EXHIBIT 10.28 AGREEMENT, CONSENT AND WAIVER
Published on April 5, 2012
Exhibit 10.28
AGREEMENT, CONSENT AND WAIVER
THIS AGREEMENT, CONSENT AND WAIVER (the Agreement) is entered into as of September 27, 2011, by and among Standard Capital Corporation, a Delaware corporation (SCC) and the shareholders set forth below in Paragraph A (individually a Shareholder and collectively the Shareholders).
Premises
A.
Whereas, the following Shareholders are the holders of record of an aggregate of 2,010,000 shares of common stock represented by SCC as follows:
|
Shareholder |
Shares |
Certificate |
|
Gopalan Achari |
65,000 |
2041 |
|
Dixon Anthony |
25,000 |
2044 |
|
Balakrishnan Appakkunai |
100,000 |
2017 |
|
Annam Augusthy |
10,000 |
2025 |
|
Caledonia Partners LLC |
100,000 |
**** |
|
Thomas Devassy |
15,000 |
2031 |
|
Leena George |
55,000 |
2016 |
|
Sunitha George |
12,000 |
2042 |
|
Omana C Gopalan |
15,000 |
2018 |
|
Sarada Gopalan |
60,000 |
2038 |
|
Bessy Jacob |
102,000 |
2008 |
|
Saju Jacob |
25,000 |
2039 |
|
Lissy James |
5,000 |
2023 |
|
Elsy Joseph |
20,000 |
2032 |
|
Gobi Krisanankutti |
10,000 |
2005 |
|
Parameswaran Krishnankivtty |
9,500 |
2037 |
|
Kochannamma Kunjuvareeth |
7,500 |
2022 |
|
Kamaladevi M. |
100,000 |
2035 |
|
Maheswara Menon |
55,000 |
2034 |
|
Raghu Narayanan |
10,000 |
2029 |
|
Smitha Narayanan |
5,000 |
2045 |
|
Kunjuvareeth Ouseph |
95,000 |
2024 |
|
Varghese Pailoth |
78,000 |
2019 |
|
Sasi Pappu |
100,000 |
2011 |
|
Peaceful Lion Holdings Limited |
100,000 |
**** |
|
Ranjith P Poul |
70,000 |
2033 |
|
Quezon Group LLC |
100,000 |
**** |
|
Navin Raneendran |
5,000 |
2015 |
|
Rosily Rappai |
5,000 |
2003 |
|
Nisha Raveendran |
25,000 |
2036 |
|
Thankamani Raveendran |
100,000 |
2010 |
|
Sharma Investments Inc |
100,000 |
**** |
|
Lalu Subran |
6,000 |
2030 |
|
Terra Equity LLC |
100,000 |
**** |
|
Lissy Thomas |
65,000 |
2043 |
|
Midunkumar Unnikrishnan |
25,000 |
2026 |
|
Seethadevi Unnikrishnan |
50,000 |
2004 |
|
Abraham Varghese |
10,000 |
2040 |
|
Mary Varghese |
50,000 |
2006 |
|
Anoop Vasudevan |
5,000 |
2020 |
|
Kalyani Velayudhan |
100,000 |
2047 |
|
Raveendran Velayudhan |
15,000 |
2021 |
B.
On September 26, 2011, SCC entered into a voluntary share exchange transaction with Singapore Volition Pte Limited, a Singapore registered company (Volition), pursuant to a Share Exchange Agreement (the Exchange Agreement) by and among SCC and its controlling stockholders, on the one hand, and Volition and the stockholders of Volition on the other hand.
C.
Whereas, as a condition precedent to, and in conjunction with the aforementioned Exchange Agreement, the Shareholders have each agreed to cancel and return to SCC 808,000 shares of common stock owned of record by the Shareholders.
Agreement
NOW, THEREFORE, upon the foregoing premises, which are incorporated herein by reference, it is hereby agreed as follows:
1.
Agreement, Consent and Waiver by Each Shareholder. Each Shareholder hereby agrees, consents and waives as follows:
(a)
The undersigned Shareholders, individually and not jointly, hereby each agree and consent to the cancellation of 808,000 shares of common stock of SCC. As a result of said cancellation, the Shareholders will own of record post-cancellation the following shares of SCC:
|
Shareholder |
Shares |
|
Gopalan Achari |
39,000 |
|
Dixon Anthony |
15,000 |
|
Balakrishnan Appakkunai |
60,000 |
|
Annam Augusthy |
6,000 |
|
Caledonia Partners LLC |
59,200 |
|
Thomas Devassy |
9,000 |
|
Leena George |
33,000 |
|
Sunitha George |
7,200 |
|
Omana C Gopalan |
9,000 |
|
Sarada Gopalan |
36,000 |
|
Bessy Jacob |
61,200 |
|
Saju Jacob |
15,000 |
|
Lissy James |
3,000 |
|
Elsy Joseph |
12,000 |
|
Gobi Krisanankutti |
6,000 |
|
Parameswaran Krishnankivtty |
5,700 |
|
Kochannamma Kunjuvareeth |
4,500 |
|
Kamaladevi M. |
60,000 |
|
Maheswara Menon |
33,000 |
|
Raghu Narayanan |
6,000 |
|
Smitha Narayanan |
3,000 |
|
Kunjuvareeth Ouseph |
57,000 |
|
Varghese Pailoth |
46,800 |
|
Sasi Pappu |
60,000 |
|
Peaceful Lion Holdings Limited |
59,200 |
|
Ranjith P Poul |
42,000 |
|
Quezon Group LLC |
59,200 |
|
Navin Raneendran |
3,000 |
|
Rosily Rappai |
3,000 |
|
Nisha Raveendran |
15,000 |
|
Thankamani Raveendran |
60,000 |
|
Sharma Investments Inc |
59,200 |
|
Lalu Subran |
3,600 |
|
Terra Equity LLC |
59,200 |
|
Lissy Thomas |
39,000 |
|
Midunkumar Unnikrishnan |
15,000 |
|
Seethadevi Unnikrishnan |
30,000 |
|
Abraham Varghese |
6,000 |
|
Mary Varghese |
30,000 |
|
Anoop Vasudevan |
3,000 |
|
Kalyani Velayudhan |
60,000 |
|
Raveendran Velayudhan |
9,000 |
(b)
Contemporaneous with the closing of the Exchange Agreement, the Shareholders shall deliver to Holladay Stock Transfer (the Transfer Agent), the SCC common stock certificates set forth above, representing the shares of common stock, along with a copy of this Agreement to the Transfer Agent, with the balance of said shares not subject to this Agreement and cancellation returned in certificate form to the Shareholders.
(c)
If any Shareholder fails to make the deliveries set forth in Section 1(b) above, each Shareholder hereby authorizes SCC and the Transfer Agent without any further action or consent of such Shareholder, to place an irrevocable stop transfer on all shares of common stock owned and held of record by such Shareholder.
(d)
Each Shareholder hereby waives any right, interest or claim in and to, said shares being cancelled under this Agreement.
2.
Representations, Warranties, Covenants and Acknowledgements of Shareholders.
(a)
Each Shareholder acknowledges that such Shareholder is aware that SCC has entered into the Exchange Agreement.
(b)
Each Shareholder acknowledges that such Shareholder is not relying upon any person, firm or corporation in making his decision to cancel his shares in SCC.
(c)
Each Shareholder further acknowledges and represents that he understands that the shares of common stock of SCC could appreciate in value considerably in the near term or otherwise in the future, that shares of SCC being cancelled could have a value greater than the current value, and notwithstanding such possibility each Shareholder desires to enter into this Agreement and cancel said shares. Except for the shares of SCC which each Shareholder will retain as set forth in Section 1(a) above, each Shareholder hereby releases SCC and waives any claims or actions with regard to the shares being cancelled pursuant to this Agreement.
(d)
Each Shareholder represents and warrants that the Shares to be cancelled hereunder are owned by such Shareholder free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever.
(e)
Each Shareholder represents and warrants that other than the shares of common stock of SCC held of record by such Shareholder as set forth in Recital A, above, each Shareholder does not own, directly or indirectly, of record or beneficially, any other shares of common stock of SCC, or any options, warrants or other rights to acquire any additional shares of SCC.
(f)
Each Shareholder represents and warrants that he has the capacity to enter into this Agreement to consummate the cancellation of such shares of SCC, and to comply with the terms, conditions and provisions of this Agreement.
(g)
Each Shareholder represents and warrants this Agreement constitutes the valid and binding obligations of each Shareholder, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors rights generally and by the availability of equitable remedies and defenses.
(h)
Neither the execution of this Agreement by the Shareholder or the consummation of the cancellation of the shares (a) will result in the breach of any term or provision of, constitute a default under, or accelerate or change the performance otherwise required under, any agreement (including any loan agreement or promissory note), indenture, instrument, order, law or regulation to which the Shareholder is a party or by which the Shareholder is bound or (b) require the approval, consent, waiver, authorization or act of, or the making by such Shareholder of, any declaration, filing or registration with, any third party or any governmental authority.
(i)
Each Shareholder agrees that no officer, director, shareholder, agent, or employee of SCC, shall be liable to the Shareholder for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the cancellation of the shares by such Shareholder.
(j)
Each Shareholder acknowledges that he or she is freely and voluntarily entering into and executing this Agreement after having been advised to seek separate independent counsel of such Shareholders choice for advice regarding this Agreement and any other legal rights pertaining to this Agreement. Each Shareholder has either been apprised of all relevant information and legal rights by legal counsel of his own choice, or has voluntarily chosen not to seek separate independent counsel for advice regarding this Agreement. In executing this Agreement each Shareholder does not rely on any inducements, promises, or representations made by the SCC, any officer, director, shareholder, agent, attorney or representative of SCC or any other party or person.
3.
SCCs Representations, Warranties and Acknowledgements.
(a)
SCC represents and warrants that SCC has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions to comply with the terms, conditions and provisions of this Agreement.
(b)
The execution, delivery and performance of this Agreement and all other agreements, documents and instruments contemplated by this Agreement to which SCC is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of such entity.
4.
Notices. Any notice, demand, request, or other communication permitted or required under this Consent and Agreement shall be in writing and shall be deemed to have been given as of the date so delivered, if personally served; as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; as of the date so sent, if sent by electronic mail and receipt is acknowledged by the recipient; one day after the date so sent, if delivered by overnight courier service; or three days after the date so mailed, if mailed by certified mail, return receipt requested, addressed to SCC at the address set forth on its most recent filing with the Securities and Exchange Commission (SEC) and to each shareholder at the address on file with the Transfer Agent.
Each party, by notice duly given in accordance herewith, may specify a different address for the giving of any notice hereunder.
5.
Further Assurances. Each of the Parties to this Agreement agrees to perform such further acts and to execute and deliver any and all further documents that may reasonably be necessary or desirable to effectuate the purpose of this Agreement.
6.
Governing Law. This Consent and Agreement shall be governed by and construed under and in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the state of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the state of Delaware.
7.
Waiver of Jury Trial. The Parties hereto hereby voluntarily and irrevocably waives trial by jury in any Proceeding brought in connection with this Agreement, any of the related agreements and documents, or any of the transactions contemplated hereby or thereby. For purposes of this Agreement, Proceeding includes any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of any party or otherwise and whether civil, criminal, administrative, or investigative, in which a Party was, is, or will be involved as a party or otherwise.
8.
Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be sufficient for execution of this Agreement.
***Signature Page Follows***
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
STANDARD CAPITAL CORPORATION
/s/ Alexander Magallano
By: Alexander Magallano
Its: President and CEO
SHAREHOLDERS
/s/ Goplan Achari
Gopalan Achari
/s/ Dixon Anthony
Dixon Anthony
/s/ Balakrishnan Appakkunai
Balakrishnan Appakkunai
/s/ Annam Augusthy
Annam Augusthy
/s/ Richard Smith
Richard Smith - Authorized Signatory
Caledonia Partners LLC
/s/ Thomas Devassy
Thomas Devassy
/s/ Leena George
Leena George
/s/ Sunitha George
Sunitha George
/s/ Omana C. Gopalan
Omana C Gopalan
/s/ Sarada Gopalan
Sarada Gopalan
/s/ Bessy Jacob
Bessy Jacob
/s/ Saju Jacob
Saju Jacob
/s/ Lissy James
Lissy James
/s/ Elsy Joseph
Elsy Joseph
/s/ Gobi Krisanankutti
Gobi Krisanankutti
/s/ Parameswaran Krishnankivtty
Parameswaran Krishnankivtty
/s/ Kochannamma Kunjuvareeth
Kochannamma Kunjuvareeth
/s/ Kamaladevi M.
Kamaladevi M.
/s/ Maheswara Menon
Maheswara Menon
/s/ Raghu Narayanan
Raghu Narayanan
/s/ Smitha Narayanan
Smitha Narayanan
/s/ Kunjuvareeth Ouseph
Kunjuvareeth Ouseph
/s/ Varghese Pailoth
Varghese Pailoth
/s/ Sasi Pappu
Sasi Pappu
/s/ Zhiying Chen
Zhiying Chen - Authorized Signatory
Peaceful Lion Holdings Limited
/s/ Ranjith P Poul
Ranjith P Poul
/s/ Virgilio Santana
Virgilio Santana - Authorized Signatory
Quezon Group LLC
/s/ Navin Raneendran
Navin Raneendran
/s/ Rosily Rappai
Rosily Rappai
/s/ Nisha Raveendran
Nisha Raveendran
/s/ Thankamani Raveendran
Thankamani Raveendran
/s/ Robert Dixon
Robert Dixon - Authorized Signatory
Sharma Investments Inc
/s/ Lalu Subran
Lalu Subran
/s/ Chris Smith
Chris Smith - Authorized Signatory
Terra Equity LLC
/s/ Lissy Thomas
Lissy Thomas
/s/ Midunkumar Unnikrishnan
Midunkumar Unnikrishnan
/s/ Seethadevi Unnikrishnan
Seethadevi Unnikrishnan
/s/ Abraham Varghese
Abraham Varghese
/s/ Mary Varghese
Mary Varghese
/s/ Anoop Vasudevan
Anoop Vasudevan
/s/ Kalyani Velayudhan
Kalyani Velayudhan
/s/ Raveendran Velayudhan
Raveendran Velayudhan