Exhibit 10.1
SHARE EXCHANGE
AGREEMENT
This SHARE
EXCHANGE AGREEMENT, dated as of November 7, 2008 (this
“Agreement”), is between Secured Digital Applications,
Inc., a Delaware corporation (“SDGL”), and Lim Soon
Hock (the “Shareholder”).
WITNESSETH:
WHEREAS, the Shareholder owns 10,000,000 shares
of common stock, $0.00001 par value per share (the
“Shares”), of SDGL;
WHEREAS, the
Shareholder desires to exchange the Shares for shares of Series C
Convertible Preferred Stock, $.10 par value per share, of SDGL with
the rights and preferences memorialized in the attached Certificate
of Designation (“SDGL Series C”);
WHEREAS, the
Board of Directors of SDGL deem it advisable and in the best
interests of SDGL to consummate the transactions contemplated by
this Agreement upon the terms and conditions set forth
herein;
NOW, THEREFORE,
in consideration of the mutual promises, covenants and agreements
set forth herein and in reliance upon the undertakings,
representations, warranties and indemnities contained herein, SDGL,
and the Shareholder hereby agree as follows:
ARTICLE 1
EXCHANGE OF SHARES;
CLOSING
Section 1.1
Sale of Shares . Subject to the terms and
conditions herein stated, the Shareholder agree at the Closing to
exchange with full title guarantee, transfer, assign and deliver to
SDGL, and SDGL agrees to acquire from the Shareholder, the Shares,
free and clear of any and all liens.
Section
1.2
Consideration . In consideration for its
acquisition of the Shares, SDGL agrees at the Closing to issue and
deliver an aggregate of 100,000 shares of SDGL Series C (the
“New Shares”) to the Shareholder.
Section
1.3
Closing . The closing of the transactions
contemplated by this Agreement (the “Closing”) shall
take place simultaneously with the execution and delivery hereof at
the offices of SDGL or such other place as the parties may
agree.
Section
1.4
Deliveries at Closing . At the
Closing:
(a) SDGL
shall deliver to the Shareholder:
|
|
|
stock
certificate, registered in the name of the Shareholder or the
Shareholder’s designee, representing the New
Shares;
|
|
|
|
resolutions of
SDGL’s board of directors authorizing this Agreement and the
transactions contemplated hereby;
|
|
|
|
Certificate of
Designation for the Series C Convertible Preferred Stock
|
(b) the
Shareholder shall deliver to SDGL:
|
|
|
the Shares with
stock power, signed by the individual Shareholder, which shall
transfer to SDGL good title to the Shares free and clear of all
Liens;
|
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF
SHAREHOLDER
The Shareholder
represent and warrant to SDGL as of the date hereof as
follows:
(a) The
Shareholder is the sole record and beneficial owner of the
Shares. The Shareholder has good and marketable title to
the Shares and the absolute right to deliver the Shares in
accordance with the terms of this Agreement, free and clear of all
Liens. The transfer of the Shares to SDGL in accordance
with the terms of this Agreement transfers good and marketable
title to the Shares to SDGL free and clear of all liens,
restrictions, rights, options and claims of every kind.
Section
2.2.
Investment Representation . The Shareholder
acknowledges that the New Shares are restricte
