UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2022

I-ON DIGITAL CORP.
  (Exact Name of Registrant as Specified in its Charter)

Delaware
000-54995
46-3031328
(State of Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

15, Tehran-ro 10-gil, Gangam-gu, Seoul, 06234 Korea
(Address of principal executive offices)

Registrant’s telephone number, including area code: +82-2-3430

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.0001 par value per share
IONI
OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 1.01.
Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 28, 2022, I-On Digital Corp. (the “Company,” “we,” “us” or “our”) entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with I-ON Acquisition Corp., a Florida corporation (“IAC”). Pursuant to the terms of the Purchase Agreement, IAC acquired 3,000 shares of a newly created Series A Convertible Preferred Stock, par value $0.0001 per share  (the “Series A Preferred”) for proceeds in the amount of $250,000 (the “Subscription Amount”) in the form of a promissory note (the “Note”) which is secured by the pledge of the Series A Shares, the Series B Shares (as defined herein) and other assets of IAC in a Stock Pledge and Escrow Agreement (the “Pledge Agreement”).  Each Series A Preferred Share is convertible into Ten Thousand (10,000) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of One Hundred (100) votes per share of Series A Preferred.

Also on September 28, 2022, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with certain Purchasers (the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6,000 shares of a newly created Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”), in exchange for the Purchasers’ rights and title to certain assets of the Purchasers described in the Contribution Agreement. Each Series B Preferred Share is convertible into One Thousand (1,000) shares of Common Stock and entitled to vote on matters as to which holders of the Common stock shall be entitled to vote at a rate of One Thousand (1,000) votes per Series B Preferred Share.

Following the consummation of the transactions set forth in the Purchase Agreement and the Contribution Agreement, and the spin-off of the Company’s operating subsidiary, I-On Communications Co., Ltd. (“Communications”), as descried further herein, the Company adopted the operations of IAC of providing funding and complimentary services, including hashing power, to mine bitcoin.

The Company’s officers and directors will not resign, and IAC’s management will not be appointed until the Note is paid in full.

The forgoing descriptions of the terms and conditions of the Purchase Agreement, the Contribution Agreement, the Note and the Pledge Agreement are only a summary and are qualified in their entirety by the full text of the Purchase Agreement, the Contribution Agreement, the Note and the Pledge Agreement, copies of which are filed as Exhibit 10.1, 10.2, 10.3 and 10.4 respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

Spin-Off of I-On Communications Co., Ltd.

On September 29, 2022, the Company effectuated an Equity Transfer Agreement (the “Spin-Off Agreement”) among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of the Company’s Common Stock held by Jae Cheol Oh and HongRae Kim, the Company’s principal executive officer and members of the Board of Directors (the “Spin-Off”) .  Pursuant to the Spin-Off Agreement, in addition to acquiring all of the outstanding capital stock of Communications, JFJ will assume all responsibilities for any debts, obligations and liabilities of Communications and acquire all rights to any assets of Communications, including, but not limited to, the Subscription Amount.

As a result of the Spin-Off, Communications ceased being a subsidiary of the Company.

The foregoing description of the Spin-Off Agreement does not purport to be complete. For an understanding of its terms and provisions, reference should be made to the Spin-Off Agreement attached as Exhibit 10.5 to this Current Report on Form 8-K.


Item 3.02.
Unregistered Sales of Equity Securities.
 
The information required by this Item 3.02 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 3.02. The shares of Series A Preferred Stock  and Series B Preferred Stock issued to Purchasers pursuant to the Series A Agreement and Series B Agreement were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.
 
Item 5.01
Changes in Control of Registrant.
 
The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.01.

Item 9.01.
Financial Statements and Exhibits.

Exhibit No.

Description
 
 

Series A Preferred Securities Purchase Agreement, dated as of September 28 2022

Series B Preferred Securities Contribution Agreement, dated as of September 28 2022

Promissory Note dated September 28, 2012

Stock Pledge and Escrow Agreement dated September 28, 2022

Equity Transfer Agreement among I-ON Digital Corp., I-On Communications Co., Ltd. and JFJ Digital Corp.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2022
I-ON DIGITAL CORP.




By:
/s/ Jae Cheol Oh

 
Name:
Jae Cheol Oh

 
Title:
Chief Executive Officer




Exhibit 10.1

SECURITIES PURCHASE AGREEMENT
 
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2022, by and between I-ON Digital Corp., a Delaware corporation (the “Company”), and the I-ON Acquisition Corp., a Florida corporation (the “Purchaser”, and together with the Company, the “Parties”).
 
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
 
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agrees as follows:
 
1.          Agreement to Purchase and Sell.  Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, 3,000 shares (the “Shares”) of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) at the price of $83.33 per share of Series A Preferred. The Purchaser shall deliver to escrow account of counsel of the Company (the “Escrow Agent”), via wire transfer immediately available funds equal to the purchase price of Two Hundred Fifty Thousand Dollars ($250,000) (the “Purchase Price”).  The Purchase Price shall be payable according to the terms and conditions set forth in Section 2 herein.

2.           Payment Terms. At the Closing (the “Closing”), the Escrow Agent shall release the Purchase Price to the Company and the Company shall deliver the certificate(s) representing the Shares to the Purchaser.

3.           Representations and Warranties of Company.  Company hereby represents and warrants to Purchaser that the statements in the following paragraphs of this Section 3 are all true and complete as of the date hereof, and shall be true and correct as of the Closing:

(a)          Corporate Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.

(b)         Restrictions. The Shares being purchased by Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The issuance of the Shares is not subject to the preemptive rights of any stockholders or other person or entity.


(c)         Consent. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement.

(d)         No Default. The Company is not in violation or default of any provision of the Company’s  certificate of incorporation (the “Certificate”) or bylaws (the “Bylaws”), or in any material respect of any instrument, judgment, order, writ, decree, privacy policy or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision of any federal or state statute, rule or regulation applicable to the Company (including, without limitation, those related to privacy, personally identifiable information or export control).  The execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby will not result in any such violation or default or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

4.           Purchaser Representations.  In connection with the purchase of the Shares, Purchaser represents and warrants to to the Company the following:

(a)          Investment Purpose. Without limiting the Purchaser’s right to sell the Securities, the Purchaser is purchasing the Securities, and will be acquiring the Securities, for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.

(b)          Accredited Investor Status. Purchaser is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Securities.

(c)         Reliance on Exemptions. Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

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(d)          Information. Purchaser and its advisors have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Purchaser. Purchaser and its advisors have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, Purchaser has also had the opportunity to obtain and to review all of the Company’s filings with the Securities and Exchange Commission, including, but limited to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Forms 10-Q and 10-Q/A (if applicable) for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2021, including the financial statements included therein (the “SEC Documents”).

(e)         Investment Risk. Purchaser understands that its investment in the Securities involves a high degree of risk, including the risk of loss of the Purchaser’s entire investment, and including, but not limited to the following: (a) the Company remains an early stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Purchaser may not be able to liquidate its investment; (d) transferability of the Securities is extremely limited; (e) in the event of a disposition, the Purchaser could sustain the loss of its entire investment; (f) the Company has not paid any dividends on its Common Stock since its inception and does not anticipate paying any dividends in the foreseeable future; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Securities.

(f)          Governmental Review. Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

(g)        Organization; Authorization. If an entity, Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. This Agreement and the other Transaction Documents have been duly and validly authorized, executed and delivered on behalf of the Purchaser and create a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally.

(h)         Residency. The state in which any offer to purchase shares hereunder was made to or accepted by Purchaser is the state shown as the Purchaser’s address contained herein.

(i)           Risk Factors. The risk factors that the Company discloses in its filings with the U.S. Securities and Exchange Commission are hereby incorporated by reference.

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5.           Closing Conditions

(a)          Closing. Promptly upon the execution and delivery of this Agreement, and upon satisfaction of all of the conditions set forth in Section 6 and 7 herein, (A) the Company shall deliver to the Purchaser the Shares and (B) the Purchaser shall deliver to the Company the Purchase Price.

(b)          Location and Time of Closings. Each Closing shall be deemed to occur on the related Closing Date at the office of the Company’s counsel, McCarter & English, LLP, Two Tower Center Boulevard, 24th Floor, East Brunswick, NJ and shall take place no later than 5:00 P.M., New York time, on such day or such other time as is mutually agreed upon by the Company and the Purchaser.

6.           Conditions to the Company’s Obligation to Sell.

The Company’s obligation to sell the Shares to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon:
 
(a)         Purchase Price; Expenses. The Purchaser shall have wired to the Escrow Agent good funds as payment in full of the Purchase Price for the Shares and the expenses set forth in the Letter of Intent between the Company and the Purchaser dated September 1, 2022 (the “LOI”) prior to the Closing;

(b)         Representations and Warranties; Covenants. The accuracy on the Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser required to be performed on or before such date; and

(c)          Laws and Regulations; Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

7.           Conditions to the Purchaser’s Obligation to Purchase.

The Purchaser’s obligation to purchase the Series A Shares at Closing is conditioned upon:
 
(a)          Certificate of Designation. The Certificate of Designation of Rights and Preferences of the Series A Convertible Preferred Stock shall have been filed with the Secretary of State of Delaware.

(b)         Representations and Warranties; Covenants. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;

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8.           Miscellaneous.
 
(a)         Governing Law.  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

(b)         Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(c)          Amendments and Waivers.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d)        Successors and Assigns.  Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.  The Company may assign any of its rights and obligations under this Agreement.  No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

(e)         Notices.  Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

(f)         Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g)        Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

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(h)          Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.

(i)          Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means.  Purchaser hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

[Signature page to follow]

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.


COMPANY:

   

I-ON DIGITAL CORP.


 

By:




Name: JAE CHEOL OH


Title: Chief Executive Officer


 

PURCHASER:




I-ON ACQUISITION CORP.




By:




Name:  Frank Rizzo


Title: Principal




Exhibit 10.2

CONTRIBUTION AGREEMENT
 
This Contribution Agreement (this “Agreement”) is dated as of September 28, 2022, by and between I-ON Digital Corp., a Delaware corporation (the “Company”), and the Purchasers set forth on the signature page hereto (the “Purchasers”, and together with the Company, the “Parties”).
 
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
 
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agrees as follows:
 
1.           Agreement to Purchase and Sell.  Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agrees to purchase, 6,000 shares (the “Shares”) of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred”) to the Purchasers in the denominations set forth on the Schedule A. In consideration for the purchase of the Shares, the Purchasers, at the Closing (as defined herein) shall assign all of their rights and title to the assets set forth opposite each Purchaser’s name on the Schedule A.

2.           Payment Terms. At the Closing (the “Closing”), the Purchasers shall transfer and assign the Assets to the Company and the Company shall deliver the certificate(s) representing the Shares to the Purchaser.

3.           Representations and Warranties of Company.  Company hereby represents and warrants to Purchaser that the statements in the following paragraphs of this Section 3 are all true and complete as of the date hereof, and shall be true and correct as of the Closing:

(a)           Corporate Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.

(b)          Restrictions. The Shares being purchased by Purchaser hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The issuance of the Shares is not subject to the preemptive rights of any stockholders or other person or entity.


(c)          Consent. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement.

(d)          No Default. The Company is not in violation or default of any provision of the Company’s  certificate of incorporation (the “Certificate”) or bylaws (the “Bylaws”), or in any material respect of any instrument, judgment, order, writ, decree, privacy policy or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision of any federal or state statute, rule or regulation applicable to the Company (including, without limitation, those related to privacy, personally identifiable information or export control).  The execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby will not result in any such violation or default or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

4.           Purchaser Representations.  In connection with the purchase of the Shares, Purchaser represents and warrants to to the Company the following:

(a)           Investment Purpose. Without limiting the Purchaser’s right to sell the Securities, the Purchaser is purchasing the Securities, and will be acquiring the Securities, for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.

(b)          Accredited Investor Status. Purchaser is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Securities.

(c)          Reliance on Exemptions. Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

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(d)          Information. Purchaser and its advisors have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Purchaser. Purchaser and its advisors have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, Purchaser has also had the opportunity to obtain and to review all of the Company’s filings with the Securities and Exchange Commission, including, but limited to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Forms 10-Q and 10-Q/A (if applicable) for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2021, including the financial statements included therein (the “SEC Documents”).

(e)          Investment Risk. Purchaser understands that its investment in the Securities involves a high degree of risk, including the risk of loss of the Purchaser’s entire investment, and including, but not limited to the following: (a) the Company remains an early stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Purchaser may not be able to liquidate its investment; (d) transferability of the Securities is extremely limited; (e) in the event of a disposition, the Purchaser could sustain the loss of its entire investment; (f) the Company has not paid any dividends on its Common Stock since its inception and does not anticipate paying any dividends in the foreseeable future; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Securities.

(f)           Governmental Review. Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

(g)         Organization; Authorization. If an entity, Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. This Agreement and the other Transaction Documents have been duly and validly authorized, executed and delivered on behalf of the Purchaser and create a valid and binding agreement of the Purchaser enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally.

(h)          Residency. The state in which any offer to purchase shares hereunder was made to or accepted by Purchaser is the state shown as the Purchaser’s address contained herein.

(i)           Risk Factors. The risk factors that the Company discloses in its filings with the U.S. Securities and Exchange Commission are hereby incorporated by reference.

(j)           Title to Assets.  Purchasers own the Assets, beneficially and of record, free and clear of any lien, pledge, charge or other encumbrance, and Purchasers have the full power and authority to convey all of their respective Assets to the Company free and clear of any lien, pledge, charge or other encumbrance of any sort.  Upon issuance of the Shares for the payment of the purchase price for the Shares, the Company will acquire good and valid title to the Assets, free and clear of any lien, pledge, charge or other encumbrance of any sort.

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5.           Closing.

(a)           Closing. Promptly upon the execution and delivery of this Agreement, and upon satisfaction of all of the conditions set forth in Section 6 and 7 herein, (A) the Company shall deliver to the Purchaser the Shares and (B) the Purchaser shall deliver to the Company the Purchase Price.

(b)          Location and Time of Closings. Each Closing shall be deemed to occur on the related Closing Date at the office of the Company’s counsel, McCarter & English, LLP, Two Tower Center Boulevard, 24th Floor, East Brunswick, NJ and shall take place no later than 5:00 P.M., New York time, on such day or such other time as is mutually agreed upon by the Company and the Purchaser.

6.             Conditions to the Company’s Obligation to Sell.

The Company’s obligation to sell the Shares to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon:
 
(a)           The Company shall have consummated a Securities Purchase Agreement with I-ON Acquisition Corp. dated September 6, 2022 for the purchase of 3,000 shares of the Company’s Series A Convertible Preferred Stock.

(b)          Representations and Warranties; Covenants. The accuracy on the Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser required to be performed on or before such date; and

(c)           Laws and Regulations; Consents and Approvals. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

7.           Conditions to the Purchaser’s Obligation to Purchase.

The Purchaser’s obligation to purchase the Series B Shares at Closing is conditioned upon:
 
(a)           Certificate of Designation. The Certificate of Designation of Rights and Preferences of the Series B Convertible Preferred Stock shall have been filed with the Secretary of State of Delaware.

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(b)          Representations and Warranties; Covenants. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;

8.             Miscellaneous.
 
(a)          Governing Law.  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

(b)          Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(c)          Amendments and Waivers.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d)         Successors and Assigns.  Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.  The Company may assign any of its rights and obligations under this Agreement.  No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

(e)          Notices.  Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

(f)          Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

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(g)         Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h)          Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.

(i)          Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means.  Purchaser hereby consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

[Signature page to follow]

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
 

COMPANY:

   

I-ON DIGITAL CORP.

   

By:

 

 
Name: JAE CHEOL OH

 
Title: Chief Executive Officer


PURCHASERS:

 

 



ARCHER ONE, INC.
Number of Shares: 2,000

ED RUE
Number of Shares: 750


 
 






DAVID NEIFELD
Number of Shares: 750

DEBRA MASSARI
Number of Shares: 500


 
 

 
 

PROGRESSIVE MEDIA GROUP
Number of Shares: 2,000




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Exhibit 10.3

PROMISSORY NOTE
 
Issuance Date: September 28, 2022
 
I-ON Acquisition Corp., a Florida corporation, (the “Maker”), for value received, hereby promises to pay to I-ON Communications, Ltd., a Korean Company (the “Holder” and collectively with the Maker, the “Parties”) the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), as provided herein.
 
1.           Payment of Principal; Maturity Date.  This Secured Promissory Note (this “Note”) has been issued to the Holder in exchange for the above stated principal amount in cash paid to the Maker on or prior to the Issuance Date of this Note, as stated above. The principal amount of this Note shall be due and payable on the earlier of: thirty (30) days from the Issuance Date; or the filing of the Definitive Information Statement by I-ON Digital Corp. (the “Company”) for the ratification of the spinoff of the Company’s subsidiary I-ON Communications, Ltd. and the reverse split of the Company’s common stock (the “Maturity Date”).
 
2.            Interest.  There will be no interest on this Note.
 
3.          Payments.  All payments under this Note shall be made to the Holder by wire transfer.  All payments shall be applied first to the payment of all fees and expenses due to the Holder under this Note, then to any accrued interest, and the balance on account of the outstanding principal. Whenever any payment under this Note falls due on a day that is not a business day, such payment may be made on the next succeeding business day.
 
4.            Prepayments.  The Maker may from time to time at its election prepay the principal amount of this Note (in whole or in part) without premium or penalty of any kind.
 
5.            Events of Default.
 
(a)          The occurrence of any of the following events shall constitute an event of default (an “Event of Default”) under this Note:

(i)          the Maker shall fail to make any payment of principal or interest due hereunder within ten (10) days of the due date of such payment;
(ii)        the Maker shall commence any case or proceeding seeking to have an order for relief entered on its behalf as debtor or to adjudicate it as bankrupt or insolvent; or
(iii)       an involuntary case or other proceeding shall be commenced against the Maker with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or similar official of it or any substantial part of its property; and such case or proceeding (i) results in the entry of an order for relief or a similar order against it or (ii) shall continue unstayed and in effect for a period of 60 consecutive days; or

(b)          Upon the occurrence of an Event of Default, the unpaid principal balance of this Note and accrued interest on this Note shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Maker.

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6.          Amendments and Waivers.  This Note may not be changed, amended, modified or discharged orally, but only by a written instrument signed by the Holder or its assign and the Maker, and may be waived only by an instrument in writing signed by the party waiving compliance.
 
7.           Collateral Security.  This Note is a secured obligation of the Maker. This Note is secured in part by that certain Escrow and Pledge Agreement dated the date hereof (the “Collateral Pledge Agreement”) between the Maker and the Holder to which reference may be had for a description of the rights, obligations, liabilities and restrictions of the Maker and the Holder.
 
8.           Set-off, Reductions.  The Maker may hold-back, set-off against or reduce amounts otherwise due or outstanding under this Note with respect to a claim for indemnification and such properly held-back, set-off or reduced sum shall not bear interest, give rise to a violation of or violate the Holder’s rights or remedies under this Note or provide any rights or remedies to the Holder.  In the event the Maker sets-off against or reduces the principal amount of this Note pursuant to the rights provided in this paragraph, notwithstanding anything in this Note, the principal amount of this Note shall be so permanently reduced.
 
9.           Miscellaneous.
 
(a)           If the Holder prevails in a lawsuit to collect on this Note, the Maker will pay the Holder’s costs and lawyer’s fees in an amount the court finds to be reasonable.  These costs will be added to the outstanding principal and will become immediately due.
 
(b)          This Note and the transactions contemplated hereby, and all disputes among the parties under or related to the Note or the facts and circumstances leading to its execution, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the State of Delaware’s principles of conflicts of law.
 
(c)          THE MAKER AND THE HOLDER (BY THE HOLDER’S ACCEPTANCE OF THIS NOTE) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE.
 
(d)        TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAKER HEREBY WAIVES PRESENTMENT AND DEMAND FOR PAYMENT, NOTICE OF DISHONOR, NOTICE OF INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, PROTEST AND NOTICE OF PROTEST AND NON-PAYMENT, AND ALL OTHER DEMANDS OR NOTICES OF ANY KIND IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT, DISHONOR OR ENFORCEMENT OF THIS NOTE.
 
(e)           If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.
 
(f)          This Note and the rights and privileges hereunder may not be assigned sold, pledged or otherwise transferred by the Holder without the prior written consent of the Maker.  The Maker shall have no right to assign this Note or its duties, obligations, responsibilities and liabilities under this Note to any party at any time without the prior written consent of the Holder.
 
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(g)          Anything in this Note to the contrary notwithstanding, this Note shall be binding upon and inure to the benefit of the Maker and the Holder and each of their respective permitted successors and assigns.
 
(h)          After all principal and accrued interest, if any, at any time owed on this Note has been paid in full, this Note shall be surrendered to the Maker for cancellation and shall not be reissued.
 
IN WITNESS WHEREOF, the Maker has executed this Note as of the date first written above.
 
I-ON ACQUISITION CORP.
 
By:



Name:  Frank Rizzo

Title: Principal


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Exhibit 10.4

STOCK PLEDGE AND ESCROW AGREEMENT

THIS STOCK PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of September 28, 2022 is made by and between the signatories set forth on the signature page hereof (the “Pledgors”) and I-ON Communications, Ltd., a Korean company (the “Company”). All capitalized terms used herein without definitions shall have the respective meanings ascribed to them in the Note of even herewith by and between the Company and I-ON Acquisition Corp., a Florida corporation (the “Purchaser”)(the “Note”).
 
RECITALS
 
A. Pledgors, upon full and final payment of the Note and the Expenses (as hereinafter defined), will be the legal and beneficial owners of the Pledged Shares (as hereinafter defined) hereby pledged by Pledgors.
 
B. Pursuant to the Promissory Note issued by the Purchaser to the Company (as amended or modified from time to time, the “Note”), the Company has made a $250,000 loan (the “Loan”) to Pledgor.
 
C. In order to secure the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of the Note and to secure all of the Company’s Obligations (as hereinafter defined) to the Company, the Pledgors have agreed to irrevocably pledge to the Company the Pledged Shares (as hereinafter defined).
 
AGREEMENTS

In consideration of the recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgors hereby agrees with the Company, as follows:

1. Defined Terms. All terms defined in the Uniform Commercial Code in effect from time to time in the State and used herein shall have the same definitions herein as specified therein; provided, however, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9. As used herein, the following terms have the following meanings:

Code” means the Uniform Commercial Code from time to time in effect in the State.
 
Collateral” means the Pledged Shares, and any and all Clear TV Media USA Inc. DL-Notes 2019(29) Bonds (the “Bonds”) owned by the Pledgor, and all Proceeds.
 
Issuer” means I-ON Digital Corp., a publicly-owned Delaware corporation.

Obligations” shall mean (a) the principal of, and interest on, the Note, and any renewal, extension or refinancing thereof; (b) the Expenses; and (c) any and all other debts, liabilities and obligations of Pledgor to the Company pursuant to the Transaction Documents.
 
Pledged Shares” means the membership interests, shares of capital stock or other equity interests listed on Schedule 1 hereto, together with all membership or stock certificates, options or rights of any nature whatsoever that may be issued or granted by Issuer to Pledgor in respect of the Pledged Shares while this Agreement is in effect.
 
Proceeds” means all “proceeds” as such term is defined in Section 9-102 of the Code and shall include, without limitation, all dividends or other income from the Pledged Shares and the Bonds, collections thereon, or distributions with respect thereto.
 
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Securities Act” means the Securities Act of 1933, as amended.
 
State” means the State of New York.
 
Transaction Documents” means this Agreement, the Securities Purchase Agreement between the Purchaser and the Issuer dated September 28, 2022, the Contribution Agreement between the Issuer and the signatories thereto dated September 28, 2022, and the Letter of Intent between the Purchaser and the Issuer dated September 1, 2022.
 
2. Pledge; Grant of Security Interest. Pledgors hereby grant to the Company a first priority security interest in the Collateral as security for the prompt and complete performance of all of the Obligations. Pledgors hereby asserts that this Agreement is not in conflict with the bylaws of the Company.
 
3. Escrow of Pledged Shares. Simultaneously with the execution of the Transaction Documents, the Pledgors hereby deliver to McCarter & English, LLP (“the Escrow Agent”) certificates representing the Pledged Shares, together with duly executed stock powers or other appropriate transfer documents executed in blank by the Pledgors. Such stock certificates shall be held by the Escrow Agent until released pursuant to the terms of Section 4 below.
 
4. Release of Pledged Shares from Escrow. Upon the payment of all amounts due to the Company under the Note and the expenses set forth in the Securities Purchase Agreement between the Purchaser and the Issuer dated September 28, 2022 and the Letter of Intent between the Purchaser and the Issuer dated September 1, 2022 (the “Expenses”), all in accordance with their terms, the Company and Pledgors shall jointly notify the Escrow Agent to such effect in writing. Upon receipt of such written notice, the Escrow Agent shall return to the Pledgors the certificates representing the Pledged Shares, whereupon any and all rights of the Company in the Pledged Shares shall be terminated. Notwithstanding anything to the contrary contained herein, upon the payment of all the Obligations due to the Company under the Transaction Documents, in accordance with their terms, the Company’s security interest and rights in and to the Pledged Shares shall terminate.

5. Concerning the Escrow Agent.

(a) Disputes. If any dispute arises with respect to the Pledged Shares or this Agreement, or if any disagreements arise among the parties hereto with respect to the interpretation of this Agreement, or concerning their rights and obligations hereunder, or the propriety of any action contemplated by the Escrow Agent hereunder, or if the Escrow Agent in good faith is in doubt what action should be taken hereunder, the Escrow Agent shall not be obligated to resolve the dispute or disagreement or to release the Pledged Shares, but may commence an action in the nature of an interpleader and seek to deposit the Pledged Shares with a court of competent jurisdiction, and thereby be discharged from any further duty or obligation with respect to the Pledged Shares. Upon the interpleader action being properly brought, all parties being joined and the Pledged Shares being deposited with the court, the Escrow Agent shall be discharged from any obligations accruing thereafter with respect to the Pledged Shares. The Escrow Agent, in its sole discretion, may, in lieu of filing such action in interpleader, elect to cease performance under this Agreement in connection with any instruction or notice received regarding the release of the Pledged Shares until the Escrow Agent has received: (a) a written notice of resolution of such dispute or disagreement signed by the parties to such dispute or disagreement, or (b) a certified copy of a final judgment of a court of competent jurisdiction, provided, however, that a certified copy of a final judgment shall serve as a valid determination only if the time for appeal has expired and no appeal has been perfected or all appeals have been exhausted or no right of appeal exists.

(b) Extent of Duties of Escrow Agent.
 
(i) The Escrow Agent shall be responsible only for performance of its duties as specified in this Agreement, and no implied covenants, duties or obligations shall bind or be enforceable against the Escrow Agent. The Escrow Agent shall not be liable to any person or entity for any act or failure to act unless due to the Escrow Agent’s willful misconduct.
 
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(ii) Subject to Section 5(b)(i) hereof, the Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or administered in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting in good faith upon any order, notice, demand, certificate, advice of counsel (including counsel selected by the Escrow Agent), statement, instrument, report or other document (not only as to its due execution and the validity and effectiveness thereof, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed by the proper person or persons.
 
(iii) Pledgors and the Company shall indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, damages, losses, or any other expenses, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement, including but not limited to any and all damages, costs, losses and other expenses, including reasonable attorneys’ fees and expenses, resulting from or arising in connection with any action, suit, or proceeding incident to the Escrow Agent’s acting as such hereunder, unless such action, suit or proceeding relates to the Escrow Agent’s willful misconduct.
 
(c) Conflict Waiver. THE PLEDGORS HEREBY ACKNOWLEDGES THAT THE ESCROW AGENT IS ACTING AS LEGAL COUNSEL TO THE COMPANY AND THE ISSUER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED AND REFERRED TO HEREIN. THE PLEDGORS AGREES THAT IN THE EVENT OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY TRANSACTION OR AGREEMENT CONTEMPLATED AND REFERRED TO HEREIN, THE ESCROW AGENT SHALL BE PERMITTED TO CONTINUE TO REPRESENT THE COMPANY AND THE ISSUER AND THE PLEDGOR WILL NOT SEEK TO DISQUALIFY SUCH COUNSEL AND WAIVES ANY OBJECTION PLEDGORS MIGHT HAVE WITH RESPECT TO THE ESCROW AGENT ACTING AS THE ESCROW AGENT PURSUANT TO THIS AGREEMENT AND LEGAL COUNSEL TO THE COMPANY.

6. Representations and Warranties. Pledgors represents and warrants that:

(a) all the shares of such Pledged Shares have been duly and validly issued and upon payment of the Obligations by the Pledgors will be fully paid and nonassessable;
 
(b) Pledgors are the record and beneficial owner of, and has good and marketable title to, such Pledged Shares, free of any and all liens or options in favor of, or claims of, any other person, except the security interest created by this Agreement; and
 
(c) upon either (i) the delivery to the Company of the stock or membership interest certificates evidencing such Pledged Shares and the stock or membership interest powers or (ii) the filing of a financing statement listing Purchaser as debtor and the Company as secured party and describing the Collateral, the security interest created by this Agreement will constitute a valid, perfected first priority security interest in the Collateral granted by Pledgors, enforceable in accordance with its terms against all creditors of Pledgors and any persons purporting to purchase any Collateral from Pledgors, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

7. Covenants. Pledgors covenant and agree with the Company that, from and after the date of this Agreement until the Obligations are performed in full:

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(a) If any Pledgor shall, as a result of its ownership of any Pledged Shares, become entitled to receive or shall receive any stock or membership interest certificate (including, without limitation, any certificate representing a stock or membership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of any Pledged Shares, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Company, hold the same in trust for the Company and deliver the same forthwith to the Company in the exact form received, duly indorsed by such Pledgor to the Company, if required, together with an undated stock or membership interest power covering such certificate duly executed in blank by such Pledgor, to be held by the Company, subject to the terms hereof, as additional collateral security for the Obligations of Pledgor. Any property distributed to such Pledgor upon or in respect of any Pledged Shares upon the liquidation, dissolution, recapitalization or reorganization of an Issuer, shall be delivered to the Company as additional collateral security for the Obligations of such Pledgor. If any property distributed in respect of any Pledged Shares shall be received by a Pledgor while an Event of Default exists, such Pledgor shall, until such property is delivered to the Company, hold the property in trust for the Company, segregated from other property of the Pledgor, as additional collateral security for the Obligations of Pledgor.

(b) Without the prior written consent of the Company, Pledgors shall not vote to enable, or take any other action to permit, an Issuer to issue any stock or membership interest or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or membership interest or other equity securities of any nature of an Issuer, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or create, incur or permit to exist any lien or option in favor of, or any claim of any person with respect to, any of the Collateral, or any interest therein, except for Pledgors and except for the security interests created by this Agreement. Pledgors will defend the right, title and interest of the Company in and to the Collateral against the claims and demands of all persons whomsoever.
 
(c) At any time and from time to time, upon the written request of the Company to Pledgors, and at their sole expense, Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Company may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Company, duly endorsed in a manner satisfactory to the Company, to be held as Collateral pursuant to this Agreement.
 
(d) Pledgors shall pay, and save the Company harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral granted by Pledgors or in connection with any of the transactions contemplated by this Agreement.

8. Voting Rights; Grant of Proxy. Pledgors shall not be permitted to exercise voting and related rights with respect to such Pledged Shares while any Obligations remain outstanding.  Until the Obligations are paid by the Pledgors as provided in the Transaction Documents, Pledgors hereby or thereby appoint, with respect to the Pledged Shares, Jae Cheol Oh, and any designee, and each of them individually, the Pledgors’ sole and exclusive proxy and attorneys-in-fact, with full power of substitution and re-substitution, to vote or act by written consent with respect to the Pledged Shares in respect to any matter put to the vote of the stockholders of the Issuer. This proxy is given to secure the performance of the duties of each Pledgor under the Transaction Documents. Each Pledgor shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy.
 
9. Rights of the Company. If an Event of Default shall occur and be continuing, the Company shall have the right to have any or all shares of Pledged Interests registered in its name or the name of its nominee, and the Company or its nominee may thereafter exercise all voting, related and other rights pertaining to such Pledged Shares at any meeting of members or shareholders of an Issuer or otherwise and any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or limited liability company structure of an Issuer, or upon the exercise by Pledgors or the Company of any right, privilege or option pertaining to such Pledged Shares, and in connection therewith, the right to deposit and deliver any and all of such Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Company may determine).
 
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The rights of the Company hereunder shall not be conditioned or contingent upon the pursuit by the Company of any right or remedy against an Issuer or any obligor or against any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. the Company shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Company be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgors or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.
 
10. Remedies; Sale Proceeds.

(a) If an Event of Default shall occur and be continuing, the Company may exercise, in addition to all other rights and remedies granted in this Agreement, all rights and remedies of a secured party under the Code as the Company deems advisable. Without limiting the generality of the foregoing, the Company, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgors, an Issuer, any obligor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Company or elsewhere upon such terms and conditions as it may deem advisable and at such prices as are commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk.
 
The Company shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Pledgors, which right or equity is hereby waived or released. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

(b) The Company shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Company hereunder, including, without limitation, attorneys’ fees and disbursements of counsel (including in-house counsel) to the Company, to the payment in whole or in part of the Obligations, as the Company may otherwise decide, and only after such application and after the payment by the Company of any other amount required by any provision of law, including, without limitation, Section 9-615(4)(a) of the Code, need the Company account for the surplus, if any, to Pledgors. To the extent permitted by applicable law, Pledgors waive all claims, damages and demands it may acquire against the Company and the Issuer arising out of the exercise by it of any rights hereunder, except such claims and damages arising out of the gross negligence or willful misconduct of the Company. Pledgors shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Obligations of Pledgors and the fees and disbursements of any attorneys employed by the Company to collect such deficiency.

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11. Private Sales.

(a) Pledgors recognize that the Company may be unable to effect a public sale of any or all the Pledged Shares, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgors acknowledge and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such private sale. the Company shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the applicable Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.
 
(b) Pledgors further agree to use their best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Shares pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law, except that Pledgors shall not be obligated to register the Pledged Shares under state or federal securities laws. Pledgors further agree that a breach of any of the covenants contained in this Section will cause irreparable injury to the Company, that the Company has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgors, and Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

12. Irrevocable Authorization and Instruction to Issuer. Pledgors hereby authorize and instruct the Issuer to comply with any instruction received by it from the Company in writing that (a) states that an Event of Default exists and (b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Pledgors, and Pledgors agree that Issuer shall be fully protected in so complying.
 
13. The Company’s Appointment as Attorney-in-Fact. Pledgors hereby irrevocably constitute and appoint the Company and any officer or agent of the Company, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Pledgors and in the name of Pledgors or in the name of the Company, from time to time in the discretion of the Company so long as an Event of Default exists, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer.
 
Pledgors hereby ratify all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this Section 13. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Obligations are performed in full.
 
14. Duty of the Company. The sole duty of the Company with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Company deals with similar securities and property for its own account. Neither the Company nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgors or any other person or to take any other action whatsoever with regard to the Collateral or any part thereof.
 
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15. Filing Financing Statements. Pledgors authorize the Company to file financing statements with respect to the Collateral without the signature of Pledgors in such form and in such filing offices as the Company reasonably determines appropriate to perfect the security interests of the Company under this Agreement.
 
16. Notices. All notices, requests and demands to or upon the Company, Pledgors or Issuer (to be delivered care of the Pledgors) to be effective shall be delivered in the manner set forth in the Note.
 
17. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
18. Amendments in Writing; No Waiver; Cumulative Remedies. the Company shall not by any act (except by a written instrument signed by the Company), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Company, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Company of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Company would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
 
19. Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
 
20. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of Pledgors and shall inure to the benefit of the Company and their successors and assigns.
 
21. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 
22. Consent to Jurisdiction and Venue. All actions or proceedings brought against Pledgors with respect to this Agreement may be brought only in courts of the State of New York and Pledgors consent to the jurisdiction of such courts. Pledgors waive any objection it may now or hereafter have to the venue of any such court and any right it may have now or hereafter have to claim that any such action or proceeding is in an inconvenient court.
 
23. WAIVER OF RIGHT TO JURY TRIAL. PLEDGORS AND THE COMPANY ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS PLEDGE AGREEMENT WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND, THEREFORE, PLEDGORS AND COMPANY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
 
(Signature page follows)

7

IN WITNESS WHEREOF, the undersigned has caused this Pledge and Escrow Agreement to be duly executed and delivered as of the date first above written.

I-ON COMMUNICATIONS LTD.
   
By:


 
Name: JAE CHEOL OH
 
Title: Chief Executive Officer

PLEDGORS:




 



I-ON ACQUISITION CORP.




   



By:




 
Name: Frank Rizzo

ED RUE

 
Title: Principal

   
 

 

 




 
DAVID NEIFELD

DEBRA MASSARI




 

PROGRESSIVE MEDIA, INC.

FX GROUP, INC.




 

By:

By:


Name: Pamela Cohen

  Name: Frank Weber
  Title:  President
  Title: President

Accepted and Agreed by:

ESCROW AGENT:
   
MCCARTER & ENGLISH, LLP
   
By:


 
Peter Campitiello, Partner

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SCHEDULE 1
TO PLEDGE AGREEMENT

DESCRIPTION OF PLEDGED SHARES


Issuer

Class of interest

No. of Shares Pledged

Holder

I-ON Digital Corp.

Series A Convertible
Preferred Stock

3,000

I-ON ACQUISITION CORP.

I-ON Digital Corp.

Series B Convertible
Preferred Stock

2,000

ARCHER ONE INC.

I-ON Digital Corp.

Series B Convertible
Preferred Stock

750

EDWIN RUE

I-ON Digital Corp.

Series B Convertible
Preferred Stock

750

DAVID NEIFELD

I-ON Digital Corp.

Series B Convertible
Preferred Stock

500

DEBRA MASSARI

I-ON Digital Corp.

Series B Convertible
Preferred Stock

2,000

PROGRESSIVE MEDIA
GROUP


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Exhibit 10.5

EQUITY TRANSFER AGREEMENT

EQUITY TRANSFER AGREEMENT, dated as of September 29, 2022 (this “Agreement”), by and among I-On Digital Corp., a Delaware corporation (the “Company”), JFJ Digital Corp., a Delaware corporation (the “Buyer”), Jae Cheol h, as representative of the certain shareholders of the, Company set forth on Schedule I hereto (the “Shareholders”) and I–On Communications Co. Ltd., a company organized under the laws of the Republic of South Korea (the “Subsidiary”).

RECITALS:

WHEREAS, Company is the owner of all of the issued and outstanding capital stock of the Subsidiary which it acquired pursuant to that certain Agreement and Plan of Merger and Reorganization dated December 8, 2017; and
 
WHEREAS, the Shareholders are the owners of 15,306,119 shares (the “Exchange Shares”) of the outstanding common stock, par value $0.0001 per share of the Company (the “Common Stock”);

WHEREAS, the Company has entered into to issue 3,000 shares of Series A Convertible Preferred Stock (the “Series A Stock”) pursuant to a Securities Purchase Agreement and 6,000 shares of Series B Convertible Preferred Stock (the “Series B Stock”) pursuant to which agreements (the “Purchase Agreements”) the Company shall change ownership, management, and its business focus following the consummation of the transactions set forth therein and in this Agreement wherein the Subsidiary will be spun-off to the Buyer (the “Spinoff”); and

WHEREAS, in connection with the Spinoff, the Buyer shall purchase all of the issued and outstanding shares of capital stock of the Subsidiary (the “Subsidiary Shares”) from Company, and assume, as between Company and Buyer, all responsibilities for any debts, obligations and liabilities of the Subsidiary, on the terms and subject to the conditions specified in this Agreement; and

WHEREAS, in connection with the Spinoff, the Company shall sell and transfer the Subsidiary Shares to Buyer, and assign, as between the Company and Buyer, all rights to any assets of the Subsidiary, on the terms and subject to the conditions specified in this Agreement.

WHEREAS, in connection with the Spinoff , the Shareholders shall sell and transfer to the Company the Exchange Shares to be retired by the Company, on the terms and subject to the conditions specified in this Agreement

NOW, THEREFORE, in consideration of the premises and the covenants, promises, and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows.


1.            ASSIGNMENT AND ASSUMPTION OF ASSETS AND LIABILITIES.

1.1 ASSIGNMENT OF ASSETS. Company hereby contributes, assigns, conveys and transfers to Buyer, and Buyer hereby receives, acquires and accepts, all assets and properties of the Subsidiary as of the Closing Date (as defined below).

1.2 ASSIGNMENT AND ASSUMPTION OF LIABILITIES. Company hereby assigns to Buyer, and Buyer hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations, including tax obligations, of the Subsidiary as of the Closing Date (as defined below), whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law or any rule or regulation of any governmental entity, or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of the Subsidiary, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof.

2.            EXCHANGE OF STOCK.

2.1 THE EXCHANGE. Subject to the terms and conditions provided below, on the Closing Date (as defined below), Company shall sell and transfer to Buyer and Buyer shall acquire from Company all the issued and outstanding Subsidiary Shares in exchange for the transfer and delivery by the Shareholders of the Exchange Shares.

2.2 CLOSING. The closing of the transactions contemplated in this Agreement (the “Closing”) shall take place as soon as practicable following the date hereof. The date on which the Closing occurs shall be referred to herein as the Closing Date (the “Closing Date”).

3.            CLOSING.

3.1 TRANSFER OF SHARES. At the Closing, the Company shall deliver to Buyer certificates representing the Subsidiary Shares, duly endorsed to Buyer, or as otherwise directed by Buyer, which delivery shall vest Buyer with good and marketable title to all of the issued and outstanding shares of capital stock of the Subsidiary, free and clear of all liens and encumbrances.  At the Closing, the Shareholders shall deliver to the Company certificates representing the Exchange Shares, duly endorsed to the Company, for retirement and cancelation by the Company, free and clear of all liens and encumbrances.

3.2 TRANSFER OF RECORDS. On or before the Closing Date, Company shall arrange for transfer to Buyer of all existing corporate books and records in Company’s possession relating to the Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, intellectual property, Internet domain names, personnel files and filings with governmental agencies; provided, however, that when any such documents relate to both Company and the Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and the Subsidiary shall transfer to Company all existing corporate books and records in the possession of Buyer or the Subsidiary relating to Company, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Company and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Company and the Subsidiary or its business, only copies of such documents need be furnished.


4.            BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Company that:

4.1 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

4.2 CAPACITY AND ENFORCEABILITY. Buyer has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute valid and binding agreements of Buyer, enforceable in accordance with their terms.

4.3 COMPLIANCE. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by Buyer will result in the breach of any term or provision of, or constitute a default under, or violate any agreement, indenture, instrument, order, law or regulation to which Buyer is a party or by which Buyer is bound.

4.4 LIABILITIES. Following the Closing, the Company will have no liability for any debts, liabilities or obligations of the Subsidiary or its business or activities, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Company directly or indirectly in relation to the Subsidiary or its business and that may survive the Closing.

5.           THE COMPANY’S AND SUBSIDIARY’S REPRESENTATIONS AND WARRANTIES. Company and Subsidiary, jointly and severally, represent and warrant to Buyer and the Shareholders that:

5.1 ORGANIZATION AND GOOD STANDING. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of South Korea.

5.2 AUTHORITY AND ENFORCEABILITY. The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Company and the Subsidiary, and all such documents constitute the valid and binding agreements of Company and the Subsidiary enforceable in accordance with their terms.

5.3 TITLE TO SHARES. The Company is the sole record and beneficial owner of the Subsidiary Shares. At Closing, Company will deliver good and marketable title to the Subsidiary Shares, which Subsidiary Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 3.3 above. The Subsidiary Shares constitute all of the issued and outstanding shares of capital stock of the Subsidiary.


6.            SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. The Shareholders, jointly and severally, represent and warrant to Buyer and the Company that:

6.1 ORGANIZATION AND GOOD STANDING. If an entity, such Shareholder is a corporation duly incorporated, validly existing, and in good standing under the laws of the place of its formation.

6.2 AUTHORITY AND ENFORCEABILITY. The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by the Shareholders, and all such documents constitute the valid and binding agreements of the Shareholders enforceable in accordance with their terms.

6.3 TITLE TO SHARES. The Shareholders are the sole record and beneficial owner of the Exchange Shares. At Closing, the Shareholders will deliver good and marketable title to the Exchange  Shares, which Exchange  Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Company, except for restrictions on transfer as contemplated by Section 3.3 above.

7.            OBLIGATIONS OF BUYER PENDING CLOSING. Buyer covenants and agrees that between the date hereof and the Closing:

7.1 NOT IMPAIR PERFORMANCE. Buyer shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by any party herein not to be true, correct and accurate as of the Closing, or in any way impairing the ability of Company to satisfy its obligations as provided in Section 7.

7.2 ASSIST PERFORMANCE. Buyer shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Company’s obligations to consummate the transactions contemplated hereby which are dependent upon actions of Buyer and to make and/or obtain any necessary filings and consents in order to consummate the sale transaction contemplated by this Agreement.

8.          OBLIGATIONS OF SELLER PENDING CLOSING. Company covenants and agrees that between the date hereof and the Closing:

8.1 NOT IMPAIR PERFORMANCE. Company shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action which would cause the representations and warranties made by any party herein not to be materially true, correct and accurate as of the Closing, or in any way impairing the ability of Buyer to satisfy his obligations as provided in Section 6.


8.2 ASSIST PERFORMANCE. Company shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Company and to work with Buyer to make and/or obtain any necessary filings and consents. Company shall cause the Subsidiary to comply with its obligations under this Agreement.

9.           SELLER’S AND SUBSIDIARY’S CONDITIONS PRECEDENT TO CLOSING. The obligations of Company and the Subsidiary to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any or all of which may be waived by Buyer in writing):

9.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. All representations and warranties of Buyer and Shareholders contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer and Shareholders shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer and the Shareholders at or prior to the Closing.

9.2 ADDITIONAL DOCUMENTS. Buyer and Shareholders shall deliver or cause to be delivered such additional documents as may be necessary in connection with the consummation of the transactions contemplated by this Agreement and the performance of Buyer’s or Shareholders’ obligations hereunder.

9.3 CLOSING OF THE MERGER.  The closing of the Merger shall have been consummated prior to the Closing Date.


10.        BUYER’S AND SHAREHOLDERS’ CONDITIONS PRECEDENT TO CLOSING. The obligation of Buyer and Shareholders to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

10.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. All representations and warranties of Company and the Subsidiary contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing.  Company and Subsidiary shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by them at or prior to the Closing.

10.2 ADDITIONAL DOCUMENTS. Company and Subsidiary shall deliver or cause to be delivered such additional documents as may be necessary in connection with the consummation of the transactions contemplated by this Agreement and the performance of Company’s and the Subsidiary’s obligations hereunder.


10.3 CLOSING OF THE PURCHASE AGREEMENTS.  The closing of the transactions set forth in the Purchase Agreements shall have been consummated prior to the Closing Date.

11.          RELEASE AND WAIVER

11.3 RELEASE AND WAIVER BY THE SUBSIDIARY. For, and in consideration of, the covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Subsidiary, on behalf of itself and its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely releases the Company, along with its present, future and former officers, directors, stockholders, members, employees, agents, attorneys and representatives (collectively, the “Company Released Parties”), of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, which the Subsidiary has or might claim to have against the Company Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by the Subsidiary arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur at or prior to the Closing. The Subsidiary understands that it may later discover facts relating to the matters described herein in addition to or different from the facts now known or believed by it to be true and accepts and assumes said risk.  The Subsidiary waives and releases the Company from any claims that the granting of this full and final release was procured by fraud or signed under duress or coercion so as to make it not binding or unenforceable.  The Parties hereto agree that the Subsidiary’s release set forth herein does not include any claims the Subsidiary may have against the Company for the Company’s failure to comply with, or breach of, any provision in this Agreement.

10.2 RELEASE AND WAIVER BY THE BUYER. For, and in consideration of, the covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Buyer, on behalf of itself and its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely releases the Company Released Parties of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, which the Subsidiary has or might claim to have against the Company Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by the Subsidiary arising from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur at or prior to the Closing. The Buyer understands that it may later discover facts relating to the matters described herein in addition to or different from the facts now known or believed by it to be true and accepts and assumes said risk.  The Buyer waives and releases the Company from any claims that the granting of this full and final release was procured by fraud or signed under duress or coercion so as to make it not binding or unenforceable.  The Parties hereto agree that the Buyer’s release set forth herein does not include any claims the Subsidiary may have against the Company for the Company’s failure to comply with, or breach of, any provision in this Agreement.


12.          OTHER AGREEMENTS.

12.1 EXPENSES. Each party hereto shall bear its expenses separately incurred in connection with this Agreement and with the performance of its obligations hereunder.

12.2 BROKERS’ FEES. No party to this Agreement has employed the services of a broker and each agrees to indemnify the other against all claims of any third parties for fees and commissions of any brokers claiming a fee or commission related to the transactions contemplated hereby.

12.3 ACCESS TO INFORMATION POST-CLOSING; COOPERATION.

(a)          Following the Closing, Buyer and the Subsidiary shall afford to Company and its authorized accountants, counsel, and other designated representatives reasonable access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to allow records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) within the possession or control of Buyer or the Subsidiary insofar as such access is reasonably required by Company.  Information may be requested under this Section 12.4(a) for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated hereby. No files, books or records of the Subsidiary existing at the Closing Date shall be destroyed by Buyer or the Subsidiary after Closing but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving the Company at least 30 days’ prior written notice, during which time Company shall have the right to examine and to remove any such files, books and records prior to their destruction.

(b)         Following the Closing, Company shall afford to the Subsidiary and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing information) duplicating rights during normal business hours to Information within Company’s possession or control relating to the business of the Subsidiary. Information may be requested under this Section 9.4(b) for, without limitation, audit, accounting, claims, litigation and tax purposes as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby. No files, books or records of the Subsidiary existing at the Closing Date shall be destroyed by Company after Closing but prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by applicable law without giving the Buyer at least 30 days prior written notice, during which time Buyer shall have the right to examine and to remove any such files, books and records prior to their destruction.

 (c) At all times following the Closing, Company, Buyer and Subsidiary shall use reasonable efforts to make available to the other party on written request, the current and former officers, directors, employees and agents of Company or the Subsidiary for any of the purposes set forth in Section 12.4(a) or (b) above or as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings in which Company or the Subsidiary may from time to be involved.


(d) The party to whom any Information or witnesses are provided under this Section 12.4 shall reimburse the provider thereof for all out-of-pocket expenses actually and reasonably incurred in providing such Information or witnesses.

(e) Company, Buyer, Subsidiary and their respective employees and agents shall each hold in strict confidence all Information concerning the other party in their possession or furnished by the other or the other’s representative pursuant to this Agreement with the same degree of care as such party utilizes as to such party’s own confidential information (except to the extent that such Information is (i) in the public domain through no fault of such party or (ii) later lawfully acquired from any other source by such party), and each party shall not release or disclose such Information to any other person, except such party’s auditors, attorneys, financial advisors, bankers, other consultants and advisors or persons with whom such party has a valid obligation to disclose such Information, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law.

(f) Company, Buyer and Subsidiary shall each use their best efforts to forward promptly to the other party all notices, claims, correspondence and other materials which are received and determined to pertain to the other party.

12.4 GUARANTEES, SURETY BONDS AND OBLIGATIONS. In the event that Company is obligated for any debts, obligations or liabilities of the Subsidiary by virtue of any outstanding guarantee, performance or surety bond or letter of credit provided or arranged by Company on or prior to the Closing Date, Buyer and the Subsidiary shall use best efforts to cause to be issued replacements of such bonds, letters of credit and guarantees and to obtain any amendments, novations, releases and approvals necessary to release and discharge fully Company from any liability thereunder following the Closing. Buyer and the Subsidiary, jointly and severally, shall be responsible for, and shall indemnify, hold harmless and defend Company from and against, any costs or losses incurred by Company arising from such bonds, letters of credits and guarantees and any liabilities arising therefrom and shall reimburse Company for any payments that Company may be required to pay pursuant to enforcement of its obligations relating to such bonds, letters of credit and guarantees.

12.5 FILINGS AND CONSENTS. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Subsidiary Shares. Buyer shall indemnify the Company Indemnified Parties (as defined in Section 14.1 below) against any Losses (as defined in Section 14.1 below) incurred by any Company Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Company to incur Losses or otherwise adversely affect Company, Buyer and the Subsidiary confirm that the provisions of this Section 11.6 will not limit Company’s right to treat such failure as the failure of a condition precedent to Company’s obligation to close pursuant to Section 8 above.


12.6 INSURANCE. Buyer acknowledges that on the Closing Date, effective as of the Closing, all insurance coverage and bonds provided by Company for the Subsidiary, and all certificates of insurance evidencing that the Subsidiary maintains any required insurance by virtue of insurance provided by Company, will terminate with respect to any insured damages resulting from matters occurring subsequent to Closing.

12.7 AGREEMENTS REGARDING TAXES.

(a) TAX SHARING AGREEMENTS. Any tax sharing agreement between Company and the Subsidiary is terminated as of the Closing Date and will have no further effect for any taxable year (whether the current year, a future year, or a past year).

(b) RETURNS FOR PERIODS THROUGH THE CLOSING DATE. Company will include the income and loss of the Subsidiary (including any deferred income triggered into income by Reg. ss.1.1502-13 and any excess loss accounts taken into income under Reg. ss.1.1502-19) on Company’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Company and Subsidiary agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of the Subsidiary and both Company and Subsidiary agree not to make an election under Reg. ss.1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Company, Subsidiary and Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Shares on the Subsidiary’s tax returns to the extent permitted by Reg. ss.1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Company for any additional tax owed by Company (including tax owned by Company due to this indemnification payment) resulting from any transaction engaged in by the subsidiary during the Pre-Closing Period or on the Closing Date after Buyer’s purchase of the Subsidiary Shares. Subsidiary will furnish tax information to Company for inclusion in Company’s consolidated federal income tax return for the period which includes the Closing Date in accordance with the Subsidiary’s past custom and practice.

(c) AUDITS. Company will allow Subsidiary and its counsel to participate at Subsidiary’s expense in any audits of Company’s consolidated federal income tax returns to the extent that such audit raises issues that relate to and increase the tax liability of Subsidiary. Company shall have the absolute right, in its sole discretion, to engage professionals and direct the representation of Company in connection with any such audit and the resolution thereof, without receiving the consent of Buyer or the Subsidiary or any other party acting on behalf of Buyer or Subsidiary, provided that Company will not settle any such audit in a manner which would materially adversely affect Subsidiary after the Closing Date unless such settlement would be reasonable in the case of a person that owned the Subsidiary both before and after the Closing Date. In the event that after Closing any tax authority informs the Buyer or Subsidiary of any notice of proposed audit, claim, assessment, or other dispute concerning an amount of taxes which pertain to the Company, or to Subsidiary during the period prior to Closing, Buyer or Subsidiary must promptly notify the Company of the same within 15 calendar days of the date of the notice from the tax authority. In the event Buyer or Subsidiary does not notify the Company within such 15 day period, Buyer and Subsidiary, jointly and severally, will indemnify the Company for any incremental interest, penalty or other assessments resulting from the delay in giving notice. To the extent of any conflict or inconsistency, the provisions of this Section 11.8 shall control over the provisions of Section 13.2 below.


(d) COOPERATION ON TAX MATTERS. Buyer, Company and Subsidiary shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Subsidiary shall (i) retain all books and records with respect to tax matters pertinent to Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give Company reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Company so requests, Buyer agrees to cause Subsidiary to allow Company to take possession of such books and records.

13.         TERMINATION. This Agreement may be terminated at, or at any time prior to, the Closing by mutual written consent of Company, Buyer and the Company. If this Agreement is terminated as provided herein, it shall become wholly void and of no further force and effect and there shall be no further liability or obligation on the part of any party except to pay such expenses as are required of such party.

14.          INDEMNIFICATION.

14.1 INDEMNIFICATION BY BUYER. Buyer covenants and agrees to indemnify, defend, protect and hold harmless Company, and its officers, directors, employees, stockholders, agents, representatives and affiliates (collectively, together with Company, the “Company Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Company Indemnified Party (collectively, “Losses”), incurred by any Company Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or non-fulfillment of any covenant or agreement (including any other agreement of Buyer to indemnify Company set forth in this Agreement) on the part of Buyer under this Agreement, (iii) any debt, liability or obligation of Subsidiary, (iv) the conduct and operations of the business of Subsidiary whether before or after Closing, (v) claims asserted against Subsidiary whether before or after Closing, or (vi) any federal or state income tax payable by Company and attributable to the transaction contemplated by this Agreement.


14.2 THIRD PARTY CLAIMS.  (a)  DEFENSE. If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Company Indemnified Parties (the “Indemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 14.1, then the Indemnitee shall notify Buyer and Subsidiary (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and in connection therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided on subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.

(b) FAILURE TO DEFEND. If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate and the Indemnitee may settle such Third-Party Claim on such terms as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.

14.3 NON-THIRD-PARTY CLAIMS. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 14.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.

14.4 SURVIVAL. Except as otherwise provided in this Section 14.4, all representations and warranties made by Buyer, Subsidiary and Company in connection with this Agreement shall survive the Closing. Anything in this Agreement to the contrary notwithstanding, the liability of all Indemnitors under this Section 14 shall terminate on the third (3rd) anniversary of the Closing Date, except with respect to (a) liability for any item as to which, prior to the third (3rd) anniversary of the Closing Date, any Indemnitee shall have asserted a Claim in writing, which Claim shall identify its basis with reasonable specificity, in which case the liability for such Claim shall continue until it shall have been finally settled, decided or adjudicated, (b) liability of any party for Losses for which such party has an indemnification obligation, incurred as a result of such party’s breach of any covenant or agreement to be performed by such party after the Closing, (c) liability of Buyer for Losses incurred by a Company Indemnified Party due to breaches of their representations and warranties in Section 4 of this Agreement, and (d) liability of Buyer for Losses arising out of Third-Party Claims for which Buyer has an indemnification obligation, which liability shall survive until the statute of limitation applicable to any third party’s right to assert a Third-Party Claim bars assertion of such claim.


15.          MISCELLANEOUS.

15.1 NOTICES. All notices and communications required or permitted hereunder shall be in writing and deemed given when received by means of the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, or personal delivery, or overnight courier, as follows:

(a) If to Company, addressed to:

I-ON DIGITAL CORP.
15 Tehran-ro 10-gil
Gangam-gu, Seoul, Korea
Attn.: Bruce Sangmin Lee
Email: bruce@i-on.net

With a copy to (which shall not constitute notice hereunder):

McCARTER & ENGLISH, LLP
Two Tower Center Boulevard
Est Brunswick, NJ 08816
Attn:  Peter Campitiello, Esq.
Email:  pcampitiello@mccarter.com

(b) If to Buyer or the Subsidiary, addressed to:

JFJ Digital Corp.
15 Tehran-ro 10-gil
Gangam-gu, Seoul, Korea
Attn.: Bruce Sangmin Lee
Email: bruce@i-on.net

or to such other address as any party hereto shall specify pursuant to this Section 14.1 from time to time.


15.2 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

15.3. REFORMATION AND SEVERABILITY. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

15.5 FURTHER ACTS. Company, Buyer and Subsidiary shall execute any and all documents and perform such other acts which may be reasonably necessary to effectuate the purposes of this Agreement.

15.6 ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire understanding of the parties relating to the subject matter contained herein. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the parties hereto. No waiver by any party hereto of any breach of any term hereof shall be construed as a waiver of any subsequent breach of that term or any other term of the same or different nature.

15.7 ASSIGNMENT. No party may assign his or its rights or obligations hereunder, in whole or in part, without the prior written consent of the other Parties.

15.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts or choice of laws thereof.

15.9 COUNTERPARTS. This Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed the same document. Each such counterpart shall be an original, but all such counterparts taken together shall constitute a single agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page was an original thereof.


15.10 SECTION HEADINGS AND GENDER. The Section headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter, and the singular shall include the plural, and vice versa, whenever and as often as may be appropriate.

15.11 SPECIFIC PERFORMANCE; REMEDIES. Each of Company, Buyer and Subsidiary acknowledges and agrees that the Company would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each of Company, Buyer and Subsidiary agrees that the Company will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, subject to Section 12.8, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity, and nothing herein will be considered an election of remedies.

15.12 SUBMISSION TO JURISDICTION; PROCESS AGENT; NO JURY TRIAL.  Each party to the Agreement hereby submits to the jurisdiction of any state or federal court sitting in the State of New York, in any action arising out of or relating to this Agreement and agrees that all claims in respect of the action may be heard and determined in any such court. Each party to the Agreement also agrees not to bring any action arising out of or relating to this Agreement in any other court. Each party to the Agreement agrees that a final judgment in any action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law or in equity. Each party to the Agreement waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto.

EACH PARTY TO THE AGREEMENT HEREBY AGREES TO WAIVE HIS OR HER RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver is intended to be all encompassing of any and all actions that may be filed in any court and that relate to the subject matter of the transactions, including, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each party to the Agreement hereby acknowledges that this waiver is a material inducement to enter into a business relationship and that they will continue to rely on the waiver in their related future dealings. Each party to the Agreement further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement of any action, this Agreement may be filed as a written consent to trial by a court.


15.13 CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which that party has not breached will not detract from or mitigate the fact that such party is in breach of the first representation, warranty, or covenant

[SIGNATURE PAGE FOLLOWS THIS PAGE.]



IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year first above written.

COMPANY:
   
I-ON DIGITAL CORP.
   
By:


 
Name: Jae Cheol Oh
 
Title: Chief Executive Officer
   
SUBSIDIARY:
   
I-ON COMMUNICATIONS CO., LTD
   
By:


 
Name: Jae Cheol Oh
 
Title: Chief Executive Officer
   
BUYER:
   
JFJ DIGITAL CORP.
   
By:

 
 
Name: Jae Cheol Oh
 
Title: Chief Executive Officer


SCHEDULE I
 
SHAREHOLDERS
 
James Oh : 14,292,723
 
HongRae Kim : 1,013,396