SHARE EXCHANGE AGREEMENT
This
Share Exchange Agreement (the "AGREEMENT") dated as of March 29, 2007 is by
and
between Interlink Global Corporation, a Nevada corporation (the "COMPANY"),
having a principal place of business at 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxx, Xxxxxxx 00000 and Vicis Capital Master Fund, LLC (the "SHAREHOLDER")
having an address at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS,
the Shareholder is the holder of 1,500,000 shares of Common Stock, par value
$0.001 per share, of the Company (the "COMMON STOCK");
WHEREAS,
Shareholder wishes to exchange the Common Stock for a Senior Series C
Convertible Promissory Note with a face value of $855,000 ("SERIES C NOTE")
as
set forth on EXHIBIT “A” attached hereto, and a Series I Common Stock Purchase
Warrants (the "SERIES I WARRANTS") in the form of EXHIBIT "B" attached
hereto.
WHEREAS,
the Company desires to raise a total of $2,250,000 in a private placement and
the Shareholder has made this transaction a condition of its participating
in
this private placement.
NOW,
THEREFORE, in consideration of the foregoing, and of the representations,
warranties, covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE
1
THE
EXCHANGE
Section
1.1 Transfer and Exchange.
Subject
to and in accordance with the terms and conditions of this Agreement, at the
Closing (as hereinafter defined), the Shareholder shall tender and deliver
to
the Company valid and marketable title to the Common Stock, free and clear
of
all liabilities, obligations, claims, liens and encumbrances (except for those
imposed by applicable securities laws), by delivering to the Company one or
more
stock certificates representing the Common Stock, duly endorsed in blank or
accompanied by one or more stock powers duly endorsed in blank, and in form
for
transfer satisfactory to counsel for the Company, and (b) the Company shall
issue to the Shareholder the Series C Note and the Series I Warrants, duly
authorized for issuance, and free and clear of all liens, encumbrances and
restrictions of any kind (except for those imposed by applicable securities
laws).
Section
1.2 Closing.
The
closing of the transactions described in this Agreement shall take place at
the
offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP, 00 Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx, XX 00000 at 4:00 p.m., Eastern Time, on March 29, 2007, or on such
other business day, and at such location, as may be agreed to by the Company
and
the Shareholder (such closing, the "Closing" and such date and time, the
"Closing Date").
ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
Section
2.1 Organization and Authority.
The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada. The Company has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate
the
transactions contemplated hereby. All necessary action, corporate or otherwise,
required to have been taken by or on behalf of the Company by applicable law,
its charter documents or otherwise to authorize (a) the approval, execution
and
delivery on behalf of the Company of this Agreement and the agreements,
certificates and other documents contemplated hereby, including, without
limitation, the issuance, sale and delivery of the Series C Note and the Series
I Warrants and (b) the performance by the Company of its obligations under
this
Agreement, including, without limitation, the issuance, sale and delivery of
the
Series C Note and the Series I Warrants, and the consummation of the
transactions contemplated by this Agreement hereof has been taken. This
Agreement issued at the Closing constitute valid and binding agreements of
the
Company, enforceable against the Company in accordance with their respective
terms, except (x) as the same may be limited by applicable bankruptcy,
insolvency, moratorium or similar laws of general application relating to or
affecting creditors' rights and (y) for the limitations imposed by general
principles of equity.
Section
2.2 The Exchanged Shares.
Upon
delivery to the Shareholder at the Closing of the Series C Note and Series
I
Warrants, and upon receipt by the Company of the Common Stock in exchange
therefor, (a) good and valid title to the Series C Note and Series I Warrants
will pass to the Shareholder, free and clear of all liens and restrictions
of
any kind (except for those imposed by applicable securities laws) and (b) the
Series C Note and Series I Warrants will be duly authorized and validly issued,
fully paid and nonassessable.
Section
2.3 Additional Representations and Warranties
All
of
the representations and warranties in Article II of the Note and Warrant
Purchase Agreement are hereby post-effectively made herein as of the date of
execution of the Note and Warrant Purchase Agreement.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE SHAREHOLDER
Section
3.1
Investment
Representation. The Series C Note and Series I Warrants are being acquired
for
the Shareholder's own account, for investment and not with a view to, or for
resale in connection with, a distribution or public offering thereof within
the
meaning of the Securities Act of 1933, as amended (the "Securities Act") or
applicable state securities laws.
Section
3.2 Transfer Restrictions under Securities Laws.
The
Shareholder understands that none of the common stock issuable upon conversion
or exercise of the Series C Note or Series I Warrants have been registered
under
the Securities Act, or qualified under any state securities laws. The
Shareholder understands that the resale of the Series C Note and Series I
Warrants or common stock issuable upon exercise of the Series C Note or Series
I
Warrants may be restricted indefinitely unless a subsequent disposition thereof
is registered under the Securities Act and registered under any state securities
law or is exempt from such registration. The Series B Note and Series I Warrants
shall be endorsed with the following legend, and any other legends required
by
applicable securities laws:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE
"ACT"), AND ARE "RESTRICTED SECURITIES" AS DEFINED IN
RULE
144
PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE
SOLD
OR
OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT
IN
CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT
FOR
THE
SHARES UNDER THE ACT, OR (II) IN COMPLIANCE WITH
RULE
144
OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM
THE
REGISTRATION REQUIREMENTS UNDER THE ACT.
The
Company may instruct its transfer agent not to register the transfer of the
Series B Note or Series I Warrants, unless the conditions specified in the
foregoing legend are satisfied.
Section
3.3 Accredited Investor Status.
The
Shareholder is an "Accredited Investor" as that term is defined in Rule 501
of
Regulation D promulgated under the Securities Act. The Shareholder is able
to
bear the economic risk of acquiring the Series B Note and Series I Warrants
pursuant to the terms of this Agreement, including a complete loss of the
Shareholder's investment in the Series C Note and Series I
Warrants.
Section
3.4 Authority.
The
Shareholder has all requisite power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. All necessary
action, corporate or otherwise, required to have been taken by or on behalf
of
the Shareholder by applicable law, its charter documents or otherwise to
authorize (a) the approval, execution and delivery on behalf of it of this
Agreement and (b) the performance by it of obligations under this Agreement
and
the agreements, certificates and other documents contemplated hereby, and the
consummation of the transactions contemplated hereby and thereby has been taken.
This Agreement constitutes a valid and binding agreement of the Shareholder,
enforceable against it in accordance with its terms.
Section
3.5 No Conflicts.
Neither
the execution and delivery of this Agreement nor the consummation and
performance of the transactions contemplated hereby to be performed or satisfied
on the part of the Shareholder is prevented, limited by, conflicts with, or
will
result in, a breach of the terms, conditions, or provisions of any agreement
to
which the Shareholder is a party or any law, rule, regulation, or order of
any
court or government agency.
Section
3.6 Good Title to Common Stock.
The
Shareholder is the lawful owner of the Common Stock and the Shareholder has
good
title thereto, free and clear of all liens, claims and encumbrances of any
kind.
Section
3.7 Regulation M.
Without
any specific knowledge of the activities of the Company which may impact such
analysis, to the best of its knowledge and believe, neither the Shareholder
nor
any "affiliated purchaser" (as such term is defined in Regulation M under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") is on the
date
hereof engaged in a distribution, as such term is used in Regulation M, of
any
securities of the Company.
ARTICLE
4
MISCELLANEOUS
Section
4.1 Binding Effect; Benefit.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted successors and assigns. Notwithstanding
anything contained in this Agreement to the contrary, nothing in this Agreement,
express or implied, is intended to confer on any person other than the parties
hereto or their respective permitted successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.
Section
4.2 Entire Agreement.
This
Agreement, the exhibits and schedules hereto and any documents delivered by
the
parties in connection herewith constitute the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior agreements
and
understandings (oral and written) among the parties with respect
thereto.
Section
4.3 Governing Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida without regard to its rules of conflict of laws. Each of the
parties hereto hereby irrevocably and unconditionally consents to submit to
the
exclusive jurisdiction of the courts of the State of New York and of the United
States of America located in the State of New York (the "New York Courts")
for
any litigation arising out of or relating to this Agreement and the transactions
contemplated hereby (and agrees not to commence any litigation relating thereto
except in such courts), waives any objection to the laying of venue of any
such
litigation in the New York Courts and agrees not to plead or claim that such
litigation brought in any New York Court has been brought in an inconvenient
forum.
Section
4.4 Remedies; Specific Performance.
The
Company and the Shareholder may take all steps necessary or advisable to protect
and enforce their rights hereunder, whether by action, suit or proceeding at
law
or in equity, for the specific performance of any covenant, condition or
agreement contained herein, or in aid of the execution of any power herein
granted, or for the enforcement of any other appropriate legal or equitable
remedy or otherwise as the Company or the Shareholder shall deem necessary
or
advisable. No right or remedy hereunder shall be exclusive of any other right,
power or remedy, but shall be cumulative and in addition to any other right
or
remedy hereunder or now or hereafter existing by law or in equity and the
exercise by a party hereto of any one or more of such rights, powers or remedies
shall not preclude the simultaneous exercise of any or all of such other rights,
powers or remedies. Any failure to insist upon the strict performance of any
provision hereof or to exercise any option, right, power or remedy contained
herein shall not constitute a waiver or relinquishment thereof for the
future.
Section
4.5 Counterparts.
This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
Section
4.6 Headings.
Headings
of the Sections of this Agreement are for the convenience of the parties only,
and shall be given no substantive or interpretive effect
whatsoever.
Section
4.7 Interpretation.
In
this
Agreement, unless the context otherwise requires, words describing the singular
number shall include the plural and vice versa, and words denoting any gender
shall include all genders and words denoting natural persons shall include
corporations and partnerships and vice versa.
Section
4.8 Incorporation of Exhibits and Schedules.
All
exhibits and schedules hereto are hereby incorporated herein and made a part
hereof for all purposes as if fully set forth herein.
Section
4.9 Severability.
Any
term
or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement.
Section
4.10 Attorneys' Fees and Court Actions.
If
a
legal action is initiated by any party to this Agreement against another,
arising out of or relating to the alleged performance or nonperformance of
any
right or obligation established hereunder, or any dispute concerning the same,
any and all fees, costs and expenses reasonably incurred by each prevailing
party or its legal counsel in investigating, preparing for, prosecuting,
defending against, or providing evidence, producing documents or taking any
other action in respect of, such action shall be the joint and several
obligation of, and shall be paid or reimbursed by, the nonprevailing
party.
IN
WITNESS WHEREOF, the Company and Shareholder have caused this Agreement to
be
executed and delivered by their respective officers, thereunto duly
authorized.
INTERLINK
GLOBAL CORPORATION
By:________________________________
Xxxxxxxxxx
X. Xxxxxxxxxx,
President
and CEO
VICIS
CAPITAL MASTER FUND
By:
Vicis
Capital, LLC
By:_____________________________
Xxxx
Xxxxxxxx,
Managing
Director
