EXCHANGE AGREEMENTExchange Agreement • August 12th, 2008 • Fonix Corp • Telephone communications (no radiotelephone) • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, by and among FONIX CORPORATION, a Delaware corporation (“Fonix”), FONIX GS ACQUISITION CORPORATION, a Delaware corporation and wholly owned subsidiary of Fonix (“Buyer”), SOUTHRIDGE LLC, a Connecticut, limited liability company (the “Funds”), G-SOFT LIMITED, a Hong Kong corporation (“G-Soft”), and those persons who are the capital stock holders of G-Soft whose names are listed on Exhibits A hereto and who have executed a signature page to this Agreement (the “Sellers”). Fonix, Buyer, the Funds and the Sellers are referred to collectively herein as the “Parties”.
