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EXHIBIT 10.4
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SPLIT-OFF AGREEMENT
SPLIT-OFF AGREEMENT, dated as of November __, 2007 (this
"Agreement"), by and
among RedRoller Holdings, Inc. (formerly known as Aslahan
Enterprises Ltd.), a
Delaware corporation ("Seller"), Tina Sangha ("Buyer"), Aslahan
Web Services,
Inc., a Nevada corporation (OAWSO), and RedRoller, Inc., a
Delaware corporation
(the OCompanyO).
R E C I T A L S:
WHEREAS, Seller is the owner of all of the issued and
outstanding
capital stock of AWS. AWS is a newly-formed wholly owned
subsidiary of Seller
which was organized to acquire, and has acquired substantially
all the assets
and liabilities of Seller. Seller has no other business or
operations;
WHEREAS, concurrently with and as a condition to the execution
of this
Agreement, Seller, the Company, and a newly-formed wholly-owned
Delaware
subsidiary of Seller, RedRoller Acquisition Corp. ("Acquisition
Corp."), will
enter into an Agreement and Plan of Merger and Reorganization
(the "Merger
Agreement") pursuant to which Acquisition Corp. will merge with
and into the
Company with the Company being the surviving entity (the
"Merger"), and the
stockholders of the Company receiving shares of common stock in
Seller in
exchange for their common stock in the Company;
WHEREAS, the execution and delivery of this Agreement is a
condition to
the Company's execution of the Merger Agreement. The
consummation of the
purchase and sale transaction contemplated by this Agreement is
also a condition
to the completion of the Merger pursuant to the Merger
Agreement. Seller has
represented to the Company in the Merger Agreement that the
purchase and sale
transaction contemplated by this Agreement would be consummated
in connection
with the consummation of the Merger, and the Company relied on
such
representation in entering into the Merger Agreement;
WHEREAS, Buyer desires to purchase the Shares (as defined in
Section
1.1) from Seller, and to assume, as between Seller and Buyer,
all
responsibilities for any debts, obligations and liabilities of
AWS, on the terms
and subject to the conditions specified in this Agreement;
and
WHEREAS, Seller desires to sell and transfer the Shares to the
Buyer,
on the terms and subject to the conditions specified in this
Agreement.
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NOW, THEREFORE, in consideration of the premises and the
covenants, promises,
and agreements herein set forth and for other good and valuable
consideration,
the receipt and sufficiency of which are hereby acknowledged,
the parties
hereto, intending legally to be bound, agree as follows.
I. PURCHASE AND SALE OF STOCK.
1.1 PURCHASED SHARES. Subject to the terms and conditions
provided below,
Seller shall sell and transfer to Buyer and Buyer shall purchase
from Seller, on
the Closing Date (as defined in Section 1.3), all the issued and
outstanding
shares of capital stock of AWS (the "Shares").
1.2 PURCHASE PRICE. The purchase price for the Shares shall be
the transfer
and delivery by Buyer to Seller of 8,000,000 shares of common
stock of Seller
that buyer owns (the "Purchase Price Shares"), deliverable as
provided in
Section 2.2.
1.3 CLOSING. The closing of the transactions contemplated in
this Agreement
(the "Closing") shall take place as soon as practicable
following the execution
of this Agreement. The date on which the Closing occurs shall be
referred to
herein as the Closing Date (the "Closing Date").
II. CLOSING.
2.1 TRANSFER OF SHARES. At the Closing, Seller shall deliver to
Buyer
certificates representing the Shares, duly endorsed to Buyer or
as directed by
Buyer, which delivery shall vest Buyer with good and marketable
title to all of
the issued and outstanding shares of capital stock of AWS, free
and clear of all
liens and encumbrances.
2.2 PAYMENT OF PURCHASE PRICE. At the Closing, Buyer shall
deliver to
Seller a certificate or certificates representing the Purchase
Price Shares duly
endorsed to Seller, which delivery shall vest Seller with good
and marketable
title to the Purchase Price Shares, free and clear of all liens
and
encumbrances.
2.3 TRANSFER OF RECORDS. On or before the Closing, Seller shall
arrange for
transfer to AWS all existing corporate books and records in
Seller's possession
relating to AWS and its business, including but not limited to
all agreements,
litigation files, real estate files, intellectual property,
Internet domain
names, personnel files and filings with governmental agencies;
PROVIDED,
HOWEVER, when any such documents relate to both Seller and AWS,
only copies of
such documents need be furnished. On or before the Closing,
Buyer and AWS shall
transfer to Seller all existing corporate books and records
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in the possession of Buyer or AWS relating to Seller, including
but not limited
to all corporate minute books, stock ledgers, certificates and
corporate seals
of Seller and all agreements, litigation files, real property
files, personnel
files and filings with governmental agencies; PROVIDED, HOWEVER,
when any such
documents relate to both Seller and AWS or its business, only
copies of such
documents need be furnished.
III. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents
and warrants
to Seller and the Company that:
3.1 CAPACITY AND ENFORCEABILITY. Buyer has the legal capacity to
execute
and deliver this Agreement and the documents to be executed and
delivered by
Buyer at the Closing pursuant to the transactions contemplated
hereby. This
Agreement and all such documents constitute valid and binding
agreements of
Buyer, enforceable in accordance with their terms.
3.2 COMPLIANCE. Neither the execution and delivery of this
Agreement nor
the consummation of the transactions contemplated hereby by
Buyer will result in
the breach of any term or provision of, or constitute a default
under, or
violate any agreement, indenture, instrument, order, law or
regulation to which
Buyer is a party or by which Buyer is bound.
3.3 PURCHASE FOR INVESTMENT. Buyer is financially able to bear
the economic
risks of acquiring an interest in AWS and the other transactions
contemplated
hereby, and has no need for liquidity in this investment. Buyer
has such
knowledge and experience in financial and business matters in
general and with
respect to businesses of a nature similar to the business of AWS
so as to be
capable of evaluating the merits and risks of, and making an
informed business
decision with regard to, the acquisition of the Shares. Buyer is
acquiring the
Shares solely for his own account and not with a view to or for
resale in
connection with any distribution or public offering thereof,
within the meaning
of any applicable securities laws and regulations, unless such
distribution or
offering is registered under the Securities Act of 1933, as
amended (the
"Securities Act"), or an exemption from such registration is
available. Buyer
has (i) received all the information he has deemed necessary to
make an informed
investment decision with respect to the acquisition of the
Shares; (ii) had an
opportunity to make such investigation as he has desired
pertaining to AWS and
the acquisition of an interest therein and to verify the
information which is,
and has been, made available to him; and (iii) had the
opportunity to ask
questions of Seller concerning AWS. Buyer acknowledges that
Buyer is an officer
and director of Seller and AWS and, as such, has actual
knowledge of the
business, operations and financial affairs of AWS. Buyer has
received no public
solicitation or advertisement with respect to the offer or sale
of the Shares.
Buyer realizes that the
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Shares are "restricted securities" as that term is defined in
Rule 144
promulgated by the Securities and Exchange Commission under the
Securities Act,
the resale of the Shares is restricted by federal and state
securities laws and,
accordingly, the Shares must be held indefinitely unless their
resale is
subsequently registered under the Securities Act or an exemption
from such
registration is available for their resale. Buyer understands
that any resale of
the Shares by him must be registered under the Securities Act
(and any
applicable state securities law) or be effected in circumstances
that, in the
opinion of counsel for AWS at the time, create an exemption or
otherwise do not
require registration under the Securities Act (or applicable
state securities
laws). Buyer acknowledges and consents that certificates now or
hereafter issued
for the Shares will bear a legend substantially as follows:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
QUALIFIED UNDER
ANY APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS"), HAVE
BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND
QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH
REGISTRATION OR
QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
SECURITIES ACT, THE
EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND
RULE 144
THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
OF THESE
SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING
AS TO THE
AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATION AND/OR SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH
TRANSFER WILL NOT
VIOLATE THE SECURITIES LAWS.
Buyer understands that the Shares are being sold to him pursuant
to the
exemption from registration contained in Section 4(1) of the
Securities Act and
that the Seller is relying upon the representations made herein
as one of the
bases for claiming the Section 4(1) exemption.
3.4 LIABILITIES. Following the Closing, Seller will have no
liability for
any debts, liabilities or obligations of AWS or its business or
activities, and
there are no outstanding guaranties, performance or payment
bonds, letters of
credit or other contingent contractual obligations that have
been undertaken by
Seller directly or indirectly in relation to AWS or its business
and that may
survive the Closing.
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3.5 TITLE TO PURCHASE PRICE SHARES. Buyer is the sole record and
beneficial
owner of the Purchase Price Shares. At Closing, Buyer will have
good and
marketable title to the Purchase Price Shares, which Purchase
Price Shares are,
and at the Closing will be, free and clear of all options,
warrants, pledges,
claims, liens, and encumbrances and any restrictions or
limitations prohibiting
or restricting transfer to Seller, except for restrictions on
transfer as
contemplated by applicable securities laws.
IV. SELLER'S AND AWS' REPRESENTATIONS AND WARRANTIES. Seller and
AWS,
jointly and severally, represent and warrant to Buyer that:
4.1 ORGANIZATION AND GOOD STANDING. Seller is a corporation
duly
incorporated, validly existing, and in good standing under the
laws of the State
of Nevada. AWS is a corporation duly incorporated, validly
existing and in good
standing under the laws of the State of Nevada.
4.2 AUTHORITY AND ENFORCEABILITY. The execution and delivery of
this
Agreement and the documents to be executed and delivered at the
Closing pursuant
to the transactions contemplated hereby, and performance in
accordance with the
terms hereof and thereof, have been duly authorized by Seller
and all such
documents constitute the valid and binding agreements of Seller
enforceable in
accordance with their terms.
4.3 TITLE TO SHARES. Seller is the sole record and beneficial
owner of the
Shares. At Closing, Seller will have good and marketable title
to the Shares,
which Shares are, and at the Closing will be, free and clear of
all options,
warrants, pledges, claims, liens and encumbrances, and any
restrictions or
limitations prohibiting or restricting transfer to Buyer, except
for
restrictions on transfer as contemplated by Section 3.3 above.
The Shares
constitute all of the issued and outstanding shares of capital
stock of AWS.
4.4 WARN ACT. AWS does not have a sufficient number of employees
to make it
subject to the Worker Adjustment and Retraining Notification Act
("WARN Act").
4.5 REPRESENTATIONS IN MERGER AGREEMENT. AWS represents and
warrants that
all of the representations and warranties by Seller, insofar as
they relate to
AWS, contained in the Merger Agreement are true and correct.
V. OBLIGATIONS OF BUYER PENDING CLOSING. Buyer covenants and
agrees that
between the date hereof and the Closing:
5.1 NOT IMPAIR PERFORMANCE. Buyer shall not take any intentional
action
that
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would cause the conditions upon the obligations of the parties
hereto to effect
the transactions contemplated hereby not to be fulfilled,
including, without
limitation, taking or causing to be taken any action that would
cause the
representations and warranties made by any party herein not to
be true, correct
and accurate as of the Closing, or in any way impairing the
ability of Seller to
satisfy its obligations as provided in Article VI.
5.2 ASSIST PERFORMANCE. Buyer shall exercise its reasonable best
efforts to
cause to be fulfilled those conditions precedent to Seller's
obligations to
consummate the transactions contemplated hereby which are
dependent upon actions
of Buyer and to make and/or obtain any necessary filings and
consents in order
to consummate the sale transaction contemplated by this
Agreement.
VI. OBLIGATIONS OF SELLER PENDING CLOSING. Seller covenants and
agrees that
between the date hereof and the Closing:
6.1 BUSINESS AS USUAL. AWS shall operate and Seller shall cause
AWS to
operate in accordance with past practices and shall use best
efforts to preserve
its goodwill and the goodwill of its employees, customers and
others having
business dealings with AWS. Without limiting the generality of
the foregoing,
from the date of this Agreement until the Closing Date, AWS
shall (a) make all
normal and customary repairs to its equipment, assets and
facilities, (b) keep
in force all insurance, (c) preserve in full force and effect
all material
franchises, licenses, contracts and real property interests and
comply in all
material respects with all laws and regulations, (d) collect all
accounts
receivable and pay all trade creditors in the ordinary course of
business at
intervals historically experienced, and (e) preserve and
maintain AWS's assets
in their current operating condition and repair, ordinary wear
and tear
excepted. AWS shall not (i) amend, terminate or surrender any
material
franchise, license, contract or real property interest, or (ii)
sell or dispose
of any of its assets except in the ordinary course of business.
Neither AWS nor
Buyer shall take or omit to take any action that results in
Seller incurring any
liability or obligation prior to or in connection with the
Closing.
6.2 NOT IMPAIR PERFORMANCE. Seller shall not take any
intentional action
that would cause the conditions upon the obligations of the
parties hereto to
effect the transactions contemplated hereby not to be fulfilled,
including,
without limitation, taking or causing to be taken any action
which would cause
the representations and warranties made by any party herein not
to be materially
true, correct and accurate as of the Closing, or in any way
impairing the
ability of Buyer to satisfy his obligations as provided in
Article V.
6.3 ASSIST PERFORMANCE. Seller shall exercise its reasonable
best efforts
to cause to
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be fulfilled those conditions precedent to Buyer's obligations
to consummate the
transactions contemplated hereby which are dependent upon the
actions of Seller
and to work with Buyer to make and/or obtain any necessary
filings and consents.
Seller shall cause AWS to comply with its obligations under this
Agreement.
VII. SELLER'S AND AWS' CONDITIONS PRECEDENT TO CLOSING. The
obligations of
Seller and AWS to close the transactions contemplated by this
Agreement are
subject to the satisfaction at or prior to the Closing of each
of the following
conditions precedent (any or all of which may be waived by
Seller and the
Company in writing):
7.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. All
representations and
warranties of Buyer contained in this Agreement shall have been
true and
correct, in all material respects, when made and shall be true
and correct, in
all material respects, at and as of the Closing, with the same
effect as though
such representations and warranties were made at and as of the
Closing. Buyer
shall have performed and complied with all covenants and
agreements and
satisfied all conditions, in all material respects, required by
this Agreement
to be performed or complied with or satisfied by Buyer at or
prior to the
Closing.
7.2 ADDITIONAL DOCUMENTS. Buyer shall deliver or cause to be
delivered such
additional documents as may be necessary in connection with the
consummation of
the transactions contemplated by this Agreement and the
performance of their
obligations hereunder.
7.3 RELEASE BY AWS. At the Closing, AWS shall execute and
deliver to Seller
and the Company a general release which in substance and effect
releases Seller
and the Company from any and all liabilities and obligations
that Seller and the
Company may owe to AWS in any capacity and from any and all
claims that AWS may
have against Seller, the Company, or their respective managers,
members,
officers, directors, stockholders, employees and agents (other
than those
arising pursuant to this Agreement or any document delivered in
connection with
this Agreement).
VIII. BUYER'S CONDITIONS PRECEDENT TO CLOSING. The obligation of
Buyer to
close the transactions contemplated by this Agreement is subject
to the
satisfaction at or prior to the Closing of each of the following
conditions
precedent (any and all of which may be waived by Buyer in
writing):
8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. All
representations and
warranties of Seller and AWS contained in this Agreement shall
have been true
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and correct, in all material respects, when made and shall be
true and correct,
in all material respects, at and as of the Closing with the same
effect as
though such representations and warranties were made at and as
of the Closing.
Seller and AWS shall have performed and complied with all
covenants and
agreements and satisfied all conditions, in all material
respects, required by
this Agreement to be performed or complied with or satisfied by
them at or prior
to the Closing.
IX. OTHER AGREEMENTS.
9.1 EXPENSES. Each party hereto shall bear its expenses
separately incurred
in connection with this Agreement and with the performance of
its obligations
hereunder.
9.2 CONFIDENTIALITY. The parties hereto shall not make any
public
announcements concerning this transaction other than in
accordance with mutual
agreement reached prior to any such announcement(s) and other
than as may be
required by applicable law or judicial process. If for any
reason the
transactions contemplated hereby are not consummated, then Buyer
shall return
any information received by Buyer from Seller or AWS, and Buyer
shall cause all
confidential information obtained by Buyer concerning AWS and
its business to be
treated as such.
9.3 BROKERS' FEES. No party to this Agreement has employed the
services of
a broker and each agrees to indemnify the other against all
claims of any third
parties for fees and co
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