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Exhibit
10
DISTRIBUTION
AGREEMENT
THIS DISTRIBUTION
AGREEMENT (the “Agreement”), made and effective as of
November 23, 2007, is entered into by and between ComCam, Inc., a
Delaware corporation (the “Parent”) and ComCam
International, Inc., a Delaware corporation (the
“Subsidiary”).
WITNESSETH, WHEREAS
the Parent currently owns 100% of the outstanding common stock of
the Subsidiary, which is the only issued and outstanding class of
capital stock of the Subsidiary; and
WHEREAS, the Board of
Directors of the Parent has determined that it is in the best
interest of the Parent to distribute its entire ownership interest
in the Subsidiary through a pro-rata distribution of all the
outstanding common shares of the Subsidiary to the holders of the
Parent’s common stock in the form of a dividend pursuant to
the terms and subject to the conditions of this Agreement (the
“Distribution”); and
WHEREAS, the
Distribution is intended to qualify as a tax-free spin-off pursuant
to Section 355 of the Internal Revenue Code of 1986;
and
WHEREAS, the parties
hereto intend this agreement to set forth the principal terms and
arrangements among and between them regarding the
Distribution.
NOW THEREFORE, in
consideration of the premises and the mutual covenants herein
contained and intending to be legally bound hereby, the parties
hereto agree as follows:
1.
Distribution . The
Parent’s Board of Directors, as of the date of this
Agreement, has authorized the Distribution, payable to shareholders
of record of the Parent as of the Record Date and entitled to
shareholders of record of the Parent as of the Dividend Date. The
Distribution shall be pro rata, so that shareholders of the Parent
have the same proportionate interest and ownership in the
Subsidiary as held by them in the Parent immediately prior to the
Dividend Date of this spin-off. The Distribution also shall be
conducted to qualify as a tax-free
spin-off.
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a)
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Record Date – the
close of business on December 7, 2007, being the date for
determining the holders of the Parent’s common stock that
will receive common shares of the Subsidiary in the Distribution,
as well as the date for determining the registered holders of the
Parent’s common stock that will receive an information
statement regarding the Distribution.
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b)
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Dividend Date –
the close of business on December 28, 2007, being the date for
determining the holders of the Parent’s common stock that are
entitled to the common shares of the Subsidiary in the
Distribution, as well as being the date when the Parent and the
Subsidiary are effectively separated.
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c)
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Ex-Dividend Date – the close of business on or about December 31, 2007, as
determined by NASDAQ, the date when the Subsidiary’s common
shares are distributed to the Parent’s shareholders as of the
Record Date.
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3.
Distribution Ratio .
Shareholders of the Parent will receive in the Distribution that
number of common shares of the Subsidiary which is equal to one (1)
common share of the Subsidiary for each twenty (20) common shares
of the Parent held by them as of the close of business on the
Record Date. No fractional shares or payment therefore shall be
made incident to the Distribution; rather any fractional shares of
the Subsidiary to be received by the Parent’s shareholders
shall be rounded up to the next whole
share.
Exhibit 10
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4.
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Conditions to Distribution . The consummation of the Distribution will be subject to the
following:
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a)
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A minimum of ten (10) days prior to the Dividend
Date, the parties hereto will prepare and mail to the registered
shareholders of the Parent on the Record Date, such information
regarding the Subsidiary and the Distribution as the parties
reasonably determine and as may be required by law.
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b)
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Prior to the Dividend Date, the Parent will file
with the Securities and Exchange Commission any such documentation
that the Parent determines is necessary or desirable to effect the
Distribution.
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c)
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Prior to the Dividend date, the Parent shall sell or
convey all of its assets and rights, intellectual property, and any
other tangible or intangible property related to the
Subsidiary’s products, to the Subsidiary.
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d)
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No order, injunction, decree or regulation issued by
any court or agency of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the
Distribution will be in effect and no other event outside the
control of the Subsidiary will have occurred or failed to occur
that prevents the con
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