SHARE EXCHANGE AGREEMENT
EXHIBIT 10
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (this “Agreement”) is effective July 12, 2012, by and between WWA
Group, Inc., a Nevada corporation with its corporate office at 000 Xxxxxx Xx., Xxxxx 0000, Xxxxxx, Xxxxx,
X.X.X. (“Company”), and Summit Digital, Inc., a Wyoming corporation with its registered office at
00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX. 48313 (“SD”), and Summit Digital Holdings,
Inc. a Nevada corporation, the shareholder of SD (the “Shareholder”).
RECITALS
WHEREAS, the Shareholder owns one-hundred (100) shares of SD, par value $0.001 each, which shares
constitute 100% of the issued and outstanding shares and 100% of the ownership of SD (the “SD
Shares”); and
WHEREAS, the Company desires to acquire from the Shareholder, and the Shareholder desire to transfer
to the Company, the SD Shares in exchange for approximately ninety-nine-million (99,000,000) shares of
$0.001 par value common stock of the Company (the “Company Shares”).
AGREEMENTS
Now, therefore, in consideration of the premises, the mutual promises and covenants set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1
SHARE EXCHANGE
Section 1.1
Exchange. Upon and subject to the terms of this Agreement, the Company hereby agrees
to issue and deliver the Company Shares to the Shareholder in exchange for the Shareholder’s agreement
to assign, transfer and set over the SD Shares to the Company at the closing of this Agreement pursuant to
Article 2 hereof. Following the exchange of the SD Shares for the Company Shares, the Shareholder will
own approximately eighty (80%) of the issued and outstanding shares of the Company’s common stock
and SD will become a wholly owned subsidiary of the Company
Section 1.2
Share Valuation Price. The valuation of the SD Shares shall be deemed equivalent to
the valuation of the Company Shares.
Section 1.3
Tax Free. The exchange of the SD Shares for the Company Shares will be deemed by
the parties to be a tax free exchange.
Section 1.4
Securities Restriction. The Company Shares will be restricted for a period of at least six
(6) months from the date of issuance.
ARTICLE 2
CLOSING
Section 2.1
Closing. The closing of the transaction contemplated hereby shall take place on or before
August 20, 2012 (the “Closing”), subject to the approval of the Company’s stockholders and other pre-
closing conditions, at which the parties shall make the deliveries provided in this Article 2.
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Section 2.2
SD’s and the Shareholder’s Deliveries at Closing. At the Closing or as soon as
practicable thereafter SD will deliver or will cause the Shareholder to deliver to the Company the
following:
(a)
Share certificates representing the SD Shares to be delivered to the Company;
(b)
Any consents required to transfer the SD Shares to the Company;
(c)
A certified copy of the resolution of the directors of SD authorizing the execution and delivery of
this Agreement and all documents to be executed and delivered by SD at Closing;
(d)
All discharges and notices of discharge, estoppel letters, pay-out letters or similar discharging
documentation, in registrable form if required, which are necessary or desirable to effect or evince the
discharge of any liens or encumbrances, all of which are satisfactory in form and content to the Company,
acting reasonably;
(e)
Such other documents, certificates, instruments and agreements as are required or contemplated
to be delivered by SD or the Shareholder pursuant to this Agreement.
Section 2.3
The Company’s Deliveries at Closing. At the Closing or as soon as practicable
thereafter, the Company shall deliver to SD and the Shareholder, as applicable:
(a)
Share certificates representing the Company Shares, issued to the Shareholder;
(b)
A certified copy of resolutions of the board of directors of the Company authorizing:
1. the exchange of shares by the Company;
2. the execution and delivery of this Agreement and all documents to be executed and delivered
by the Company at Closing;
3. the appointment of Xxx Xxx and Xxxxxxx Xxxxxxx to the Company’s board of directors (2 of
3 board members) effective as of Closing;
(c)
Such other documents, certificates, instruments and agreements as are required or contemplated
to be delivered by the Company pursuant to this Agreement.
ARTICLE 3
CONDITIONS PRECEDENT TO CLOSING
Section 3.1
Conditions Precedent to Obligations of the Company. The obligations of the Company
under this Agreement to consummate the Closing contemplated hereby shall be subject to the satisfaction,
or the waiver of the Company, on or before the Closing, of the following conditions:
(a)
Representations and Warranties True. The representations and warranties of SD shall be in all
material respects true and accurate as of the date when made, and, except as to representations and
warranties which are expressly limited to a state of facts existing at a time prior to the Closing, shall be in
all material respects true and accurate at and as of the Closing.
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(b)
Performance of Covenants. SD shall have performed and complied in all material respects with
each and every covenant, agreement and condition required by this Agreement to be performed or
complied with by it prior to or as of the Closing.
(c)
No Governmental or Other Proceeding or Litigation. No order of any court or administrative
agency shall be in effect which restrains or prohibits any transaction contemplated hereby; and no suit,
action, other than the exercise of dissenters' rights, investigation, inquiry or proceeding by any
governmental body or other person or entity shall be pending or threatened against SD or the Shareholder
which challenges the validity or legality, or seeks to restrain the consummation, of the transactions
contemplated hereby.
(d)
Closing Documentation. The Company shall have received the deliveries identified in Section 2.2
and such additional documentation at the Closing as the Company and its counsel may reasonably require
to evidence compliance by SD and the Shareholder with all of their obligations under this Agreement.
Section 3.2
Conditions Precedent to Obligations of SD and the Shareholder. The obligations of SD
and the Shareholder under this Agreement to consummate the Closing contemplated hereby shall be
subject to the satisfaction, or to the waiver by SD and the Shareholder, on or before the Closing, of the
following conditions:
(a)
Representations and Warranties True. The representations and warranties of the Company shall
be in all material respects true and accurate as of the date when made, and, except as to representations
and warranties which are expressly limited to a state of facts existing at a time prior to the Closing, shall
be in all material respects true and accurate at and as of the Closing.
(b)
Performance of Covenants. The Company shall have performed and complied in all material
respects with each and every covenant, agreement and condition required by this Agreement to be
performed or complied with by it prior to or as of the Closing.
(c)
No Governmental or Other Proceeding or Litigation. No order of any court or administrative
agency shall be in effect which restrains or prohibits any transaction contemplated hereby; and no suit,
action, other than the exercise of dissenters' rights, investigation, inquiry or proceeding by any
governmental body or other person or entity shall be pending or threatened against the Company which
challenges the validity or legality, or seeks to restrain the consummation, of the transactions contemplated
hereby.
(d)
Closing Documentation. SD and the Shareholder shall have received the deliveries identified in
Section 2.3 and such additional documentation at the Closing as SD, the Shareholder, and their respective
counsel may reasonably require that evidences the Company’s compliance with all of its obligations
under this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SD
SD represents and warrants to the Company, as of the date of this Agreement, as follows:
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Section 4.1
Organization, Good Standing and Qualification. SD is a corporation duly organized,
validly existing and in good standing under the laws of Wyoming. SD has all requisite corporate power
and authority to own and operate its properties and assets, to execute and deliver this Agreement, to carry
out the provisions of this Agreement and to carry on business as presently conducted and as presently
proposed to be conducted. SD is qualified and authorized to do business and is in good standing in each
jurisdiction in which the nature of its activities and of its properties (both owned and leased) makes such
qualification necessary, except for those jurisdictions in which failure to do so would not have a material
adverse effect on SD or its business. SD is not a participant in any joint venture, partnership or similar
arrangement nor will it own equity securities in other corporations, limited partnerships or similar entities
at Closing.
Section 4.2
Capitalization; Voting Rights. The issued and outstanding capital shares of SD consist
of one-hundred (100) shares, par value $0.001. All issued and outstanding shares (i) have been duly
authorized and validly issued, (ii) are fully paid and non-assessable, and (iii) were issued in compliance
with all applicable laws concerning the issuance of securities. There are no outstanding options, warrants,
rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholder
agreements, or agreements of any kind for the purchase or acquisition from SD of its securities. When
transferred in compliance with the provisions of this Agreement, the SD Shares will be validly issued,
fully paid and non-assessable, and will be free of any liens or encumbrances; provided, however, that the
SD Shares may be subject to restrictions on transfer subject to applicable laws as set forth herein or as
otherwise required by such laws at the time a transfer is proposed.
Section 4.3
Authorization; Binding Obligations. All corporate action on the part of SD, its
management and the Shareholder necessary for the authorization of this Agreement, the performance of
all obligations of SD hereunder at the Closing, the sale, transfer and delivery of the SD Shares pursuant
hereto has been taken or will be taken prior to the Closing. The Agreement, when executed and delivered,
will represent a valid and binding obligation of SD enforceable in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditors’ rights; and (ii) as limited by general principles of
equity that restrict the availability of equitable remedies. The exchange of the SD Shares is not and will
not be subject to any preemptive rights or rights of first refusal that have not been properly waived or
complied with.
Section 4.4
Financial Statements; Interim Changes. SD has delivered to the Company its audited
balance sheet and statements of operations and its unaudited balance sheet and statements of operations
(the “Financials”) as at December 31, 2011 and December 31, 2010 and at March 31, 2011 and March
31, 2012 respectively (the “Statement Dates”) prepared in accordance with GAAP, as required for
compliance with securities and regulatory bodies, including the provisions of Rule 3-05(b) of Regulation
S-X. The Financials are complete and correct in all material respects and presents fairly the financial
condition of SD as of the Statement Dates. .
Section 4.5
Liabilities. SD has no material liabilities and, to the best of its knowledge, knows of no
material contingent liabilities not disclosed in the Financials, except current liabilities incurred in the
ordinary course of business subsequent to the Statement Date which have not been, either in any
individual case or in the aggregate, materially adverse.
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Section 4.6
Agreements; Action.
(a)
There are no agreements, understandings, instruments, contracts, proposed transactions,
judgments, orders, writs or decrees to which SD is a party or to its knowledge by which it is bound which
may involve (i) the license of any proprietary right to or from SD, (ii) provisions restricting or affecting
the business SD, or (iii) indemnification by SD with respect to the infringement of proprietary rights.
(b)
SD has not (i) declared or paid any dividends, or authorized or made any distribution upon or
with respect to any its capital shares, (ii) incurred any indebtedness for money borrowed or any other
liabilities except than with respect to dividend obligations, distributions, indebtedness and other
obligations incurred in the ordinary course of business as disclosed in the Financials, (iii) made any loans
or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or
otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course
of business.
Section 4.7
Changes. Since the most recent of the Statement Dates, there has not been to SD’s
knowledge:
(a)
Any change in the assets, liabilities, financial condition or operations of SD from that reflected in
the Financials, other than changes in the ordinary course of business, none of which individually or in the
aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial
condition or operations of SD;
(b)
Any material change, except in the ordinary course of business, in the contingent obligations of
SD by way of guaranty, endorsement, indemnity, warranty or otherwise;
(c)
Any damage, destruction or loss, whether or not covered by insurance, materially and adversely
affecting the properties, business or prospects or financial condition of SD;
(d)
Any waiver by SD of a valuable right or of a material debt owed to it;
(e)
Any direct or indirect loans made by SD to any employee, manager or shareholder of SD, other
than advances made in the ordinary course of business;
(f)
Any material change in any compensation arrangement or agreement with any employee,
manager or shareholder; or
(g)
Any debt, obligation or liability incurred, assumed or guaranteed by SD, except those for
immaterial amounts and for current liabilities incurred in the ordinary course of business.
Section 4.8
Expertise. SD has the necessary expertise and know-how to fulfill its obligations
pursuant to this Agreement.
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Section 4.9
Title to Properties and Assets. SD has good and marketable title to its properties and
assets, including without limitation the properties and assets reflected in the Financials, and good title to
its leasehold estates, in each case subject to mortgages, pledges, liens, encumbrances or other charges,
including (i) those resulting from taxes which have not yet become delinquent, (ii) liens and
encumbrances which may materially detract from the value of the property subject thereto or materially
impair the operations of SD, and (iii) those that have otherwise arisen in the ordinary course of business.
All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by SD
are in good operating condition and repair and are reasonably fit and usable for the purposes for which
they are being used.
Section 4.10 SD’s Business. SD holds all of the rights, permits, licenses, and approvals to provide
services pursuant to its business. SD is not dependent on one or a few customers in the operation of its
business.
Section 4.11 Compliance with Other Instruments. SD is not in violation or default of any term of its
governing documents, or of any provision of any mortgage, indenture, contract, agreement, instrument or
contract to which it is party or by which it is bound or of any judgment, decree, order, writ or, to its
knowledge, any statute, rule or regulation applicable to SD which would materially and adversely affect
the business, assets, liabilities, financial condition, operations or prospects of SD. The execution,
delivery, and performance of and compliance with this Agreement, and the exchange of the SD Shares
pursuant to this Agreement, will not, with or without the passage of time or giving of notice, result in any
such material violation, or be in conflict with or constitute a default under any such term, or result in the
creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of SD
or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit license, authorization
or approval applicable to SD, its business or operations or any of its assets or properties.
Section 4.10 Litigation. There is no action, suit, proceeding, or investigation, pending, or to SD’s
knowledge, currently threatened against SD that questions the validity of this Agreement, or to
consummate the transactions contemplated hereby, or which might result, either individually or in the
aggregate, in any material adverse change in the assets, condition, affairs or prospects of SD, financially
or otherwise, or any change in the current equity ownership of SD, nor is SD aware that there is any basis
for the foregoing. The foregoing includes, without limitation, actions pending or threatened (or any basis
therefore known to SD) involving the prior employment of any of SD’s employees, their use in
connection with SD’s business of any information or techniques allegedly proprietary to any of their
former employers, or their obligations under any agreements with prior employers. SD is not a party or
subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. There is no action, suit, proceeding or investigation by SD currently pending
or which SD intends to initiate.
Section 4.11 Tax Returns and Payments. SD has timely filed all tax returns required to be filed by it.
All taxes shown to be due and payable on such returns, any assessments imposed, and to SD’s knowledge
all other taxes due and payable by SD on or before the Closing have been paid or will be paid prior to the
time they become delinquent. SD has not been advised (i) that any of its returns have been or are being
audited as of the date hereof, or (ii) of any deficiency in assessment or proposed judgment to its taxes. SD
has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of
this Agreement that is not adequately provided for.
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Section 4.12 Employees. No employee has any agreement or contract, written or verbal, regarding
their employment. SD is not a party to or bound by any currently effective employment contract, deferred
compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other
employee compensation plan or agreement. To SD’s knowledge, no employee of SD, nor any consultant
with whom SD has contracted, is in violation of any term of any employment contract, proprietary
information agreement or any other agreement relating to the right of any such individual to be employed
by, or to contract with, SD because of the nature of the business to be conducted by SD; and to SD’s
knowledge the continued employment by SD of its present employees, and the performance of SD’s
contracts with its independent contractors, will not result in any such violation. SD has not received any
notice alleging that any such violation has occurred. No employee of SD has been granted the right to
continued employment by SD or to any material compensation following termination of employment with
SD. SD is not aware that any manager or key employee, or that any group of key employees, intends to
terminate their employment with SD, nor does SD have a present intention to terminate the employment
of any manager, key employee or group of key employees.
Section 4.13 Compliance with Laws; Permits. To its knowledge, SD is not in violation of any
applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any
instrumentality or agency thereof in respect of the conduct of its business or the ownership of its
properties which violation would materially and adversely affect the business, assets, liabilities, financial
condition, operations or prospects of SD. No governmental orders, permissions, consents, approvals or
authorizations are required to be obtained and no registrations or declarations are required to be filed in
connection with the execution and delivery of this Agreement and the exchange of the SD Shares, except
such as has been duly and validly obtained or filed, or with respect to any filings that must be made after
the Closing, as will be filed in a timely manner. SD has all permits and licenses and any similar authority
necessary for the conduct of its business as now being conducted by it, the lack of which could materially
and adversely affect the business, properties, prospects or financial condition of SD and believes it can
obtain, without undue burden or expense, any similar authority for the conduct of its business as planned
to be conducted.
Section 4.14 Environmental and Safety Laws. To its knowledge, SD is not in violation of any
applicable statute, law or regulation relating to the environment or occupational health and safety, and to
its knowledge, no material expenditures are or will be required in order to comply with any such existing
statute, law or regulation.
Section 4.15 Offering Valid. Assuming the accuracy of the representations and warranties of
Company contained in Article 5 hereof, the offer, and exchange of the SD Shares will be exempt from the
registration requirements of all applicable securities laws and will have been registered or qualified (or
are exempt from registration and qualification) under the registration, permit or qualification requirements
of all applicable securities laws.
Section 4.16 Full Disclosure. To SD’s knowledge and belief, this Agreement, and any certificate
expressly delivered by SD to the Company or its attorneys or agents in connection herewith or therewith
or with the transactions contemplated hereby or thereby, neither contain any untrue statement of a
material fact nor, to SD’s knowledge and belief, omit to state a material fact necessary in order to make
the statements contained herein or therein not misleading. To SD’s knowledge and belief, there are no
facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities,
financial condition or operations of SD that have not been set forth in the Agreement or in other
documents expressly delivered to the Company or its attorneys or agents in connection herewith.
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company represents and warrants to SD and the Shareholder, as of the date of this Agreement and as
of Closing, as follows:
Section 5.1
Authority. The Company has all requisite right, power, authority and capacity to execute,
deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered
by the Company. This Agreement is the valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, redemption,
reinstatement, and other laws affecting the rights or remedies of creditors generally and (b) general
principles of equity.
Section 5.2
Capitalization; Voting Rights. The issued and outstanding capital shares of the
Company consist of twenty three million, eight hundred forty one thousand, nine hundred and twenty two
(23,841,922) shares, par value $0.001. The Company has resolved to issue an additional six-hundred
thousand (600,000) shares from its treasury in July 2012 to settle the Company’s debts as of June 30,
2012, resulting in a total pro-forma issued and outstanding share count as of the date of this Agreement of
24,441,922 shares. All issued and outstanding shares (i) have been duly authorized and validly issued,
(ii) are fully paid and non-assessable, and (iii) were issued in compliance with all applicable laws
concerning the issuance of securities. There are no outstanding options, warrants, rights (including
conversion or preemptive rights and rights of first refusal), proxy or shareholder agreements, or
agreements of any kind for the purchase or acquisition from the Company of its securities. When
transferred in compliance with the provisions of this Agreement, the Company Shares will be validly
issued, fully paid and non-assessable, and will be free of any liens or encumbrances; provided, however,
that the Company Shares will be subject to restrictions on transfer subject to applicable laws as set forth
herein or as otherwise required by such laws at the time a transfer is proposed.
Section 5.3
Investment. The Company is acquiring the SD Shares for investment purposes, and not
with a view to distribution or resale thereof in violation of applicable securities laws and regulations.
Section 5.4
No Conflicts. The execution, delivery and performance by the Company of this
Agreement does not and will not: (a) conflict with, violate, result in a breach of or constitute a default
under any agreement, instrument or obligation to which the Company is a party or by which the Company
is bound; (b) conflict with or violate any order, judgment, decree, statute, rule or regulation applicable to
the Company; or (c) require any consent, approval or authorization of, or filing with, any governmental
authority or any other third party.
Section 5.5
Litigation. There is no action, suit, proceeding or investigation pending, or to the
Company’s knowledge threatened, against the Company which questions or challenges the validity of this
Agreement or any action to be taken by the Company pursuant to this Agreement, and, to the Company’s
knowledge, there is no basis for any such action, suit, proceeding or investigation.
Section 5.6
Current Regulatory Reporting. To the Company’s knowledge, the Company is current
and compliant with all of its state and federal regulatory filings.
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ARTICLE 6
INDEMNIFICATION
Section 6.1
Indemnification by SD. From and after the Closing, SD shall indemnify and hold
harmless the Company from and against any and all losses, liabilities, claims, demands, causes of action,
costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”)
arising out of or resulting from: (a) any representation or warranty of SD, as the case may be, in this
Agreement not being true and accurate when made or when required by this Agreement to be true and
accurate; or (b) any failure by SD, as the case may be, to perform any of its covenants, agreements or
obligations in this Agreement.
Section 6.2
Indemnification by the Company. From and after the Closing, the Company shall
indemnify and hold harmless SD and the Shareholder from and against any and all Claims arising out of
or resulting from: (a) any representation or warranty of the Company in this Agreement not being true and
accurate when made or when required by this Agreement to be true and accurate; or (b) any failure by the
Company to perform any of its covenants, agreements or obligations in this Agreement.
Section 6.3
Procedure for Indemnification. No party shall be entitled to indemnification under this
Article 6 until such party (the “Indemnified Party”) shall have given the party obligated to provide
indemnification hereunder (the “Indemnifying Party”) written notice of the claim for indemnification
and, if such claim for indemnification arises out of any claim, suit, action or proceeding by a third party
against the Indemnified Party, unless and until the Indemnified Party shall have given the Indemnifying
Party prompt written notice of such third-party claim and the Indemnifying Party has been offered the
right, at the sole expense of the Indemnifying Party, to participate in the defense of such third-party claim.
If the Indemnifying Party elects to assume the defense of such a third-party claim, it shall not be liable to
the Indemnified Party for any legal or other expense subsequently incurred by the Indemnified Party in
connection with the defense thereof. The Indemnifying Party shall not be liable for any settlement of any
action or claim effected without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably withheld.
Section 6.4
No Bar. The provisions of this Article 6 shall not limit in any way the claims which may
be made by the parties at law or in equity for any breach by any such party of the terms of this Agreement
or any document or instrument delivered pursuant hereto.
ARTICLE 7
MISCELLANEOUS
Section 7.1
Brokers. Each party represents to the other parties that it has not engaged any broker,
finder or intermediary in connection with the transactions contemplated by this Agreement.
Section 7.2
Expenses. All legal and other expenses incurred by any party in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees.
Section 7.3
Survival. Each of the covenants, representations and warranties of the parties made
herein shall survive the Closing and shall not be merged in the consummation of the transactions
contemplated hereby.
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Section 7.4
Notices. All notices and other communications under this Agreement shall be in writing
and shall be sent by certified or registered mail, return receipt requested, by personal delivery, or by
facsimile addressed to the appropriate party at the address or facsimile number set forth below or such
other address or facsimile number as the party may designate by notice given in accordance with this
Section 7.4. Notice shall be deemed validly given on the date of receipt as shown on the return receipt if
delivered by certified or registered mail, on the date of delivery if done by personal delivery and upon
confirmation of receipt if sent by facsimile with receipt confirmed. Notice shall also be deemed validly
given on the date that a party rejects or refuses to accept delivery or the date of an inability to effectuate
delivery because of a changed address or facsimile number of which no notice was given in accordance
with this Section 7.4.
If to the Company to:
WWA Group, Inc.
attn: Xxxx Xxxxxxxxx
000 Xxxxxx Xx., Xxxxx 0000
Xxxxxx, Xxxxx
X.X.X.
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxx@xxxx0.xxx
If to SD to:
Summit Digital Inc.
attn: Xxx Xxx
00000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx Xxxxxxx, XX. 48313
Phone: 000-000-0000
Fax:
Email: xxxx@xxxxxxxxxxxxx.xx
Section 7.5
Due Diligence. The Company shall give SD and SD shall give the Company and their
respective representatives full access to any personnel and all properties, documents, books, records and
operations relating to the transaction contemplated herein within a reasonable amount of time from the
date of any such request, but in each such case within ten (10) business days from the date of request. All
such requests for access shall be delivered pursuant to Section 7.4.
Section 7.6
Confidentiality. The existence and the terms of this Agreement shall be maintained in
confidence by the parties hereto and their respective officers, directors and employees except as
compelled to be disclosed by judicial or administrative process or by other requirements of law, legal
process, rule or regulation (including to the extent required in connection with any filings made by the
parties or their controlling affiliates with the Securities and Exchange Commission). Nevertheless, all
public announcements, notices or other communications regarding such matters to third parties, including
without limitation any disclosure regarding the transactions contemplated hereby, shall require the prior
approval of all parties hereto.
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Section 7.7
Breach and Injunctive Relief. Each party agrees that if it commits a breach or threatens
to commit a breach of any of the provisions of this Agreement, then the other party has the right to have
the provisions of this Agreement specifically enforced by a court in the State of Nevada, it being
acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the
other and that money damages will not provide an adequate remedy. If a breach occurs and is not wholly
remedied by specific enforcement of this Agreement, the offending party agrees to compensate the
injured party for adverse consequences that result directly or indirectly from the breach. The parties
acknowledge and agree that injunctive relief is appropriate for any breach or threatened breach of this
Agreement or the obligations hereunder.
Section 7.8
Arbitration. The parties hereby submit all controversies, claims, and matters of
difference to arbitration in Nevada, by a single arbitrator according to the Commercial Arbitration Rules
of the American Arbitration Association from time to time in force. This submission and agreement to
arbitrate shall be specifically enforceable. Without limiting the generality of the foregoing, the following
shall be considered controversies for this purpose: (i) all questions relating to the breach of any
obligation, warranty or condition hereunder, (ii) all questions relating to representations, negotiations and
other proceedings leading to the execution hereof, (iii) failure of either party to deny or reject claim or
demand from the other party, and (iv) all questions as to whether the right to arbitrate any question exists.
Arbitration may proceed in the absence of either party if notice of the proceeding has been given to such
party. The parties agree to abide by all awards rendered in such proceedings. Such awards shall be final
and binding on all parties. It is the intention of the parties that the selection of arbitrators, the holding of
the arbitration hearing, and the issuance of the findings of the arbitrators shall all be accomplished as
expeditiously as possible, and the parties shall take all measures required to proceed in that fashion.
Section 7.9
Legal Expenses. In the event of any litigation or other proceedings before an
adjudicative authority regarding the construction hereof or any breach hereof, the non-prevailing party
shall pay the reasonable legal fees and expenses of the prevailing party incurred therein.
Section 7.10 Entire Agreement; Amendments; Waivers. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect thereto. This Agreement may not be modified orally, but
only by an agreement in writing signed by the party against whom any waiver or amendment may be
sought to be enforced. No action taken pursuant to this Agreement and no investigation by or on behalf
of any party hereto shall be deemed to constitute a waiver by such party of compliance with any
representation, warranty, covenant or agreement herein. The waiver by any party hereto of any condition
or of a breach of another provision of this Agreement shall not be construed as a waiver of any other
condition or subsequent breach. The waiver by any party of any part of any condition precedent to its
obligations under this Agreement shall not preclude it from seeking redress for breach of this Agreement
other than with respect to the condition waived.
Section 7.11 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal representatives, successors and permitted assigns. None of
the parties shall assign this Agreement or delegate any of its duties hereunder to any other person or entity
without the prior written consent of the other parties to this Agreement.
Section 7.12 Headings. The section and other headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
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Section 7.13 Counterparts. This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which together shall be deemed to be
one and the same Agreement.
Section 7.14 Governing Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Nevada, without giving effect to the principles of conflicts of law of such state.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first
set forth above.
COMPANY
/s/ Xxxx Xxxxxxxxx
By: Xxxx Xxxxxxxxx
Its: Chief Executive Officer
SUMMIT DIGITAL, INC.
/s/ Xxx Xxx
By: Xxx Xxx
Its: President
SHAREHOLDER
/s/ Xxx Xxx
Xxx Xxx
Authorized Director of Shareholder
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