EXCHANGE AGREEMENT
Exhibit
10.
This
Exchange Agreement, dated January 11, 2008, is made by Xxxxxx Xxxxxx, a natural
person, (“Shareholder”) and CHDT Corporation, a Florida corporation,
(“CHDT”). CHDT and Shareholder may hereinafter also be referred to
individually as a “party” and collectively as the “parties.”
For
good
and valuable consideration, the sufficiency of which is hereby acknowledged
by
each party, the parties agree as follows:
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1.
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Exchange.
Subject to the terms and conditions of this Agreement, CHDT hereby
agrees
to issue 750,075 shares of Series B Convertible Preferred Stock,
$0.10 par
value, (“Preferred Stock”) to Shareholder in exchange for 50,000,000
shares of CHDT Common Stock, $0.0001 par value, beneficially owned
by the
Shareholder and the Shareholder hereby agrees to said
exchange. The foregoing securities exchange shall
hereinafter be referred to as the “Exchange.” The Exchange
shall be consummated at a closing to occur at CHDT executive offices
on or
before January 24th
,
2008. CHDT shall pay any transfer fees applicable to the
Exchange.
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2.
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Conversion.
The parties agree that the shares of Preferred Stock shall be convertible
into 45,000,000 shares of Common Stock upon demand of the Shareholder,
which demand shall not be made prior to January 11,
2009.
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3.
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Consideration.
The consideration for the Exchange is the issuance of the Preferred
Stock
issued to the Shareholder in the Exchange as well as the benefit
derived
by the Shareholder, as the principal equity owner of CHDT, in providing
the shares of Common Stock to CHDT.
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4.
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Restricted
Securities. The parties agree and understand that the shares of Common
Stock and shares of Preferred Stock issued in the Exchange shall
be
“restricted securities” under Rule 144 of the Securities Act of 1933, as
amended.
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5.
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Conditions.
The Exchange has been or must be approved by the independent directors
of
CHDT prior to the consummation of the Exchange. If the independent
directors of CHDT do not approve the Exchange by a majority vote,
each
such director having one vote, then the parties agree to terminate
the
Exchange prior to consummation and to terminate this Agreement without
any
liability whatsoever attaching to either party.
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6.
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Indemnification.
Except when prohibited by applicable laws or public policy, each
party
agrees to indemnify the other party for any and all damages, judgments,
awards, sanctions, penalties, fines, costs (including reasonable
attorneys’ fees), losses of any kind whatsoever, interest and other
liabilities of any kind whatsoever resulting from or arising from
the
Exchange or this Agreement.
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7.
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Entire
Agreement. This Agreement is the entire agreement of the parties
in
respect of the Exchange and this Agreement may only be amended or
changed
by a writing signed by all of the parties.
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8.
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Counterparts.
This Agreement shall be signed in multiple counterparts, each one
being
the same agreement and instrument.
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9.
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Survival.
If any provision of this Agreement is determined to be illegal,
unenforceable or invalid by a court, then the remaining provisions
shall
constitute the entire agreement of the parties.
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10.
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Mandatory
Arbitration. Any dispute, claim or controversy arising out of or
relating
to the Exchange, this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of
the
scope or applicability of this agreement to arbitrate, shall be determined
by arbitration in Miami, Florida before one arbitrator. At the option
of
the first to commence an arbitration, the arbitration shall be
administered either by JAMS pursuant to its Streamlined Arbitration
Rules
and Procedures (or such other applicable rules if the Streamlined
Arbitration Rules and Procedures are not appropriate). Judgment on
the
Award may be entered in any court having jurisdiction. This Section
10
shall not preclude parties from seeking provisional remedies in aid
of
arbitration from a court of appropriate jurisdiction. The arbitrator
may,
in the award, allocate all or part of the costs of the arbitration,
including the fees of the arbitrator and the reasonable attorneys’ fees of
the prevailing party.
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11.
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Governing
Law. This Agreement shall be governed by and construed in accordance
with
the laws of the State of Florida, without reference to any choice
of law
or conflict of law doctrines of that
state.
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AGREED
AND ACCEPTED BY:
By:____/s/_Gerry
McClinton_________________
Xxxxx
XxXxxxxxx, Chief Operating Officer
XXXXXX
XXXXXX
_____/s/
Xxxxxx
Ullman_______________________________________________
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