REVISED SECURITIES EXCHANGE AGREEMENT BY WHICH ROKWADER, INC. (A DELAWARE CORPORATION) SHALL ACQUIRE LATIGO SHORE MUSIC, INC. (DELAWARE CORPORATION)
EXHIBIT
2.2
REVISED
BY
WHICH
(A
DELAWARE CORPORATION)
SHALL
ACQUIRE
LATIGO
SHORE MUSIC, INC.
(DELAWARE
CORPORATION)
This
SECURITIES EXCHANGE AGREEMENT (“Agreement”) is made and dated this
20th
day of
April, 2007 by and between the above referenced corporations, and ▇▇▇▇▇ ▇▇▇▇▇,
an individual, and shall become effective on "the Closing" as defined
herein.
I. THE
INTERESTED PARTIES
| A. |
THE
PARTIES TO THIS AGREEMENT
|
|
1.
|
Rokwader,
Inc., a Delaware corporation
(“Rokwader”).
|
|
2.
|
Latigo
Shore Music, Inc. a Delaware corporation
(“Latigo”).
|
|
3.
|
▇▇▇▇▇
▇▇▇▇▇,
an individual, is the owner of 100% of the outstanding stock of Latigo
(“Shareholder”).
|
| 4. |
Rokwader,
Latigo,
and the Shareholder may be referred to collectively herein as the
“Parties.”
|
II. RECITALS
| A. |
CAPITAL
OF ROKWADER AND LATIGO
|
1. The
capital stock of Rokwader consists of 100,000,000 shares of common stock, $.001
par value, authorized, of which 1,250,000 are issued and outstanding as of
the
date of this Agreement, and 10,000,000 shares of preferred stock, $.001 par
value, authorized, of which none are issued and outstanding as of the date
of
this Agreement.
2. The
capital of Latigo consists of 100,000,000
shares of common stock, $.001 par value, authorized, of which 70,000 shares
representing 100% of the issued and outstanding common stock, are issued to
and
owned by ▇▇▇▇▇ ▇▇▇▇▇ .
| B. |
THE
BACKGROUND FOR THE EXCHANGE
TRANSACTION
|
Rokwader
desires to acquire Latigo and the directors and Shareholder of Latigo desire
to
sell Latigo to Rokwader, in an exchange of stock between Rokwader and the
Shareholder.
III. CONDITIONS
PRECEDENT TO REORGANIZATION
| A. |
ROKWADER’S
CONTINGENCIES
|
| 1. |
Satisfactory
review of Latigo’s books and records.
|
|
2.
|
Audited
financial statements as of December 31, 2006 and unaudited financial
statements as of February 15, of
Latigo
|
| 3. |
Independent
Appraisal of business and assets of Latigo to Rokwader’s satisfaction.
|
| B. |
LATIGO’S
CONTINGENCIES
|
| 1 |
Satisfactory
review of Rokwader’s books and
records.
|
| C. |
DIRECTOR
APPROVAL
|
The
Board
of Directors of Rokwader and Latigo respectively shall have determined that
it
is advisable and in the best interests of each corporation to proceed with
the
acquisition by Rokwader of Latigo, in accordance with Internal Revenue Code
Section 354(a) and 368(a)(1)(B).
| D. |
THE
EXCHANGE OF STOCK
TRANSACTION
|
If
required by law, the shareholders of the Parties shall have approved the
acquisition and this Agreement.
| E. |
EFFECTIVE
DATE
|
If
this
Agreement is approved in accordance with applicable law, subject to the further
conditions and provisions of this Agreement, a closing of this Agreement (the
“Closing”), shall be held, and all documents and instructions deemed necessary
or appropriate by the parties hereto to effect this Agreement shall be executed
as promptly as possible thereafter. The time when this Securities Exchange
Agreement shall become effective is referred to herein as the “Effective Date”;
subject to the following conditions precedent being met or waived in writing
by
the Parties:
1.
At
the
Closing, Rokwader shall issue 70,0000
shares
of restricted common stock (the “Exchange Stock”) to the Shareholder, plus a
promissory note in the amount of $30,000.00, payable within 30 days, plus an
Earn-Out Payment provided for in Section G in exchange for 100% of the issued
and outstanding shares of Latigo common stock. The issuance of the Exchange
Stock shall be exempt from SEC registration requirements based upon the private
exemption provided under Section 4(2) of the Securities Act.
2. Each
Party shall have furnished to the other Party all corporate and financial
information which is customary and reasonable, to conduct its respective due
diligence, normal for this kind of transaction. If any Party determines that
there is a reason not to complete this acquisition as a result of their due
diligence examination, then they must give written notice to the other Parties
prior to the expiration of the due diligence examination period. The Due
Diligence period, for purposes of this paragraph, shall expire on a date
determined by the Parties, which shall be no later than five (5) days before
the
Closing.
2
3.
All
applicable filings required to be made and regulatory approvals, as well as
any
other third party approvals, obtained by Rokwader have been made or obtained.
4. All
of
the terms, covenants and conditions of this Agreement to be complied with or
performed by each Party for Closing shall have been complied with, performed
or
waived in writing.
5. The
representations and warranties of the Parties, contained in this Agreement,
as
herein contemplated, except as amended, altered or waived by the Parties in
writing, shall be true and correct in all material respects at the Closing
with
the same force and effect as if such representations and warranties are made
at
and as of such time; and each Party shall provide the other with a corporate
certificate, of an officer of each Party, dated the Closing, to the effect,
that
all conditions precedent have been met, and that all representations and
warranties of such Party are true and correct as of that date. The form and
substance of each Party's certification shall be in form reasonably satisfactory
to the other.
| F. |
TERMINATION
|
This
Agreement may be terminated at any time prior to the Closing as follows: (i)
by
mutual consent of the Parties; (ii) by any Party if any other Party is unable
to
meet the specific conditions precedent applicable to its performance within
a
reasonable time; (iii) by either Party if the Closing shall not have occurred
on
or before May 02, 2007; or (iv) by the Board of Directors of Rokwader or Latigo,
if either such Board shall have determined in its sole discretion that because
of the institution or threatened institution of any litigation or proceeding,
or
for any other reason, it is inadvisable to consummate the acquisition herein
provided for. In the event that termination of this Securities Exchange
Agreement occurs, as provided above, this Securities Exchange Agreement shall
forthwith become void and there shall be no liability on the part of any Party
or its respective officers and directors.
| G. |
EARN
- OUT PAYMENT
|
1. Shareholder
shall be entitled to receive up to an additional 200,000 shares of Rokwader
restricted common stock (the “Earn-Out Shares”) based upon Net Profits, before
taxes, of Latigo (“Net Profits”) as set forth below:
If
the
Net Profits, for the period from the Effective Date through December 31, 2008
(the “Earn-Out Period”) is as follows:
| (a) |
Net
Profits exceed $500,000, Shareholder shall receive 50,000 Earn-Out
Shares;
|
|
(b)
|
Net
Profits exceed $1,000,000, Shareholder shall receive an additional
50,000
Earn-Out Shares;
|
|
(c)
|
Net
Profits exceed $1,500,000, Shareholder shall receive an additional
50,000
Earn-Out Shares.
|
|
(d)
|
Net
Profits exceed $2,000,000, Shareholder shall receive an additional
50,000
Earn-Out Shares.
|
For
purposes of this Section G.1, “Net Profits” shall mean, profits of Latigo,
before taxes and after all expenses and compensation including those associated
with ▇▇▇▇▇ ▇▇▇▇▇’▇ employment agreement, as
specified in Section 2 (a) and (b) of such employment agreement,
and
before taxes of Rokwader’s wholly-owned subsidiary, Latigo Shore Music, Inc.
reorganized during the Earn-Out Period, in accordance with GAAP.
2. Rokwader
shall pay the Earn-Out Payment by issuing the Earn - Out Shares within ninety
(90) days following the end of the Earn-Out Period.
3
3. In
the
event Rokwader sells all or substantially all of Latigo’s assets or common stock
during the Earn-Out Period (other than in a transaction in which Rokwader (i)
sells all or substantially all of Rokwader’s entire assets; (ii) sells or
otherwise transfers the assets of Latigo to an affiliate of Rokwader or (iii)
merges with or into another entity) Rokwader shall pay to Shareholder any
Earn-Out Shares that Shareholder has earned as of the date of the close of
such
sale or merger. The maximum Earn-Out Payment, payable pursuant to Section G.1.,
shall be 200,000 shares of Rokwader common stock.
| H. |
WORKING
CAPITAL
|
Rokwader
agrees to have not less than $28,000 in good funds in its bank account within
30
days after the Effective Date, to be used by Latigo. Latigo shall use such
funds
for working capital, repayment of loans and other corporate purposes to enhance
the value and profitability of Latigo.
IV.
PLAN
OF REORGANIZATION
| A. |
REORGANIZATION
AND ACQUISITION
|
Rokwader
and Latigo are hereby reorganized, such that Rokwader shall acquire all the
outstanding capital stock of Latigo
with all
of its current assets, liabilities and businesses, in exchange solely for 70,000
shares of Rokwader common stock, a promissory note in the amount of $30,000.00
and the Earn-Out payment provisions of Section III G.1 above, and Latigo shall
become a wholly owned subsidiary of Rokwader.
| B. |
SURVIVING
CORPORATION
|
Both
Rokwader and Latigo shall survive the Reorganization herein contemplated and
shall continue to be governed by the laws of their respective jurisdiction.
The
resulting parent corporation (Rokwader) is the entity responsible for the rights
of rescinding IPO shareholders of Rokwader.
| C. |
SURVIVING
ARTICLES OF INCORPORATION
|
The
respective Articles of Incorporation of both Rokwader and Latigo shall remain
in
full force and effect, unchanged.
| D. |
SURVIVING
BYLAWS
|
The
respective Bylaws of both Rokwader and Latigo shall remain in full force and
effect, unchanged.
| E. |
ISSUANCE
OF STOCK AND PAYMENT OF
MONEY
|
At
Closing, Rokwader shall issue and deliver the appropriate number of stock
certificates to Shareholder representing a total of 70,000 shares of Rokwader’s
restricted common stock and a promissory note in the amount of $30,000.00
payable to the Shareholder.
Also
at
the Closing, Shareholder shall deliver his stock certificate(s) together with
an
executed stock power to Rokwader representing a total of 100% of the issued
and
outstanding capital stock of Latigo.
4
| F. |
OTHER
CONDITIONS OF ACQUISITION
|
|
1.
|
Latigo
shall own all of the assets it currently owns except as may be sold
or
transferred in the ordinary course of
business;
|
|
2.
|
An
employment agreement will be in place for ▇▇▇▇▇ ▇▇▇▇▇ with Latigo
at the
Closing;
|
|
3.
|
At
Closing, ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as a new director of
Rokwader.
|
| G. |
FURTHER
ASSURANCE, GOOD FAITH AND FAIR
DEALING
|
The
Directors of each Party shall and will execute and deliver any and all necessary
documents, acknowledgments and assurances and do all things proper to confirm
or
acknowledge any and all rights, titles and interests created or confirmed
herein; and all Parties covenant hereby to deal fairly and in good faith with
each other and each others shareholders.
V. GENERAL
MUTUAL REPRESENTATIONS AND WARRANTIES
The
purpose and general import of the Mutual Representations and Warranties are
that
each Party has made appropriate full disclosure to the others, that no material
information has been withheld, and that the information exchanged is accurate,
true and correct.
| A. |
ORGANIZATION
AND QUALIFICATION
|
Each
Party warrants and represents that it is duly organized and in good standing,
and is duly qualified to conduct any business it may be conducting, as required
by law or local ordinance.
| B. |
CORPORATE
AUTHORITY
|
Each
Party warrants and represents that it has corporate authority, under the laws
of
its jurisdiction and its constituent documents, to do each and every element
of
performance to which it has agreed, and which is reasonably necessary,
appropriate and lawful, to carry out this Agreement in good
faith.
| C. |
OWNERSHIP
OF ASSETS AND PROPERTY
|
Each
Party warrants and represents that it has lawful title and ownership of its
property as reported to the other, and as disclosed in its financial statements.
Shareholder represents that he is the sole owner of all of the outstandoing
stock of Latigo and no liens, encumbrances, pledges, or obligations of any
kind
exist with respect to such outstanding stock of Latigo.
| D. |
ABSENCE
OF CERTAIN CHANGES OR
EVENTS
|
Each
Party warrants and represents that there are no material changes of
circumstances or events which have not been fully disclosed to the other Party,
and which, if different than previously disclosed in writing, have been
disclosed in writing as currently as is reasonably practicable.
5
| E. |
ABSENCE
OF UNDISCLOSED LIABILITIES
|
Each
Party warrants and represents specifically that it has, and has no reason to
anticipate having, any material liabilities which have not been disclosed to
the
other, in the financial statements or otherwise in writing.
| F. |
LEGAL
PROCEEDINGS
|
Each
Party warrants and represents that there are no legal proceedings,
administrative or regulatory proceeding, pending or suspected, which have not
been fully disclosed in writing to the other.
| G. |
NO
BREACH OF OR CONFLICT WITH OTHER
AGREEMENTS
|
Each
Party warrants and represents that this Agreement, and the faithful performance
of this Agreement, will not cause any breach of or create a conflict with any
other existing agreement, or any covenant, consent decree, or undertaking by
either, not disclosed to the other.
| H. |
CAPITAL
STOCK
|
Each
Party warrants and represents that the issued and outstanding shares and all
shares of capital stock of each Party, is as detailed herein, that all such
shares are in fact issued and outstanding, duly and validly issued, were issued
as and are fully paid and non-assessable shares, and that, other than as
represented in writing, there are no other securities, options, warrants or
rights outstanding, to acquire further shares of such Party, except as has
been
disclosed to the other Party.
| I. |
BROKERS'
OR FINDER'S FEES
|
Each
Party warrants and represents that it is aware of no claims for brokers' fees,
or finders' fees, or other commissions or fees, by any person not disclosed
to
the other, which would become, if valid, an obligation of either
Party.
VI. INDEMNIFICATION
The
Parties shall, and from and after the Closing, indemnify, defend and hold
harmless each person who is now, or has been at any time prior to the date
hereof or who becomes prior to the Closing, an officer or director of either
party (the "Indemnified Parties") against all losses, claims, damages, costs,
expenses (including reasonable attorneys' fees and expenses), liabilities or
judgments or amounts that are paid in settlement with the approval of the
indemnifying party of or in connection with any threatened or actual claim,
action, suit, proceeding or investigation based on or arising out of the fact
that such person is or was a director or officer of either party whether
pertaining to any matter existing or occurring at or prior to the Closing and
whether asserted or claimed prior to, or at or after, the Closing ("Indemnified
Liabilities"), including all Indemnified Liabilities based on, or arising out
of, or pertaining to this Agreement or the transactions contemplated hereby,
in
each case, to the full extent a corporation is permitted under the Delaware
law
to indemnify directors or officers.
6
Without
limiting the foregoing, in the event any such claim, action, suit, proceeding
or
investigation is brought against any Indemnified Parties (whether arising before
or after the Closing), (i) the Indemnified Parties may retain counsel
satisfactory to them and the Parties shall pay all fees and expenses of such
counsel for the Indemnified Parties promptly as statements therefore are
received; and (ii) each party shall use all reasonable efforts to assist in
the
vigorous defense of any such matter, provided that each party shall not be
liable for any settlement effected without its prior written consent. Any
Indemnified Party wishing to claim indemnification under this section, upon
learning of any such claim, action, suit, proceeding or investigation, shall
notify the Parties (but the failure so to notify shall not relieve a party
from
any liability which it may have under this section except to the extent such
failure prejudices such party). Each Indemnified Party may retain only one
law
firm to represent them with respect to each such matter unless there is, under
applicable standards of professional conduct, a conflict on any significant
issue between the positions of any two or more officers or directors of an
Indemnified Party. The Parties agree that all rights to indemnification,
including provisions relating to advances of expenses incurred in defense of
any
action or suit, existing in favor of any Indemnified Party with respect to
matters occurring through the Closing and for a period of thirty (30) days
thereafter, shall survive the reverse acquisition and shall continue in full
force and effect for a period of not less than thirty days from the Closing;
provided, however, that all rights to indemnification in respect of any
Indemnified Liabilities asserted or made within such period shall continue
until
the disposition of such Indemnified Liabilities.
The
provisions of this section are intended to be for the benefit of, and shall
be
enforceable by, each Indemnified Party, his or her heirs and his or her personal
representatives and shall be binding upon all successors and assigns of each
Party.
VII. DEFAULT,
AMENDMENT AND WAIVER
| A. |
DEFAULT
|
Upon
a
breach or default under this Agreement by any of the Parties (following the
cure
period provided herein), the non-defaulting party shall have all rights and
remedies given hereunder or now or hereafter existing at law or in equity or
by
statute or otherwise. Notwithstanding the foregoing, in the event of a breach
or
default by any Party hereto in the observance or in the timely performance
of
any of its obligations hereunder which is not waived by the non-defaulting
Party, such defaulting Party shall have the right to cure such default within
15
days after receipt of notice in writing of such breach or
default.
| B. |
WAIVER
AND AMENDMENT
|
Any
term,
provision, covenant, representation, warranty, or condition of this Agreement
may be waived, but only by a written instrument signed by the Party entitled
to
the benefits thereof. The failure or delay of any party at any time or times
to
require performance of any provision hereof or to exercise its rights with
respect to any provision hereof shall in no manner operate as a waiver of or
affect such party's right at a later time to enforce the same. No waiver by
any
Party of any condition, or of the breach of any term, provision, covenant,
representation, or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such condition or breach or waiver of any other condition or of the
breach of any other term, provision, covenant, representation, or warranty.
No
modification or amendment of this Agreement shall be valid and binding unless
it
be in writing and signed by all Parties hereto.
7
VIII. MISCELLANEOUS
| A. |
EXPENSES
|
Whether
or not the transactions contemplated hereby are consummated, each of the Parties
hereto shall bear all taxes of any nature (including, without limitation,
income, franchise, transfer, and sales taxes) and all fees and expenses relating
to or arising from its compliance with the various provisions of this Agreement
and such Party's covenants to be performed hereunder, and except as otherwise
specifically provided for herein, each of the Parties hereto agrees to pay
all
of its own expenses (including, without limitation, attorneys and accountants'
fees, and printing expenses) incurred in connection with this Agreement, the
transactions contemplated hereby, the negotiations leading to the same and
the
preparations made for carrying the same into effect, and all such taxes, fees,
and expenses of the Parties hereto shall be paid prior to
Closing.
| B. |
NOTICES
|
Any
notice, request, instruction, or other document required by the terms of this
Agreement, or deemed by any of the Parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by facsimile,
personal delivery, overnight delivery, or mailed by registered or certified
mail, postage prepaid, with return receipt requested, to the following
addresses:
|
TO
ROKWADER:
|
WITH
COPY TO:
|
|
Law
Offices of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
|
21550
Oxnard Street, Main Plaza - Ste. 200
|
|
Calabasas,
CA 91302
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
|
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
|
TO:
LATIGO AND/OR THE SHAREHOLDER:
|
WITH
COPY TO:
|
|
Latigo
Shore Music, Inc.
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, Esq.
|
|
26504
Latigo Shore Drive
|
▇▇▇▇
▇▇▇▇ & ▇▇▇▇▇, P.A.
|
|
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇. ▇▇▇
|
|
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
|
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
|
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
The
persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid. If notice is given by facsimile, personal delivery,
or
overnight delivery in accordance with the provisions of this Section, said
notice shall be conclusively deemed given at the time of such delivery. If
notice is given by mail in accordance with the provisions of this Section,
such
notice shall be conclusively deemed given seven days after deposit thereof
in
the United States mail.
8
| C. |
ENTIRE
AGREEMENT
|
This
Agreement, together with any schedules and exhibits hereto, sets forth the
entire agreement and understanding of the Parties hereto with respect to the
transactions contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof. No
understanding, promise, inducement, statement of intention, representation,
warranty, covenant, or condition, written or oral, express or implied, whether
by statute or otherwise, has been made by any party hereto which is not embodied
in this Agreement, or in the schedules or exhibits hereto or the written
statements, certificates, or other documents delivered pursuant hereto or in
connection with the transactions contemplated hereby, and no party hereto shall
be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant, or condition not so set
forth.
| D. |
SURVIVAL
OF REPRESENTATIONS
|
All
statements of fact (including financial statements) contained in the schedules,
the exhibits, the certificates, or any other instrument delivered by or on
behalf of the Parties hereto, or in connection with the transactions
contemplated hereby, shall be deemed representations and warranties by the
respective Party hereunder. All representations, warranties, agreements, and
covenants hereunder shall survive for a period of thirty (30) days after the
Closing and remain effective for such period regardless of any investigation
or
audit at any time made by or on behalf of the Parties or of any information
a
party may have in respect hereto. Consummation of the transactions contemplated
hereby shall not be deemed or construed to be a waiver of any right or remedy
possessed by any party hereto, notwithstanding that such party knew or should
have known at the time of the Closing that such right or remedy
existed.
| E. |
INCORPORATION
BY REFERENCE
|
The
schedules, exhibits, and all documents (including, without limitation, all
financial statements) delivered as part hereof or incident hereto are
incorporated as a part of this Agreement by reference.
| F. |
REMEDIES
CUMULATIVE
|
No
remedy
herein conferred upon the Parties is intended to be exclusive of any other
remedy and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing
at
law or in equity or by statute or otherwise.
| G. |
EXECUTION
OF ADDITIONAL DOCUMENTS
|
Each
Party hereto shall make, execute, acknowledge, and deliver such other
instruments and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby.
| H. |
PUBLICITY
|
Prior
to
the Closing, any written news releases or public disclosure by any party
pertaining to this Agreement shall be submitted to the other party for its
review and approval prior to such release or disclosure, provided, however,
that
(a) such approval shall not be unreasonably withheld, and (b) such review and
approval shall not be required of disclosures required to comply, in the
judgment of counsel, with SEC or state securities or corporate laws or
policies.
9
| I. |
CONFIDENTIALITY
|
While
each party is obligated to provide access to and furnish information in
accordance with Section III A and B above, it is understood and agreed that
such
disclosure and information subsequently obtained as a result of such disclosures
are proprietary and confidential in nature. Each party agrees to hold such
information in confidence and not to reveal any such information to any person
who is not a party to this Agreement, or an officer, director or key employee
thereof, and not to use the information obtained for any purpose other than
assisting in its due diligence inquiry in conjunction with the transactions
contemplated by this Agreement. Upon request of any party, a confidentiality
agreement, acceptable to the disclosing party, will be executed by any person
selected to receive such proprietary information, prior to receipt of such
information.
| J. |
GOVERNING
LAW
|
This
Agreement has been negotiated and executed in the State of California and shall
be construed and enforced in accordance with the laws of such
state.
| K. |
FORUM
|
Each
of
the Parties hereto agrees that any action or suit which may be brought by any
party hereto against any other party hereto in connection with this Agreement or
the transactions contemplated hereby may be brought only in a federal or state
court in Los Angeles County, California.
| L. |
ARBITRATION
|
Any
dispute between the parties relating in any way to this Agreement or any of
its
terms and provisions shall be submitted to binding arbitration before a single
arbitrator in Los Angeles County, California, before JAMS and the prevailing
party in such arbitration shall have the right to have any award made by
arbitrators confirmed by a court of competent jurisdiction. The provisions
of
Section 1283.05 of the CA Code of Civil Procedure, authorizing and taking of
depositions and obtaining discovery are incorporated herein by this reference
and shall be applicable to any such arbitration. Any such arbitration shall
be
conducted in an expeditious manner. Any such arbitration shall be governed
by
the JAMS complex arbitration rules and the JAMS optional arbitration appeal
procedure.
| M. |
BINDING
EFFECT AND ASSIGNMENT
|
This
Agreement shall inure to the benefit of and be binding upon the Parties hereto
and their respective heirs, executors, administrators, legal representatives,
and assigns.
| N. |
COUNTERPARTS;
FACSIMILE SIGNATURES
|
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Parties agree that facsimile signatures of
this
Agreement shall be deemed a valid and binding execution of this
Agreement.
10
| O. |
TAX-FREE
EXCHANGE
|
The
Parties agree that the reorganization of Latigo into Rokwader and issuance
of
shares to the Shareholder contemplated by this Agreement shall be treated as
a
“tax-free transaction” under Section 351 of the Internal Revenue
Code.
This
SECURITIES EXCHANGE AGREEMENT is executed on behalf of each Party by its duly
authorized representatives, and attested to, pursuant to the laws of its
respective place of incorporation and in accordance with its constituent
documents.
|
/s/
Yale ▇▇▇▇▇
BY:
Yale ▇▇▇▇▇
ITS:
President
|
|
|
Latigo
Shore Music, Inc.
|
▇▇▇▇▇
▇▇▇▇▇, Shareholder
|
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
|
BY: ▇▇▇▇▇ ▇▇▇▇▇ |
▇▇▇▇▇ ▇▇▇▇▇, Individually |
|
ITS:
President
|
11