SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (this “Agreement”) is effective May 16, 2012, by and between Asia8,
Inc., a Nevada corporation with its corporate office at 700 Lavaca St., Suite 1400, Austin, Texas, U.S.A.
(“Company”), and Emerging Market Property Advisors, Ltd., a corporation organized under the laws
of the United Kingdom with its registered office at 6 Arundel Road, Cheam, Sutton, Surrey, SM2 7AD,
U.K. (“EMP”), and the shareholders of EMP (the “Shareholders”).
WHEREAS, the Shareholders own two (2) shares of EMP, par value 1 Pound Sterling each, which shares
constitute 100% of the issued and outstanding shares and 100% of the ownership of EMP (the “EMP
WHEREAS, the Company desires to acquire from the Shareholders, and the Shareholders desire to
transfer to the Company, the EMP Shares in exchange for approximately thirty-one million, seven-
hundred and forty-two thousand, thirty-seven (31,742,037) shares of $0.001 par value common stock of
the Company (the “Company Shares”).
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:
Exchange. Upon and subject to the terms of this Agreement, the Company hereby agrees
to issue and deliver the Company Shares to the Shareholders on a pro rata basis in exchange for the
Shareholders’ agreement to assign, transfer and set over the EMP Shares to the Company at the closing of
this Agreement pursuant to Article 2 hereof. Following the exchange of the EMP Shares for the Company
Shares, the Shareholders will own forty nine percent (49%) of the issued and outstanding shares of the
Company’s common stock and EMP will become a wholly owned subsidiary of the Company
Fractional Shares. The Company shall not issue fractional Company Shares in
exchange for the EMP Shares, rather the Company will round fractional shares, if any, up to the next
whole share of the Company’s common stock.
Share Valuation Price. The valuation of the EMP Shares shall be deemed equivalent to
the valuation of the Company Shares.
Tax Free. The exchange of the EMP Shares for the Company Shares will be deemed by
the parties to be a tax free exchange.
Securities Restriction. The Company Shares will be restricted for a period of at least six
(6) months from the date of issuance.
Closing. The closing of the transaction contemplated hereby shall take place on or before
June 30, 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.
EMP’s and the Shareholders’ Deliveries at Closing. At the Closing or as soon as
practicable thereafter EMP will deliver or will cause the Shareholders to deliver to the Company the
Share certificates representing the EMP Shares to be delivered to the Company;
Any consents required to transfer the EMP Shares to the Company;
A certified copy of the resolution of the directors of EMP authorizing the execution and delivery
of this Agreement and all documents to be executed and delivered by EMP at Closing;
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,
Such other documents, certificates, instruments and agreements as are required or contemplated
to be delivered by EMP or the Shareholders pursuant to this Agreement.
The Company’s Deliveries at Closing. At the Closing or as soon as practicable
thereafter, the Company shall deliver to EMP and the Shareholders, as applicable:
Share certificates representing the Company Shares, issued to the Shareholders on a pro rata
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 Iftikar Ahmed to the Company’s board of directors (1 of 3 board
members) effective as of Closing;
Such other documents, certificates, instruments and agreements as are required or contemplated
to be delivered by the Company pursuant to this Agreement.
CONDITIONS PRECEDENT TO CLOSING
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:
Representations and Warranties True. The representations and warranties of EMP 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.
Performance of Covenants. EMP 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.
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 EMP or the
Shareholders which challenges the validity or legality, or seeks to restrain the consummation, of the
transactions contemplated hereby.
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 EMP and the Shareholders with all of their obligations under this Agreement.
Conditions Precedent to Obligations of EMP and the Shareholders. The obligations of
EMP and the Shareholders under this Agreement to consummate the Closing contemplated hereby shall
be subject to the satisfaction, or to the waiver by EMP and the Shareholders, on or before the Closing, of
the following conditions:
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.
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.
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
Closing Documentation. EMP and the Shareholders shall have received the deliveries identified
in Section 2.3 and such additional documentation at the Closing as EMP, the Shareholders, and their
respective counsel may reasonably require that evidences the Company’s compliance with all of its
obligations under this Agreement.
REPRESENTATIONS AND WARRANTIES OF EMP
EMP represents and warrant to the Company, as of the date of this Agreement, as follows:
Organization, Good Standing and Qualification. EMP is a corporation duly organized,
validly existing and in good standing under the laws of the United Kingdom. EMP 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. EMP 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 EMP or its business. EMP 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.
Capitalization; Voting Rights. The issued and outstanding capital shares of EMP consist
of two (2) shares, par value 1 Pound Sterling. 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 EMP of its securities. When
transferred in compliance with the provisions of this Agreement, the EMP Shares will be validly issued,
fully paid and non-assessable, and will be free of any liens or encumbrances; provided, however, that the
EMP 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.
Authorization; Binding Obligations. All corporate action on the part of EMP, its
management and the Shareholders necessary for the authorization of this Agreement, the performance of
all obligations of EMP hereunder at the Closing, the sale, transfer and delivery of the EMP 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 EMP 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 EMP Shares is not and
will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or
Financial Statements; Interim Changes. EMP has delivered to the Company its
unaudited balance sheet and statements of operations (the “Financials”) as at June 30, 2011 (the
“Statement Date”). The Financials are complete and correct in all material respects and presents fairly
the financial condition of EMP as of the Statement Date. EMP shall provide financial audits, 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.
Liabilities. EMP 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.
There are no agreements, understandings, instruments, contracts, proposed transactions,
judgments, orders, writs or decrees to which EMP 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 EMP, (ii) provisions restricting or
affecting the business EMP, or (iii) indemnification by EMP with respect to the infringement of
EMP 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
Changes. Since the Statement Date, there has not been to EMP’s knowledge:
Any change in the assets, liabilities, financial condition or operations of EMP 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 EMP;
Any material change, except in the ordinary course of business, in the contingent obligations of
EMP by way of guaranty, endorsement, indemnity, warranty or otherwise;
Any damage, destruction or loss, whether or not covered by insurance, materially and adversely
affecting the properties, business or prospects or financial condition of EMP;
Any waiver by EMP of a valuable right or of a material debt owed to it;
Any direct or indirect loans made by EMP to any employee, manager or a Shareholder of EMP,
other than advances made in the ordinary course of business;
Any material change in any compensation arrangement or agreement with any employee,
manager or a Shareholder; or
Any debt, obligation or liability incurred, assumed or guaranteed by EMP, except those for
immaterial amounts and for current liabilities incurred in the ordinary course of business.
Expertise. EMP has the necessary expertise and know-how to fulfill its obligations
pursuant to this Agreement.
Title to Properties and Assets. EMP 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 EMP, 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 EMP 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 EMP’s Business. EMP holds all of the rights, permits, licenses, and approvals to provide
services pursuant to its business. EMP is not dependent on one or a few customers in the operation of its
Section 4.11 Compliance with Other Instruments. EMP 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 EMP which would materially and adversely affect
the business, assets, liabilities, financial condition, operations or prospects of EMP. The execution,
delivery, and performance of and compliance with this Agreement, and the exchange of the EMP 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
EMP or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit license,
authorization or approval applicable to EMP, 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 EMP’s
knowledge, currently threatened against EMP 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 EMP, financially
or otherwise, or any change in the current equity ownership of EMP, nor is EMP aware that there is any
basis for the foregoing. The foregoing includes, without limitation, actions pending or threatened (or any
basis therefore known to EMP) involving the prior employment of any of EMP’s employees, their use in
connection with EMP’s business of any information or techniques allegedly proprietary to any of their
former employers, or their obligations under any agreements with prior employers. EMP 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 EMP currently pending
or which EMP intends to initiate.
Section 4.11 Tax Returns and Payments. EMP 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 EMP’s
knowledge all other taxes due and payable by EMP on or before the Closing have been paid or will be
paid prior to the time they become delinquent. EMP 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. EMP 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.
Section 4.12 Employees. No employee has any agreement or contract, written or verbal, regarding
their employment, except as attached hereto in Exhibit 4.12. EMP 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 EMP’s
knowledge, no employee of EMP, nor any consultant with whom EMP 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, EMP because of the nature of
the business to be conducted by EMP; and to EMP’s knowledge the continued employment by EMP of its
present employees, and the performance of EMP’s contracts with its independent contractors, will not
result in any such violation. EMP has not received any notice alleging that any such violation has
occurred. No employee of EMP has been granted the right to continued employment by EMP or to any
material compensation following termination of employment with EMP. EMP is not aware that any
manager or key employee, or that any group of key employees, intends to terminate their employment
with EMP, nor does EMP 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, EMP 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 EMP. 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 EMP 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. EMP 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 EMP
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, EMP 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 EMP 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 EMP’s knowledge and belief, this Agreement, and any certificate
expressly delivered by EMP 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 EMP’s knowledge and belief, omit to state a material fact necessary in order to make
the statements contained herein or therein not misleading. To EMP’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 EMP 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.
REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company represents and warrants to EMP and the Shareholders, as of the date of this Agreement and
as of Closing, as follows:
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.
Capitalization; Voting Rights. The issued and outstanding capital shares of the
Company consist of twenty four million, four hundred and eleven thousand, three hundred and sixty
(24,411,360) shares, par value $0.001. The company has resolved to issue an additional seven-million-
nine-hundred-seventy-eight-thousand three-hundred-thirty-three (7,978,333) shares from its treasury in
May 2012 to settle all of the company’s debts as of May 15, 2012, resulting in a total pro-forma issued
and outstanding share count as of the date of this agreement of thirty-two-million-three-hundred-eighy-
nine-thousand-eight-hundred-thirty-three (32,389,833.33) 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
Investment. The Company is acquiring the EMP Shares for investment purposes, and not
with a view to distribution or resale thereof in violation of applicable securities laws and regulations.
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.
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.
Current Regulatory Reporting. To the Company’s knowledge, the Company is current
and compliant with all of its state and federal regulatory filings.
Indemnification by EMP. From and after the Closing, EMP 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 EMP, 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 EMP, as the case may be, to perform any of its covenants, agreements or
obligations in this Agreement.
Indemnification by the Company. From and after the Closing, the Company shall
indemnify and hold harmless EMP and the Shareholders 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.
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.
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.
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.
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.
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
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:
attn: Eric Montandon
700 Lavaca St., Suite 1400
Tel: (480) 505-0070
Fax: (480) 505-0071
If to EMP to:
Emerging Market Property Advisors, Ltd.
attn: Iftikhar Ahmed
6 Arundel Road
Cheam, Sutton, Surrey
SM2 7AD, U.K.
Tel: 011 44 207 242 1855
Due Diligence. The Company shall give EMP and EMP 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.
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.
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.
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.
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.
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.
/s/ Eric Montandon
By: Eric Montandon
Its: Chief Executive Officer
/s/ Iftikhar Ahmed
By: Iftikhar Ahmed
Adderley Davis & Associates, Ltd.
/s/ Robert Newman