in the Company and to take such steps as for the time being lie
within its power to procure that the Company performs and observes the
provisions of this Agreement which the Company would be liable to perform
as if it has been joined as a party to this
Agreement.
|
25.
|
SURVIVAL
OR RIGHTS, DUTIES AND
OBLIGATIONS
|
|
Termination
of this Agreement for any cause shall not release any party hereto from
any liability which at the time of termination has already accrued to the
other parties hereto or which thereafter may accrue in respect of any act
or omission prior to such
termination.
|
14
26.
|
SUCCESSORS
BOUND
|
|
This
Agreement shall be binding on the successors in title, executors and
permitted assigns of the parties
hereto.
|
[THE
REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
15
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorised representatives.
Secured
Digital Applications, Inc.
By:
|
/s/ Xxxxxxx Soon-Xxxx Xxx
|
|
Name: Xxxxxxx
Soon-Xxxx Xxx
|
||
Title: Chairman
& CEO
|
||
Active
Valor International Limited
|
||
By:
|
/s/ K.B. Bujang
|
|
Name: K.B.
Bujang
|
||
Title: Director
of Operations
|
||
DigitalApps
Sdn Bhd
|
||
By:
|
/s/ Xxxxxxx Hoi-Fah Looi
|
|
Name: Xxxxxxx
Hoi-Fah Looi
|
||
Title: Director
|
16