ex10_1.htm


    
      

    

    Exhibit
10.1

    


    SHARE
EXCHANGE AGREEMENT

    


    


    This SHARE EXCHANGE AGREEMENT, dated as
of November 7, 2008 (this “Agreement”), is between Secured Digital Applications,
Inc., a Delaware corporation (“SDGL”), and Lim Soon Hock (the
“Shareholder”).

    


    WITNESSETH:

    


    WHEREAS,
the Shareholder owns 10,000,000 shares of common stock, $0.00001 par value per
share (the “Shares”), of SDGL;

    


    WHEREAS, the Shareholder desires to
exchange the Shares for shares of Series C Convertible Preferred Stock, $.10 par
value per share, of SDGL with the rights and preferences memorialized in the
attached Certificate of Designation (“SDGL Series C”);

    


    WHEREAS, the Board of Directors of SDGL
deem it advisable and in the best interests of SDGL to consummate the
transactions contemplated by this Agreement upon the terms and conditions set
forth herein;

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants and agreements set forth herein and in reliance upon
the undertakings, representations, warranties and indemnities contained herein,
SDGL, and the Shareholder hereby agree as follows:

    


    ARTICLE
1

    EXCHANGE
OF SHARES; CLOSING

    


    Section 1.1    Sale of
Shares.  Subject to the terms and conditions herein stated, the
Shareholder agree at the Closing to exchange with full title guarantee,
transfer, assign and deliver to SDGL, and SDGL agrees to acquire from the
Shareholder, the Shares, free and clear of any and all liens.

    


    Section
1.2            Consideration.  In
consideration for its acquisition of the Shares, SDGL agrees at the Closing to
issue and deliver an aggregate of 100,000 shares of SDGL Series C (the “New
Shares”) to the Shareholder.

    


    Section
1.3            Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place simultaneously with the execution and delivery hereof at the offices
of SDGL or such other place as the parties may agree.

    


    Section
1.4            Deliveries at
Closing.  At the Closing:

    


    (a)           SDGL
shall deliver to the Shareholder:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              stock
      certificate, registered in the name of the Shareholder or the
      Shareholder’s designee, representing the New
  Shares;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              resolutions
      of SDGL’s board of directors authorizing this Agreement and the
      transactions contemplated hereby;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Certificate
      of Designation for the Series C Convertible Preferred
  Stock

            


    

    


    (b)           the
Shareholder shall deliver to SDGL:

    


    
      	
               
      

            	
              (i)

            	
              the
      Shares with stock power, signed by the individual Shareholder, which shall
      transfer to SDGL good title to the Shares free and clear of all
      Liens;

            


    

    


    


    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES OF SHAREHOLDER

    


    The Shareholder represent and warrant
to SDGL as of the date hereof as follows:

    


    Section
2.1             Ownership.

    


    (a)           The
Shareholder is the sole record and beneficial owner of the
Shares.  The Shareholder has good and marketable title to the Shares
and the absolute right to deliver the Shares in accordance with the terms of
this Agreement, free and clear of all Liens.  The transfer of the
Shares to SDGL in accordance with the terms of this Agreement transfers good and
marketable title to the Shares to SDGL free and clear of all liens,
restrictions, rights, options and claims of every kind.

    


    Section
2.2.            Investment
Representation.  The Shareholder acknowledges that the New
Shares are restricted securities, that such Shareholder is acquiring the New
Shares for his own account with the present intention of holding the New Shares
for purposes of investment and not with a view to distribution within the
meaning of the Securities Act of 1933, as amended and that the New Shares will
bear a legend to such effect.  The Shareholder has relied solely on
his independent investigation in making the decision to purchase the New
Shares.

    


    Section
2.3              No Other Representations or
Warranties.  Except as set forth above in this Section 2, no
other representations or warranties of any kind, express or implied, are made in
this Agreement by the Shareholder to SDGL.

    


    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES OF SDGL

    


    SDGL represents and warrants to the
Shareholder as of the date hereof as follows:

    


    Section
3.1             Organization.  SDGL
is a corporation duly organized, validly existing and in good standing under the
laws of Delaware and has all requisite corporate power and authority to own its
properties and carry on its business as now being conducted.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
3.2             Capitalization.  As
of the date of this Agreement, the authorized capital stock of SDGL consists of
350,000,000 shares of common stock, $.00001 par value per
share,   of which 143,976,314 are issued and outstanding, and
1,000,000 shares of preferred stock of which 100,000 shares are
outstanding.

    


    Section
3.3             Authority;
Enforceability.  SDGL has the requisite corporate power and
authority to execute and deliver this Agreement and to carry out its obligations
hereunder.  The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of SDGL and no other
corporate proceedings on the part of SDGL are necessary to authorize this
Agreement or to consummate the transactions so contemplated.  This
Agreement has been duly executed and delivered by SDGL and constitutes a valid
and binding obligation of SDGL, enforceable against SDGL in accordance with its
terms, except as (a) enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, moratorium or similar laws from time to time in
effect affecting creditors’ rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability.

    


    Section
3.4             Third Party
Consents.  No consent, authorization, order or approval of, or
filing or registration with, any governmental authority or other person is
required for the execution and delivery of this Agreement or the consummation by
SDGL of any of the transactions contemplated hereby.

    


    Section
3.5             SDGL Series
C.  All shares of SDGL Series C to be issued pursuant to this
Agreement will be, when issued, duly authorized, validly issued, fully paid and
non-assessable.

    


    Section
3.6             No Other Representations or
Warranties.  Except as set forth above in this Section 3, no
other representations or warranties, express or implied, are made in this
Agreement by SDGL to the Shareholder.

     

    MISCELLANEOUS

    


    Section
4.1             Survival of Representations,
Warranties and Agreements. The representations, warranties, covenants and
agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Closing and shall not be limited or affected by any
investigation by or on behalf of any party hereto.

    


    Section
4.2.            Further
Assurances.  Each of SDGL, and the Shareholder will use its,
his or her, as the case may be, best efforts to take all action and to do all
things necessary, proper or advisable on order to consummate and make effective
the transactions contemplated by this Agreement.

    


    Section
4.3             Entire Agreement; No Third
Party Beneficiaries.  This Agreement (including the documents,
exhibits and instruments referred to herein) (a) constitutes the entire
agreement and supersedes all prior agreements, and understandings and
communications, both written and oral, among the parties with respect to the
subject matter hereof, and (b) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Section
4.4             Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware without regard to any
applicable principles of conflicts of law.

    


    Section
4.5             Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the
same document.

    


    Section
4.6             Amendment and
Modification.  This Agreement may not be amended or modified
except by an instrument in writing signed by each of the parties
hereto.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
themselves or by their respective duly authorized officers as of the date first
written above.

    


    


    
      
        
          
            
              
                
                  	 
      	SECURED
      DIGITAL APPLICATIONS, INC.	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                          By:

                        	
                          /s/  Valerie Looi

                        	 
	 
      	 
      	
                          Name:  Valerie
      Looi

                        	 
	 
      	 
      	
                          Title:  Secretary

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                          By:

                        	
                          /s/ Lim Soon Hock

                        	 
	 
      	 
      	
                          Lim
      Soon Hock

                        	 


                

              

            

          

        

      

    

     

     

    
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