Exhibit 10.28 Agreement, Consent and Waiver








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 Shareholder’s 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.

SCC’s 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