exv10w1



 







Exhibit 10.1




SHARE PURCHASE TERMINATION AGREEMENT




     THIS SHARE PURCHASE TERMINATION AGREEMENT has been entered into on this 15 day of May, 2006,
by and between:



     1. Moody Investment Group AB, org. no. 556669-3668, a limited company organised and existing
under the laws of Sweden, having its registered office at Sveavägen 59, 113 59 Stockholm, Sweden;



     2. Red River Investment Group AB, org. no. 556669-3643, a limited company organised and
existing under the laws of Sweden, having its registered office at Sveavägen 59, 113 59 Stockholm,
Sweden;



     3. Newco 1454 Sweden AB (under change of name to Halo Investment Group AB), org. no.
556669-3635, a limited company organised and existing under the laws of Sweden , having its
registered office at Fruängsgatan 15; 129 51 Hägersten, Sweden;



     4. Bart Denny, a U.S. citizen with Swedish social security no. 720118- 2032, having his
permanent residence at Tätorpsvägen 21a 2tr, 128 31 Skarpnäck, Sweden; and



     5. Bernard Clark, a U.S. citizen born June 28, 1947; having his permanent residence at 2627
Knollwood Rd, Charlotte, NC 28211, USA.



     the parties in item 1 — 5 are hereinafter referred to collectively as the “Sellers” and
severally as a “Seller”; and



     6. Interchange Europe Holding Corporation, a limited company organised and existing under the
laws of the State of Delaware, having its registered office at One Technology Drive, Building G,
Irvine CA 92618, USA (the “Purchaser”); and



     7. Interchange Corporation, a corporation organised existing under the laws of the State of
Delaware, having its registered office at One Technology Drive, Building G, Irvine CA 92618, USA
(“Interchange”).



     the parties above are hereinafter referred to collectively as the “Parties” and severally as a
“Party”.



RECITALS




     WHEREAS, the Parties entered into a Share Purchase Agreement dated as of February 9, 2005 (the
“Purchase Agreement”) (capitalized terms used but not otherwise defined herein shall have
the respective meanings provided for such terms in the Purchase Agreement);



 









 





     WHEREAS, the transactions contemplated by the Purchase Agreement were consummated on February
28, 2005 (the “Closing Date”);



     WHEREAS, the Parties continue to have contractual obligations under the Purchase Agreement
including, without limitation, indemnification liabilities and the obligation to issue the DCC
Shares upon the satisfaction of certain financial and other milestones, and the release of the
Escrow Amount from the Indemnification Escrow Account upon certain terms and conditions; and



     WHEREAS, the Parties desire to terminate any and all further obligations under the Purchase
Agreement except as set forth in this Share Purchase Termination Agreement in exchange for an early
release of a portion of the Escrow Amount to the Sellers and the cancellation and return (or
non-issuance) of all of the DCC Shares.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and the agreements set forth herein, and
intending to be legally bound hereby, the parties agree as follows:



     1. Termination of Purchase Agreement.



          (a) The Parties effectively hereby terminate all provisions of the Purchase Agreement except
for Section 10 — Non-Compete and Section 11.7 — Confidentiality (which, subject to Section 1(b)
below, shall remain in effect for the duration of the terms set forth in the Purchase Agreement),
effective immediately upon the execution of this Share Purchase Termination Agreement and the
receipt of the Escrow Amount by the Parties in accordance with Section 3 below.




          (b) Notwithstanding anything in the Purchase Agreement or this Share Purchase Termination
Agreement to the contrary, the cash damages liability of any Seller for a breach of Section 10 —
Non-Compete and/or Section 11.7 — Confidentiality shall not exceed the amount of the Escrow Amount
that such Seller shall receive pursuant to Section 3 below.




     2. Effect of Termination; Mutual Discharge and Release.



          Each Party hereto, on behalf of itself and, to the extent permitted by law, its affiliates,
subsidiaries, directors, officers, stockholders, employees, agents, financial and legal advisors
and other representatives, and the successors and assigns of each of them (each, a “Releasing
Party”), hereby fully, finally and forever releases each other party hereto and each of their
respective affiliates, subsidiaries, directors, officers, stockholders, employees, agents,
financial and legal advisors and other representatives, and the successors and assigns of each of
them, from any and all liabilities and obligations, claims, causes of action and suits, at law or
in equity, whether arising under any United States federal, state or local or any foreign law or
otherwise, that any Releasing Party has or has had arising out of, relating to, or in connection
with the Purchase Agreement and the transactions contemplated thereby, including, without
limitation, any liability or obligation arising out of any breach based on facts of which such
party has knowledge on or before the date hereof of any representation, warranty, covenant or
agreement contained in the Purchase Agreement, provided that nothing in this Section 2
shall


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           impair the survival and full force of the terms of the survival of Section 10 — Non-Compete
and Section 11.7 — Confidentiality of the Purchase Agreement as modified and limited by Section 1
of this Share Purchase Termination Agreement or the Parties right to receive payment of portions of
the Escrow Amount in accordance with Section 3 below.




     3. Distribution of the Escrow Amount.



          (a) The Parties hereby agree that the Escrow Amount will be immediately distributed from the
Indemnification Escrow Account, and this Share Purchase Termination Agreement shall provide joint
written notice to Citibank, N.A., the escrow agent, to the following Parties in the following
amounts:




               (i) All DCC Shares and Two Hundred Forty Thousand U.S. Dollars (U.S. $240,000) shall be
delivered to Purchaser, and



               (ii) all remaining cash in the Indemnification Escrow Account shall be distributed to the
Sellers in the amounts and to the respective accounts set forth on Schedule 1.



     4. Cancellation of DCC Shares. The Parties agree that the Sellers have no right to
receive any of the DCC Shares and any issued DCC Shares, either held in the Indemnification Escrow
Account or otherwise, shall be cancelled by Interchange and any further obligation of Interchange
to issue DCC Shares in the future is hereby terminated.



     5. Governing Law. This Share Purchase Termination Agreement shall be governed by and
construed in accordance with the laws of Sweden. Section 11.12 — Arbitration in the Purchase
Agreement shall apply to this Share Purchase Termination Agreement as if it were incorporated
herein.



     6. Specific Performance. The Parties hereto agree that irreparable damage would occur
in the event any provision of this Share Purchase Termination Agreement were not performed in
accordance with the terms hereof and that the parties shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity. It is accordingly agreed
that in any proceeding seeking specific performance each of the parties will waive the defense of
adequacy of a remedy at law.



     7. Miscellaneous.



          (a) The descriptive headings contained in this Share Purchase Termination Agreement are
included for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Share Purchase Termination Agreement.




          (b) Each Party agrees to use reasonable effort to take reasonable actions as any other party
may reasonably request to carry out the intent of this Share Purchase Termination Agreement and to
take any other actions required under applicable Law to carry out and effectuate the intent of this
Share Purchase Termination Agreement.




          (c) This Share Purchase Termination Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersede all


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prior agreements, understandings and negotiations, both written and oral, between the parties
with respect to the subject matter of this Share Purchase Termination Agreement. No
representation, inducement, promise, understanding, condition or warranty not set forth herein has
been made or relied upon by either party hereto in connection with this Share Purchase Termination
Agreement.




          (d) This Share Purchase Termination Agreement may be modified or amended only by a writing
signed by the Parties hereto. This Share Purchase Termination Agreement may be executed and
delivered (including by facsimile transmission) in one of more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and delivered shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement.




          (e) If any provision of this Share Purchase Termination Agreement is held to be illegal,
invalid or unenforceable under any present or future laws, and if the rights or obligations of any
party hereto under this Share Purchase Termination Agreement will not be materially and adversely
affected thereby, (a) such provision will be fully severable, (b) this Share Purchase Termination
Agreement will be construed and enforced as if such illegal, invalid or unenforceable provisions
had never comprised a part hereof, and (c) the remaining provisions of this Share Purchase
Termination Agreement will remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom.




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     IN WITNESS WHEREOF, the parties hereto have caused this Share Purchase Termination Agreement
to be duly executed by their respective authorized officers as of the day and year first above
written.



	 	 	 	 	 
	 	MOODY INVESTMENT GROUP AB

 	 
	 	By:  	/s/ Antony Waldorf
 	 
	 	 	Name:  	Antony Waldorf 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	INTERCHANGE EUROPE HOLDING CORPORATION

 	 
	 	By:  	/s/ Heath B. Clarke
 	 
	 	 	Name:  	Heath B. Clarke 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	RED RIVER INVESTMENT GROUP AB

 	 
	 	By:  	/s/ Leo Sutic
 	 
	 	 	Name:  	Leo Sutic 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	INTERCHANGE CORPORATION

 	 
	 	By:  	/s/ Heath B. Clarke
 	 
	 	 	Name:  	Heath B. Clarke 	 
	 	 	Title:  	Chief Executive Officer 	 



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	 	NEWCO 1454 SWEDEN AB UNDER CHANGE OF NAME TO HALO INVESTMENT GROUP AB

 	 
	 	/s/ Claes Jonsson
 	 
	 	Name:  	Claes Jonsson 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	     /s/ Bart Denny
 	 
	 	Name:  	Bart Denny 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	     /s/ Bernard Clark
 	 
	 	Name:  	Bernard Clark 	 
	 	 	 



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