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 23, 2013
 
Indo Global Exchange(s) Pte. Ltd.
(Exact name of registrant as specified in its charter)
 
Nevada
000-53438
48-1308991
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia KAV146
(Address of principal executive offices) (zip code)
 
Registrant’s telephone number, including area code:
62 2125555600
   
Claridge Ventures, Inc. Raya Satelit Indah JT 1-2, Surabaya, Indonesia Surabaya – Indonesia
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

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

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

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

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

 
Cautionary Notice Regarding Forward-Looking Statements
 
This Current Report on Form 8-K (“Form 8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward-looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
 
Although the Registrant believes that the expectations reflected in the forward-looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s financial statements and pro forma financial statements and the related notes filed with this Form 8-K.
 
Unless otherwise indicated, in this Form 8-K, references to “we,” “our,” “us,” the “Company” or the “Registrant” refer to Indo Global Exchange(s) Pte Ltd. (formerly Claridge Ventures, Inc.), a Nevada corporation.
 
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS.
 
Item 1.01         Entry into a Material Definitive Agreement.
 
The information contained in Item 2.01 below is incorporated by reference herein.
 
SECTION 2 - FINANCIAL INFORMATION
 
Item 2.01.      Completion of Acquisition or Disposition of Assets.
 
On September 23, 2013 (the “Closing Date”), Indo Global Exchange(s) Pte.Ltd., a Nevada corporation (formerly Claridge Ventures, Inc.) (the “Registrant” or “Company”), closed an asset purchase transaction (the “Transaction”) with Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (“Indo Global”) and the shareholders of Indo Global (“Selling Shareholders”) pursuant to an Amended and Restated Asset Purchase Agreement dated as of the Closing Date (the “Purchase Agreement”) by and among the Company, Indo Global, and the Selling Shareholders.
 
In accordance with the terms of the Purchase Agreement, on the Closing Date, the Company issued 43,496,250 shares of its common stock (the “Shares”) directly to the Selling Shareholders in exchange for certain assets of Indo Global  (the “Assets”) including, rights to enter into certain agreements and certain intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of Indo Global as part of the Assets, and the Company did not hire any employees of Indo Global. Indo Global will continue as an independent company, operating in Singapore after the Transaction. The Assets relate to the development and operation of an online trading platform and brokerage portal in Indonesia. The Company plans to in part utilize the Assets to provide online trading and brokerage facilities in Indonesia.
 
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On September 23, 2013,  Robert Edmundson and Kenneth Edmundson, our former directors and officers, and Wahyu Yasa Suamantra surrendered an aggregate of 46,856,875 shares of our common stock for cancellation.  As such, immediately prior to the Transaction and after giving effect to the foregoing cancellations, the Registrant had 31,850,625 shares of common stock issued and outstanding. Immediately after the Transaction, the Registrant had 72,240,000 shares of common stock issued  and outstanding and the Selling Shareholders acquired approximately 60.02% of our issued and outstanding common stock.
 
 
The common stock issued to the Selling Shareholders had a contract stated value of $43,496, based on several factors, including, the limited trading of the common stock, the restricted characterization of the securities with not less than a one year holding period before Rule 144 would apply, the absence of registration rights, and the determination of the value of the Assets by Indo Global. Neither Indo Global nor the Company obtained an independent valuation of the Assets in connection with the Transaction.
 
Prior to the Transaction, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (“  Exchange Act”).  Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act, for our common stock, which is the only class of our securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Exchange Transaction.
 
The following description of the terms and conditions of the Purchase Agreement and the transactions contemplated thereunder that are material to us does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.2 hereto and incorporated by reference into this Item 2.01.

 
The Transaction will be accounted for as a purchase of assets in accordance with Rule 11-01(d) of Regulation S-X and ASC 805-10-55-4. The Assets have a contract stated value of $43,496 and no goodwill is recognized in the purchase. The valuation of the Assets is subject to review and possible adjustment if it is determined that a valuation opinion of the assets is required.
 
DESCRIPTION OF BUSINESS
 
Except as otherwise indicated by context, references to “we,” “us” or “our” hereinafter in this Form 8-K are to the business of the Registrant.
 
Overview
 
In addition to consummating the Transaction, on September 5, 2013, we executed an affiliate agreement with the Australian Stock Report Limited ("ASR") pursuant to which we will provide support for and administer global online trading services in Equities, Derivatives and Foreign Exchange in Indonesia.

We plan to operate as a business to consumers, and business to business, to provide services to customers that enable the consumer to access, monitor and manage their investment interests and execute trades when participating in the global financial markets. We will act as the a dministrator for the client and will monitor any developments on transactions that occur in the accounts of each client as part of our Account Management System. We will offer no investment advice to our customers, as that will be accomplished through ASR.
 
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We will have access to a full range of services and resources to work with clients towards achieving our clients’ investment goals. We will provide access to expert stock market advice through ASR, tailored to each customers’ financial circumstances. We are currently in discussions with potential local partners within Indonesia to maximize our business potential and distribution reach. We will also have the ability to affiliate with other financial institutions such as banks, financial planners and others in the financial services market.  We believe we are  in a unique position to capitalize on the Indonesian market and gain a first move advantage to deliver a transparent and customer focused trading solution.  Our primary focus will be local middle to high income individuals and businesses within Indonesia whom we  may describe as high net worth (those with assets over USD $100,000) estimated at approximately 4.9 million individuals. There are approximately 247 million people in Indonesia, which makes it the 4th most populous country in the world and 2% of the population is described as high net worth; this represents our initial target market. Once established in the Indonesian market, we plan  to expand to the Philippines and Malaysia.

Background

We were organized under the laws of the State of Nevada on May 7, 2008 under the name “Claridge Ventures, Inc.” with an initial focus on the acquisition and exploration of mineral properties in the State of Nevada.  On August 6, 2013,we affected an 1 for 4 reverse split of its common stock and changed our name to “Indo Global Exchange(s) Pte. Ltd.”

We have not generated any revenue from its business operations to date, and to date, we have been unable to raise additional funds to implement our operations.  As a result, we consummated the Transaction with Indo Global.

Strategy
 
We plan to offer financial  market access to customers in Indonesia, with access to  approximately thirty (30) global equity exchanges for trading in securities, approximately thirty (30) global equity exchanges for trading in Contract for Differences (CFD). These include the Euro Zone, United Kingdom, Japan, Asia, Oceania, Canada, and the United States. Trading will include approximately 180 currency pairs in spot (cash), forwards and options, gold and silver trading in spot (cash), forwards and options, financial futures, indices and commodity CFD’s and Exchange Traded Funds. We plan to provide a global trading and portfolio management platform as a web and phone based application. All of our customers will be contracted through ASR as required by law.

All of our customers will have access to, among other features, the trading platform, 24 hour technical support, personal account manager, remote phone access to staff, the ability to place online or  phone orders or amend orders, private remote chat facility, free seminar programs including webinars,  free software upgrades, technical and fundamental analysis, free fully functional simulation platform, the help desk for technical issues, one on one platform instruction, and free charting package, all of which are supplied by ASR.

In addition, we will offer:

·
Marked to market real time portfolio valuation on all assets.
 
·
Full transparency in account functions including cash movement.
 
·
Account statements in real time.
 
·
Full audit trail on client activity.
 
·
Live streaming news.
 
·
Full charting and technical analysis functionality.

 
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Products/Services in Development
 
We are planning the commencement and development of a proprietary management tracking system that will record and assist our role as administrator and assist clients from their first meeting or call, to funding an account. We anticipate the commencement of our proprietary management tracking system once funding is available and we have allowed $60,000 for this from our annual budget.
 
Revenues and Customers
 
Currently, we have no revenues or customers. We plan to derive revenues from multiple sources. First, we plan on charging an administration fee for our services. Second, we plan to offer and display sponsorship and advertisements on our web site. We believe this may put us in a unique position with sponsors and larger companies for their online ad budgets. Third, we plan to share in commissions from online trading. Fourth, we plan to generate revenue from financial publications subscriptions.

Intellectual Property
 
Our success depends in part upon our ability to protect our intellectual property. To establish and protect our proprietary rights, we will rely on a combination of know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure, and other contractual rights. We have not filed any trademark or patent applications. However we own a common law trademark and logo in “IGEX Financial Market Services.”
 
Marketing

We strive to position ourselves as the leading online trading provider in Indonesia. In today's technology driven world, we believe having services with an offline and online element will position us for growth within the market. We plan to utilize various methods of marketing to gain brand recognition and market acceptance to establish ourselves in the online trading market place.

We plan to establish a presence in the market, primarily through the use of traditional methods of marketing in conjunction with a viral marketing component geared towards online viewing. The highlighted points below are an overview of the various marketing channels and strategies we will employ. The campaign will focus on an overarching national strategy that will be complimented by regional efforts. The main goal is to sell our services to medium and large income businesses  and  individuals throughout Indonesia. We also intend to employ third party consultants to assist us in marketing telecom and mobile applications.

·
Full day Seminars.  The seminar model will be a key marketing strategy for us to attract new clients.
 
·
Google add words, search engine optimization and key words.
 
·
Radio, which is very cost efficient in Indonesia (radio approximately $8 per 30 second advertisement).
 
·
Regional offices to provide a local presence, which will be key to establishing trust with our clients.
 
 
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·
Positioning our brand online.
 
·
Supporting local communities such as Chinese, Muslim and Hindu groups.
 
·
Social media i.e., Facebook, Twitter, etc.
 
·
Television
 
·
Mobile Telephone Networks

·
Referral Programs

Branding

We plan to utilize various forms of media and print advertising to promote our brand. Anticipated forms of print media include brochures, advertisements in financial publications and billboards.  Our management will also attend and participate in key industry related trade shows throughout the world to promote our brand and products. We will design and utilize the internet as a forum to promote our brand that result in higher quality products. Our website will be regularly updated to ensure proper informational flow to established and new customers.

Industry

Since the beginning of online trading the commission rate has dropped from around $50 per trade down to around 1/5 of that and even some companies like Bank of America, Zecco and Saxo Bank have offered commission free trading in stocks. These price slashes generated great growth in the industry according to McKinsey & Co who states that in 1999 online banking constituted 2 % of the entire industry, by 2002 it constituted 10 %. The explosive growth in the online trading industry attracted many new entrants, leading to intense competition.
 
In addition to that, many of the traditional full-service brokers like Merrill Lynch and Morgan Stanley also entered the arena by offering online trading. The Internet posed the most serious threat to the established brokerage firms since the unfixing of commissions on May Day, 1975, when deregulation created the discount-brokerage business, threatening, but not vanquishing, a cozy oligopoly (Nathan, 1999). The oligopoly has now being battered by new technologies. So far, traditional full-service brokers had resisted using the Internet in any way that would cannibalize their existing offline brokerage business. They appeared positively complacent, arguing that the cut-price online brokerage is not a sustainable business model.
 
However, by the early years of the new millennium, the traditional full-service firms finally began to counterattack. Their first steps were to add online trading to their information-only web sites with a better deal for their more active customers. As they further enter the online market at a larger scale, with vastly greater capital bases, and powerful global brand names these traditional firms will probably change the nature of the competition.
 
 
The entry of traditional offline firms to the online market, however, has not necessarily been a smooth process. This has caused major “channel conflict” when distributing through competing channels that offer different prices and service levels. An example of this kind of conflict was felt during the launching of Discover Brokerage Direct, owned by Morgan Stanley (Smith, 1999).
 
One of the clearest indications of how channel conflict influenced management decisions was in the way the online unit was named. Rather than extending the Morgan Stanley brand name to the online operation, a name that carried considerable clout in the securities business, the new company was given the name of the Discover credit-card operation. This was a way of distancing the parent company from the online business.
 
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New entries to the online market have been appearing in various ways: from traditional tier 1 banks, specialized online banks and hundreds of small online brokers, offering different trading platforms. Growth in the industry has been driven mainly by retail Forex operations and other derivatives such as CFDs (Contracts for Differences).
 
Online Financial Industry Today
 
We believe we are now at the apex of a new period of unprecedented opportunities for the online financial industry. History has revealed that after recessions, new ‘windows of opportunity’ open up where new industries grow and become established. We believe there may be increasing consolidation since there are too many online brokers that do not offer a relevant and differentiated product.
 
In a report published in December 2010, LeapRate estimated that the online Forex trading volume was some $200 billion daily, barely 5% of the total world foreign exchange market (this is the largest market in the world, with an average daily turnover estimated at $3.98 trillion). We believe this represents enormous growth if we compare it to the figure of under $10 billion that was traded online daily 10 years ago. If the LeapRate numbers are correct, daily online Forex operations are already more than double those of the New York Stock Exchange and some 40 times that of the Ibex in Spain.
 
History of Online Trading
 
For many years stock markets were physical locations where buyers and sellers met and negotiated. Exchange trading would typically happen on the floor of an exchange, where traders in brightly colored jackets (to identify which firm they worked for) would shout and gesticulate at one another – a process known as open outcry or pit trading (the exchange floors were often pit-shaped – circular, sloping downwards to the centre, so that the traders could see one another). With the improvement in communications technology in the late 20th century, the need for a physical location became less important and traders started to transact from remote locations in what became known as electronic trading. Electronic trading made transactions easier to complete, monitor, clear, and settle and this helped spur on its development.
 
One of the earliest examples of widespread electronic trading was on Globex, the CME Group’s electronic trading platform conceived in 1987 and launched fully in 1992.This allowed access to a variety of financial markets such as treasuries, foreign exchange and commodities. The Chicago Board of Trade (CBOT) produced a rival system that was based on Oak Trading Systems’ Oak platform branded ‘E Open Outcry,’ an electronic trading platform that allowed for trading to take place alongside that took place in the CBOT pits.
 
Set up in 1971, NASDAQ was the world's first electronic stock market, though it originally operated as an electronic bulletin board, rather than offering straight-through processing (STP).
 
By 2011 investment firms on both the buy side and sell side were increasing their spending on technology for electronic trading. With the result that many floor traders and brokers were removed from the trading process. Traders also increasingly started to rely on algorithms to analyze market conditions and then execute their orders automatically.
 
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The move to electronic trading compared to floor trading continued to increase with many of the major exchanges around the world moving from floor trading to completely electronic trading.
 
Trading in the financial markets can broadly be split into two groups:
 
·
Business-to-business (B2B) trading, often conducted on exchanges, where large investment banks and brokers trade directly with one another, transacting large amounts of securities, and
 
·
Business-to-consumer (B2C) trading, where retail (e.g. individuals buying and selling relatively small amounts of stocks and shares) and institutional clients (e.g. hedge funds, fund managers or insurance companies, trading far larger amounts of securities) buy and sell from brokers or "dealers", who act as middle-men between the clients and the B2B markets.
 
While the majority of retail trading in the United States happens over the Internet, retail trading volumes are dwarfed by institutional, inter-dealer and exchange trading. However, in developing economies, especially in Asia, retail trading constitutes a significant portion of overall trading volume.
 
For instruments which are not exchange-traded (e.g. US treasury bonds), the inter-dealer market substitutes for the exchange. This is where dealers trade directly with one another or through inter-dealer brokers (i.e. companies like GFI Group and BGC Partners. They acted as middle-men between dealers such as investment banks). This type of trading traditionally took place over the phone but brokers moved to offering electronic trading services instead.
 
Similarly, B2C trading traditionally happened over the phone and, while some still does, more brokers are allowing their clients to place orders using electronic systems. Many retail (or "discount") brokers (e.g. Charles Schwab, E-Trade) went online during the late 1990s and most retail stock-broking probably takes place over the web now.
 
Larger institutional clients, however, will generally place electronic orders via proprietary electronic trading platforms such as Bloomberg Terminal, Reuters 3000 Xtra, Thomson Reuters Eikon, BondsPro, Thomson TradeWeb or CanDeal (which connect institutional clients to several dealers), or using their brokers' proprietary software.
 
For stock trading, the process of connecting counterparties through electronic trading is supported by the Financial Information eXchange (FIX) Protocol. Used by the vast majority of exchanges and traders, the FIX Protocol is the industry standard for pre-trade messaging and trade execution. While the FIX Protocol was developed for trading stocks, it has been further developed to accommodate commodities, foreign exchange, derivatives, and fixed income trading.
 
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Impact of Electronic Trading
 
The increase of electronic trading has had some important implications:
 
·
Reduced cost of transactions – By automating as much of the process as possible (often referred to as "straight-through processing" or STP), costs are brought down. The goal is to reduce the incremental cost of trades as close to zero as possible, so that increased trading volumes don't lead to significantly increased costs. This has translated to lower costs for investors.
 
·
Greater liquidity – electronic systems make it easier to allow different companies to trade with one another, no matter where they are located. This leads to greater liquidity (i.e. there are more buyers and sellers) which increases the efficiency of the markets.
 
·
Greater competition – While electronic trading hasn't necessarily lowered the cost of entry to the financial services industry, it has removed barriers within the industry and had a globalisation-style competition effect. For example, a trader can trade futures on Eurex , Globex or LIFFE at the click of a button – he or she doesn't need to go through a broker or pass orders to a trader on the exchange floor.
 
·
Increased transparency – Electronic trading has meant that the markets are less opaque. It's easier to find out the price of securities when that information is flowing around the world electronically.
 
·
Tighter spreads – The "spread" on an instrument is the difference between the best buying and selling prices being quoted; it represents the profit being made by the market makers. The increased liquidity, competition and transparency means that spreads have tightened, especially for commoditized, exchange-traded instruments.
 
For retail investors, financial services on the web offer great benefits. We believe the primary benefits are the reduced cost of transactions , the availability of research materials for all concerned as well as the ease and the convenience.
 
Investing Online
 
Prior to the advent of the Internet, investors had to call up their stockbroker and place an order on the telephone. The brokerage firm would then enter the order in their system which was linked to trading floors and exchanges.
 
In August 1994, K. Aufhauser& Company, Inc. (later acquired by TD Ameritrade) became the first brokerage firm to offer online trading via its "WealthWEB". Online investing has experienced significant growth since that time. Investors can now enter orders directly online, or even trade with other investors via electronic communication networks (ECN). Some orders entered online are still routed through the broker, allowing agents to approve or monitor the trades. This step assists in the protection of both the client and brokerage firm from unlawful or incorrect trades which could affect the client’s portfolio or the stockbroker’s license.
 
Online brokers are most often referred to as discount brokers. Their popularity is attributable to the speed and ease of their online order entry, and to fees and commissions significantly lower than those of full service brokerage firms.
 
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Tools and Trading Platforms
 
Investors who trade through an online brokerage firm are provided with a trading platform. This platform acts as the hub, allowing investors to purchase and sell such securities as fixed income, equities/stock, options, and mutual funds. Included with the platform are tools to track and monitor securities, portfolios and indices, as well as research tools, real-time streaming quotes and up-to-date news releases; all of which are necessary to trade profitably. Often, more robust research tools are available such as full, in-depth analyst reports and analysis, and customized back testing and screeners to see how particular investment strategies would have been realized during different historical periods.
 
Some of the popular online brokers include: E*Trade, IDealing, Scottrade, TD Ameritrade, and Fidelity. Schwab is an example of a hybrid broker combining a traditional, brick-and-mortar brokerage house with discounted trading online, with the usual benefits of both available to customers. Commissions vary from broker to broker, depending on the services included with the account.
 
Competition
 
Currently, we believe there appears to be limited competition in Indonesia, as there are no international providers such as Saxo, IG Markets, Interactive brokers, E*Trade, FXCMarkets or Charles Schwab represented locally in Indonesia. In addition,

·
Not many Indonesian banks offer online trading;
 
·
Local brokers have access to Indonesian stocks with limited access to global markets;
 
·
Local commodity brokers offer gold and limited foreign exchange crosses (4 pairs); and
 
·
Limited investment seminars or education programs are available.

However, we are a new entry into this marketplace and we are not well known. As such, we may compete with numerous providers of online trading services or Internet accessible applications and services companies, many of which have far greater financial and other resources than we do.  Many of these companies have established histories and relationships in providing online applications or systems in other markets that may enable them to attract talent, marketing support, and financing if they decided to enter the Indonesian market.   Our major competitors globally include Saxo Bank, IG Markets, Interactive brokers, E*Trade, FXCMarkets and TD Ameritrade.

We believe our products will be competitive in the market place and with potential customers as our products are full featured and fully integrated while not requiring customization.  The use of our products do not require extensive training and do not require any add on components from third party developers.  

We believe that our services will prove to be cost effective and easy for users to adopt and use.  We also plan to market our products and services through channel partners, to broaden our exposure to customers and users.

Government Regulation
 
The conduct of our business, and the production, distribution, sale, advertising, labeling, safety, transportation and use of our products, may be subject to various laws and regulations administered by federal, state and local governmental agencies in Indonesia, as well as to foreign laws and regulations administered by government entities and agencies in markets where we may operate and sell our products and services. We are unaware of any licenses or regulations that we have to adhere to and it is our policy to abide by the laws and regulations that apply to our business.
 
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We may also be subject to a number of U.S. federal or state laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services.

We will rely on legal and operational compliance programs, as well as local counsel, to guide our business in complying with applicable laws and regulations of the jurisdictions in which we do business.
 
We do not anticipate at this time that the cost of compliance with U.S. and foreign laws will have a material financial impact on our operations, business or financial condition, but there are no guarantees that new regulatory and tariff legislation may not have a material negative effect on our business in the future.
 
Employees
 
Indo Global currently has 4 full-time employees and no part-time employees. All employees are required to execute non-disclosure agreements as part of their employment. We believe our relations with our employees are good. None of our employees are subject to collective bargaining agreements.
 
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RISK FACTORS
 
You should carefully consider the risks described below together with all of the other information included in this Form 8-K before making an investment decision with regard to our securities.  The statements contained in or incorporated into this Form 8-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed.  In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
 
Risks Related to Our Business and Industry
 
We are a development stage company with a limited operating history on which to evaluate our business or base an investment decision.
 
Our business prospects are difficult to predict because of our limited operating history, early stage of development and unproven business strategy.  We are a development stage company.  We expect to incur losses over the near to mid-term, and certainly during the next 12 months, if not longer, as we expand our products and services and increase our marketing and sales efforts.  Our sales and marketing efforts to-date have been limited, and we face numerous risks and uncertainties as we attempt to expand our business.  In particular, we have not proven our products and services will be attractive to customers in the financial services industry.  If we are unable to make progress selling our products and services, our prospects will be limited and it will be difficult to accomplish our business goals.
 
If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised.
 
We have limited capital resources and operations.  We expect to require substantial additional capital to advance our business.  We may not be able to obtain additional financing on terms acceptable to us, or at all.  Even if we obtain financing for our near term operations, we expect that we will require additional capital beyond the near term.  If we are unable to raise capital when needed, our business, financial condition and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations.If additional financing is obtained it may involve the sale of additional equity securities with the consequence of dilution to our current investors.
 
Our management and internal systems might be inadequate to handle our potential growth.
 
Successful implementation of our business strategy will require us to develop our operations and effectively manage growth.  Growth will place a significant strain on our management, financial, marketing and other resources, which would cause us to face operational difficulties.  To manage future growth, our management must build operational and financial systems and expand, train, retain and manage our employee base.  Our management may not be able to manage our growth effectively, in which case, our expansion would be halted or delayed and we may lose our opportunity to gain significant market share or the timing advantage with which we would otherwise gain significant market share.  Any inability to manage growth effectively may harm our ability to implement and execute our current or any subsequent business plans.
 
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Economic conditions and other securities industry risks could adversely affect our business.
 
Our business can be adversely affected by the general environment – economic, corporate, securities market, regulatory, and geopolitical developments all play a role in client asset valuations, trading activity, interest rates and overall investor engagement, and are outside of our control.  Our revenues are derived from the securities and financial services industry.  Like other businesses in this industry, we are directly affected by economic and political conditions, broad trends in business and finance and changes in volume and price levels of securities transactions.  Any sustained downturn in general economic conditions or U.S. or foreign equity markets could result in reduced client trading volume and net revenues.  Severe market fluctuations or weak economic conditions could reduce our trading volume and net revenues and have a material adverse effect on our profitability.
 
Our brokerage operations have exposure to liquidity risk.
 
Maintaining adequate liquidity is crucial to our brokerage operations, including key functions such as transaction settlement and margin lending.  Our liquidity needs to support interest-earning assets are primarily met by client cash balances or financing created from our securities lending activities.  A reduction of funds available from these sources may require us to seek other potentially more expensive forms of financing.  Our liquidity could be constrained if we are unable to obtain financing on acceptable terms, or at all, due to a variety of unforeseen market disruptions. Inability to meet our funding needs on a timely basis would have a material adverse effect on our business.
 
We are exposed to credit risk with clients and counterparties.
 
We extend margin credit and leverage to clients, which are collateralized by client cash and securities.  We also borrow and lend securities in connection with our broker-dealer business.  We expect a significant portion of our net revenues to be derived from interest on margin loans.  By permitting clients to purchase securities on margin and exercise leverage on futures positions, we are subject to risks inherent in extending credit, especially during periods of rapidly declining markets in which the value of the collateral held by us could fall below the amount of a client’s indebtedness.  Sharp changes in market values of substantial amounts of securities and the failure by parties to the borrowing transactions to honor their commitments could have a material adverse effect on our revenues and profitability.
 
Systems failures, delays and capacity constraints could harm our business.
 
We receive and process trade orders through a variety of electronic channels, including the Internet and mobile trading applications.  These methods of trading are heavily dependent on the integrity of the electronic systems supporting them.  Our systems and operations are vulnerable to damage or interruption from human error, natural disasters, power loss, computer viruses, spurious spam attacks, intentional acts of vandalism and similar events.  It could take several hours or more to restore full functionality following any of these events.  Extraordinary trading volumes could cause our computer systems to operate at an unacceptably slow speed or even fail.  Extraordinary Internet traffic caused by spam or other attacks could cause our website to be unavailable or slow to respond.  There can be no assurance that our systems will be sufficient to handle such extraordinary circumstances.  We may not be able to project accurately the rate, timing or cost of any increases in our business or to expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.  Systems failures and delays could occur and could cause, among other things, unanticipated disruptions in service to our clients, slower system response time resulting in transactions not being processed as quickly as our clients desire, decreased levels of client service and client satisfaction and harm to our reputation.  The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial condition.
 
13

Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.
 
The secure transmission of confidential information over public networks is a critical element of our operations.  We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate with our clients and vendors.  As the breadth and complexity of this infrastructure continue to grow, the potential risk of security breaches and cyberattacks increases.  In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information.  Such breaches could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information.
 
In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data.  As a result, we are subject to numerous laws and regulations designed to protect this information, such as foreign regulations governing the protection of personally identifiable information.  These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict.  If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.  Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients.  Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyberattack by computer programmers and hackers who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, financial responsibility and damage to our reputation and could have a material adverse effect on our results of operations. In addition, any liability insurance might not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related breaches.
 
Aggressive competition could reduce our market share and harm our financial performance.
 
We intend to continually monitor our pricing in relation to competitors and expect to periodically adjust trade commission rates, fees and other fee structures to enhance our competitive position. The market for electronic brokerage services is continually evolving and is intensely competitive.  The retail brokerage industry has experienced significant consolidation, which may continue in the future, and which may increase competitive pressures in the industry.  Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them at lower prices.  There has been aggressive price competition in the industry, including various free trade offers.  We expect this competitive environment to continue in the future.  Some of our competitors have greater financial, technical, marketing and other resources, offer a wider range of services and financial products, and have greater name recognition and a more extensive client base than we do.  We believe the general financial success of companies within the retail securities industry will continue to attract new competitors to the industry, such as banks, insurance companies, providers of online financial information and others.  These companies may provide a more comprehensive suite of services than we do.  Increased competition, including pricing pressure, could have a material adverse effect on our results of operations and financial condition.

We will need to introduce new products and services and enhance existing products and services to remain competitive.
 
Our future success depends in part on our ability to develop and enhance our products and services.  In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure.  There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards or develop, introduce and market enhanced or new products and services.  An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.
 
14

We rely on external service providers to perform certain key functions.
 
We rely on a number of external service providers for certain key technology, processing, service and support functions.  These include the services of other broker-dealers, market makers, exchanges and clearinghouses to execute and settle client orders.  We contract with external providers for futures and foreign exchange clearing and related back-office services.  External content providers provide us with financial information, market news, charts, option and stock quotes, research reports and other fundamental data that we offer to clients.  These service providers face technological and operational risks of their own.  Any significant failures by them, including improper use or disclosure of our confidential client, employee or company information, could interrupt our business, cause us to incur losses and harm our reputation.
 
There can be no assurance that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs.  An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations and financial condition.
 
If we are unable to establish sufficient sales and marketing capabilities we may not be able to generate sales and product revenue.
 
We currently have very limited operations for the sales, marketing and distribution of any products and services we develop.  The establishment of such organization will be critical to our success.  We expect to face competition in our efforts to establish strategic relationships from other companies vying for the same type of relationships.  If we are unable to establish an efficient marketing platform, we may not be able to penetrate the market on a scale required to become viable or profitable.
 
If we lose our key management personnel, we may not be able to successfully manage our business or achieve our objectives, and such loss could adversely affect our business, future operations and financial condition.
 
Our future success depends in large part upon the leadership and performance of our executive management team and key consultants.  If we lose the services of one or more of our executive officers or key consultants, or if one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives.  We do not have “Key-Man” life insurance policies on our key executives.  If we lose the services of any of our key consultants, we may not be able to replace them with similarly qualified personnel, which could harm our business.  The loss of our key executives or our inability to attract and retain additional highly skilled employees may adversely affect our business, future operations, and financial condition.
 
15

The Selling Shareholders will have functional control of us.
 
Upon the closing of the Transaction, the Selling Shareholders are obtaining a 60% ownership interest in us.  They will be able to significantly influence, if not control, many aspects of our operations, including the election of directors, increases in the authorized capital, dissolution, acquisitions, sale of assets or mergers, and generally direct our affairs.
 
 
Risks Related to International Markets and Regulatory Environment
 
Extensive regulation of our business limits our activities and may subject us to significant penalties.

As a participant in the securities and financial services industries, we are subject to extensive regulation under foreign laws by governmental agencies, supervisory authorities, and self-regulatory organizations (“SROs”).  Such regulation becomes more extensive and complex in response to market disruptions.  The requirements imposed by our regulators are designed to ensure the integrity of the financial markets, the safety and soundness of financial institutions, and the protection of clients.  These regulations often serve to limit our activities by way of capital, customer protection and market conduct requirements, and restrictions on the business activities that we may conduct.  Despite our efforts to comply with applicable regulations, there are a number of risks, particularly in areas where applicable regulations may be unclear or where regulators revise their previous guidance.  Any enforcement actions or other proceedings brought by regulators against us or our affiliates, officers or employees could result in fines, penalties, cease and desist orders, suspension or expulsion, or other disciplinary sanctions, including limitations on our business activities, any of which could harm our reputation and adversely affect our results of operations and financial condition. We could fail to establish and enforce procedures to comply with applicable regulations, which could have a material adverse effect on our business.
 
Our websites are accessible world-wide over the Internet, and we expect to have account holders located outside the United States. These accounts are spread across many jurisdictions. Adverse action by foreign regulators with respect to regulatory compliance by us in foreign jurisdictions could adversely affect our revenues from clients in such countries or regions.
 
In addition, we use the Internet as a major distribution channel to provide services to our clients. A number of regulatory agencies have adopted regulations regarding client privacy, system security and safeguarding practices and the use of client information by service providers. Additional laws and regulations relating to the Internet and safeguarding practices could be adopted in the future, including laws related to identity theft and regulations regarding the pricing, taxation, content and quality of products and services delivered over the Internet. Complying with these laws and regulations may be expensive and time-consuming and could limit our ability to use the Internet as a distribution channel, which would have a material adverse effect on our business and profitability.
 
Legislation or changes in rules and regulations could negatively impact our business and financial results.
 
New legislation, rule changes, or changes in the interpretation or enforcement of existing foreign and SRO rules and regulations, may directly affect our operation and profitability or our specific business lines.  Our profitability could also be affected by rules and regulations which impact the business and financial communities generally, including changes to the laws governing taxation, electronic commerce, client privacy and security of client data.  In addition, the rules and regulations could result in limitations on the lines of business we conduct, modifications to our business practices, increased capital requirements, or additional costs.
 
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Our profitability could also be affected by rules and regulations that impact the business and financial communities generally, including changes to domestic and foreign laws governing banking, fiduciary duties, conflicts of interest, taxation, electronic commerce, client privacy and security of client data.
 
We are subject to litigation and regulatory investigations and proceedings and may not always be successful in defending against such claims and proceedings.
 
The financial services industry faces substantial litigation and regulatory risks. We are subject to arbitration claims and lawsuits in the ordinary course of our business, as well as class actions and other significant litigation.  We also are the subject of inquiries, investigations and proceedings by regulatory and other governmental agencies.  Actions brought against us may result in settlements, awards, injunctions, fines, penalties and other results adverse to us. Predicting the outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants or by a large number of claimants, when claimants seek substantial or unspecified damages or when investigations or legal proceedings are at an early stage.  A substantial judgment, settlement, fine or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.  In market downturns, the volume of legal claims and amount of damages sought in litigation and regulatory proceedings against financial services companies have historically increased.  We may also be subject to litigation claims from third parties alleging infringement of their intellectual property rights.  Such litigation can require the expenditure of significant resources, regardless of whether the claims have merit.  If we were found to have infringed a third-party patent or other intellectual property right, then we could incur substantial liability and in some circumstances could be enjoined from using the relevant technology or providing related products and services, which could have a material adverse effect on our business and results of operations.
 
Movements in foreign currency exchange rates could negatively affect our operating results.

The functional currency for most of our operations is the U.S. dollar. All of our revenues and a significant portion of our costs are denominated in U.S. dollars; however, some costs and certain asset and liability accounts are denominated in local currencies, including the Indonesian rupiah. Generally, our results are positively affected when the U.S. dollar strengthens in relation to those foreign currencies and adversely affected when the U.S. dollar weakens in relation to those foreign currencies.
 
Risks Related to our Common Stock and our Status as a Public Company
 
The relative lack of public company experience of our management team may put us at a competitive disadvantage.
 
Our management team lacks public company experience and is generally unfamiliar with the requirements of the United States securities laws and U.S. Generally Accepted Accounting Principles, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002.  Our senior management team has never had responsibility for managing a publicly traded company.  Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis.  Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements.  Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.
 
17

Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).
 
Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets.  As such, we may be deemed a “shell company” pursuant to Rule 144 prior to the Exchange Transaction, and as such, sales of our securities pursuant to Rule 144 are not able to be made until a period of at least 12 months has elapsed from the date on which our Current Report on Form 8-K is filed with the SEC reflecting our status as a non-“shell company.”  Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the SEC and/or until a year after the date of the filing of our Current Report on Form 8-K and we have otherwise complied with the other requirements of Rule 144.  As a result, it may be harder for us to fund our operations and pay our employees and consultants with our securities instead of cash.  Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging employees and consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless.  Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).
 
We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.
 
As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).  Section 404 requires us to include an internal control report with the Annual Report on Form 10-K.  This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year.  This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified.  Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities.  Management believes that our internal controls and procedures are currently not effective based on certain material weaknesses including those described below:
 
 
i)
We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls.  As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.
 
 
 
18

 
 
 ii)
We do not have an audit committee or an independent audit committee financial expert.  While not being legally obligated to have an audit committee or independent audit committee financial expert, it is management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.
 
 
 iii)
We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting.  Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.
 
 
 iv)
 
We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP.

 
 v)
We have limited segregation of duties which is not consistent with good internal control procedures.
 
Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources.  There can be no assurance that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year end.  As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties.  In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.
 
The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.
 
Our articles of incorporation eliminate the personal liability of our directors and officers to us and our stockholders for damages for breach of fiduciary duty as a director or officer, except for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.  Additionally, our Bylaws require us to indemnify our directors and officers to the fullest extent not prohibited by Nevada law.  The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.
 
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Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.
 
Our stock is categorized as a penny stock.  The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US $5.00 per share or an exercise price of less than US $5.00 per share, subject to certain exceptions.  Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to the penny stock rules.  Consequently, the penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes there is a high probability that speculative low-priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.
 
We do not anticipate paying cash dividends on our common stock in the foreseeable future, and we may not have sufficient funds legally available to pay dividends.  Even if funds are legally available for distribution, we may nevertheless decide not to pay any dividends.  We presently intend to retain all earnings for our operations.
 
A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.
 
Our common stock is currently traded under the symbol “IGEX” based on quotations on the “Over-the-Counter Bulletin Board.”  The number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent.  This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our stock until such time as we become more viable.  Additionally, many brokerage firms may not be willing to effect transactions in our securities.  As a consequence, there may be periods of several days or more when trading activity in our stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  There can be no assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.
 
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In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities.  Due to the volatility of our common stock price, we may be the target of securities litigation in the future.  Securities litigation could result in substantial costs and divert management’s attention and resources.
 
Stockholders should also be aware that, according to SEC Release No. 34-29093, the market for “penny stocks,” such as our common stock, has suffered in recent years from patterns of fraud and abuse.  Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the future volatility of our share price.
 
If we issue additional shares in the future, it will result in the dilution of our existing stockholders.
 
Our articles of incorporation authorize the issuance of up to 100,000,000 shares of common stock with a par value of $0.001 per share and 10,000,000 shares of preferred stock with a par value of $0.001 per share.  As of the Closing Date, we have 72,240,000 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.  As a result, our board of directors has the ability to issue a large number of additional shares of common stock and preferred stock without stockholder approval, which, if issued, could cause substantial dilution to our existing stockholders.  Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating requirements.  The issuance of any such shares may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock.  If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders.
 
We may not qualify to meet listing standards to list our stock on an exchange.
 
The SEC approved listing standards for companies using reverse acquisitions to list on an exchange may limit our ability to become listed on an exchange. We would be considered a reverse acquisition company (i.e., an operating company that becomes an Exchange Act reporting company by combining with a shell Exchange Act reporting company) that cannot apply to list on NYSE, NYSE Amex or Nasdaq until our stock has traded for at least one year on the U.S. OTC market, a regulated foreign exchange or another U.S. national securities market following the filing with the SEC or other regulatory authority of all required information about the transaction, including audited financial statements. We would be required to maintain a minimum $4 share price ($2 or $3 for Amex) for at least 30 of the 60 trading days before our application and the exchange’s decision to list our stock. We would be required to have timely filed all required reports with the SEC (or other regulatory authority), including at least one annual report with audited financials for a full fiscal year commencing after filing of the above information.  Although there is an exception for a firm underwritten IPO with proceeds of at least $40 million, we do not anticipate being in a position to conduct an IPO in the foreseeable future.  To the extent that we cannot qualify for a listing on an exchange, our ability to raise capital will be diminished.
 
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DESCRIPTION OF PROPERTY
 
The principal executive offices for the Registrant are located at: Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia KAV146.  The monthly rent for this property and related expenses are $107.00 per month.  The Registrant’s main telephone number is: 62 2125555600.  The Registrant’s website is located at: www.igexcorp.com
 
PLAN OF OPERATIONS
 
We plan to offer financial  market access to customers in Indonesia, with access to  approximately thirty (30) global equity exchanges for trading in securities, approximately thirty (30) global equity exchanges for trading in Contract for Differences (CFD). These include the Euro Zone, United Kingdom, Japan, Asia, Oceania, Canada, and the United States. Trading will include approximately 180 currency pairs in spot (cash), forwards and options, gold and silver trading in spot (cash), forwards and options, financial futures, indices and commodity CFD’s and Exchange Traded Funds. We plan to provide a global trading and portfolio management platform as a web and phone based application. All of our customers will be contracted through ASR as required by law.

All of our customers will have access to, among other features, the trading platform, 24 hour technical support, personal account manager, remote phone access to staff, the ability to place online or  phone orders or amend orders, private remote chat facility, free seminar programs including webinars,  free software upgrades, technical and fundamental analysis, free fully functional simulation platform, the help desk for technical issues, one on one platform instruction, and free charting package, all of which are supplied by ASR.

In addition, we will offer:

·
Marked to market real time portfolio valuation on all assets.
 
·
Full transparency in account functions including cash movement.
 
·
Account statements in real time.
 
·
Full audit trail on client activity.
 
·
Live streaming news.
 
·
Full charting and technical analysis functionality.
 
A material challenge to our business operations will be getting enough customers. In order to achieve this goal we will have to create incentives through advertising and other marketing venues, also, through a referral program for our customers to inform others of our services. We will encourage customers to share news about their services through email, Facebook, and Twitter, and other social media websites. If we are unable to attract customers it may have a material impact on our revenues or income or may result in our liquidity decreasing.
 
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Limited Operating History; Need for Additional Capital
 
There is limited historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues. We cannot guarantee we will be successful in our business operations.

Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
 
To become profitable and competitive, we have to establish agreements with established service providers and or businesses to enable us to offer these venues to our clientele.             

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.

We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue and equity and/or debt financing.  We estimate that our expenditures over the next 12 months will be approximately $869,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital.

Type
Amount
Percent
Salaries
145,000
16.68%
Professional services
(IT development)
24,000
2.76%
Equipment
30,000
3.45%
Professional services
(lawyers and accountants)
35,000
4.03%
Programming IT development
60,000
6.90%
Office, rent and expenses
150,000
17.27%
Travel expenses
53,000
5.76%
Government Fees
5,000
.059%
Seminars
85,000
9.77%
Business Development fees
145,000
16.68%
Servers and bandwidth
15,000
1.72%
Bank fees and  interest
2,000
.023%
Administration
15,000
1.72%
Marketing and advertisement
120,000
13.80%
Total
869,000
100.00%
 
If we are not able to raise sufficient funds to fully implement our startup business plan for the next year as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites.  We will likely not expend funds on the remainder of our planned activities unless we have the required capital. 
 
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Comparison of three month periods ended April 30, 2013 and April 30, 2012

We generated no revenues for the three months ended April 30, 2013 or April 30, 2012.  We incurred operating expenses in the amount of $2,000 for the three months ended April 30, 2013, which comprises of general and administrative expenses. For the three months ended April 30, 2012, we incurred a total operating expense in the amount of $0. The increase was attributed to a increase in general and administrative expenses.
 
Comparison of the years ended July 31, 2012 and July 31, 2011

We generated no revenues for the fiscal years ended July 31, 2012 or July 31, 2011.  We incurred operating expenses in the amount of $5,960 for the fiscal year ended July 31, 2012, which comprises of general and administrative expenses.  For the fiscal year ended July 31, 2011, we incurred a total operating expense in the amount of $1,085, which was comprised of general and administrative expenses.  The increase was attributed to a increase in our general and administrative expenses.

Liquidity and Capital Resources

Working Capital
             
   
At April 30, 2013
   
At July 31, 2012
 
Current Assets
  $ 0     $          0  
Current Liabilities
    (19,592 )     (7,622 )
Working Capital (Deficit)
  $ (19,592 )   $         (7,622 )

Cash Flows
       
   
Three Months Ended
April 30, 2013
 
       
Cash Flows from (used in) Operating Activities
    (0 )
Cash Flows from (used in) Investing Activities
    -  
Cash Flows from (used in) Financing Activities
    -  
Net Increase (decrease) in Cash During Period
    (0 )

The decline in our working capital at April 30, 2013 from the period ended July 31, 2009 is reflective of the current state of our business development, primarily due to the decrease in our professional fees paid, due to lack of available funding.  As of, April 30, 2013, we had cash on hand of $0. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended July 31, 2012, that there is substantial doubt that we will be able to continue as a going concern.

We have incurred a net loss of $90,092 for the period from May 7, 2008 (inception) to April 30, 2013 and have no revenues to date. Our future is dependent upon our ability to obtain financing. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.
 
24

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We do not currently have any significant contractual obligations.

Off-Balance Sheet Arrangements

None

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions.

Long-lived Assets

In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. As of March 31, 2013 and 2012, the Company recorded impairment of $0 and $13,360, respectively.

Asset retirement obligations

The Company has adopted the provisions of FASB ASC 410-20 "Asset Retirement and Environmental Obligations,"   which requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related oil and gas properties. As of March 31, 2013, there has been no asset retirement obligations recorded.
 
25

Foreign Currency Translation

The Company’s functional and reporting currency is the US dollar as substantially all of the Company’s operations are in United States dollars.

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.  

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  If applicable, exchange gains and losses are included in other items on the Statement of Operations.

Basic and Diluted Loss Per Share

The Company computes basic loss per share by dividing the net loss by the weighted average common shares outstanding during the period. There are no potential common shares; accordingly, diluted and basic loss per share amounts are the same.

Fair Value of Financial Instruments

The Company’s only financial instruments are cash, accounts payable, and notes payable. Due to the short maturities of these financial instruments, their fair value approximates their carrying value.  

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, “ Income Taxes” .  Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

Recently Issued Accounting Pronouncements
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.

This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements.
 
26

 
ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45.

An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership Prior to the Asset Purchase Transaction

The Company has one class of its stock outstanding, its common stock.  The following table sets forth certain information as of September 20, 2013 prior to the closing of the Purchase Transaction with respect to the beneficial ownership of our common stock (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock.  As of September 16, 2013, prior to the closing of the Purchase Transaction, there were 78,707,500 shares of common stock outstanding.
 
To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.
 
Name and Address of
Beneficial Owner(1)
 
Shares Beneficially Owned
   
Percentage Beneficially Owned(2)
 
Directors and Executive Officers
           
John F. O’Shea
10 Anson Road
#10-11, International Plaza
Singapore 079903
    0       0 %
                 
All Officers and Directors as a Group
    0       0 %
5% Shareholders
               
Kenneth Edmundson
207-25 Richard Pl SW
Calgary AB, T3E 7N1
Canada
    26,250,000       33.35 %
Robert Edmundson
302 Pilling Dr.
Brandon MB, R7A 6T9
Canada
    17,500,000       22.23 %
 
(1)  
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.  Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
 
(2)  
Based on 78,707,500 shares of our common stock outstanding as of September 20, 2013, prior to the Closing of the Transaction.
 
 
27

 
Security Ownership After the Asset Purchase Transaction
 
The following table sets forth certain information as of September 23, 2013, after giving effect to the Closing of the Transaction, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock.  As of September 23, 2013, after giving effect to the Closing of the Transaction, there were 72,240,000 shares of common stock outstanding.
 
To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.
 
Name and Address of
Beneficial Owner(1)
 
Shares Beneficially Owned
   
Percentage Beneficially Owned(2)
 
Directors and Executive Officers
           
Dermot Monaghan
Villa Umah Duri
Jalan Bumbak No 8
Kerobokan Bali
Indonesia  80361
 
    4,603,146       6.37 %
John F. O’Shea
10 Anson Road
#10-11, International Plaza
Singapore 079903
    20,158,108 (3)     27.90 %
                 
All Officers and Directors as a Group
    24,761,254 (3)     34.28 %
5% Shareholders
               
OFBP Pte Ltd
10 Anson Road
#10-11, International Plaza
Singapore 079903
    20,158,108       27.90 %
Stewart D. Hall
04-05,  8 Napier Road
Singapore 258502
    8,181,438       11.33 %
Craig Ross Thrupp
Rumah 2, Gang Damai,
Jalan Drupadi, Seminyak
Bali   Indonesia  80361
    3,810,826       5.28 %
 
(1)  
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Asset Purchase Act.  Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
 
(2)  
Based on 72,240,000 shares of our common stock outstanding as of September 23, 2013, after giving effect to the Closing of the Transaction.
 
(3)  
Includes 20,158,108 shares held by OFBP Pte Ltd, located at 10 Anson Road #10-11, International Plaza, Singapore 079903.  Mr. John F. O’Shea, our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, is a director and together with his wife, own 100% of OFBP Pte Ltd.  As a result of the foregoing, Mr. O’ Shea may be deemed to beneficially own the securities held by OFBP Pte Ltd.
 
 
28

DIRECTORS AND EXECUTIVE OFFICERS
 
Current Officers and Directors:

Name
Age
Position
John F. O’Shea
47
President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
Dermot Monaghan
54
Director

Biographies

John O'Shea

Mr. O’Shea has over twenty-six years of experience in the financial services and insurance industry. Since January 2011, Mr. O’Shea has served as Vice President Corporate Development for IndoTerra Resources, a private resource company which seeks to acquire highly prospective or mineral producing properties in the resource rich South Pacific.   From January 2005 to January 2011, Mr. O’Shea served as a Director of Global Electronic Trading Pty Ltd (“GET”), a business he co-founded in 1999. GET was licensed by ASIC and caters to both retail and wholesale clients in the futures, foreign exchange and precious metal markets.  From March 2003 to December 2004, Mr. O’Shea served as Business Development Manager for Bendigo Bank.  Prior to that time, Mr. O’Shea launched his first business in 1999, Inch Corp Pty Ltd, which took a “first adopter” approach and developed an online Risk Insurance, Health Insurance, mortgage and financial planning business.  Prior to launching Inch Corp, Mr. O’Shea served in a number of product and business development based roles with The Hannon Group (1990-1999) and William M Mercer (1987-1990). None of the aforementioned companies are a parent, subsidiary or affiliate of the Company.

Mr. O’Shea began his career as an Insurance Broker with AMP Insurance in 1985 and earned a Diploma of Advanced Outdoor Education from 1986 to 1988.  We believe that Mr. O’Shea’s broad experience in the financial services and insurance industry will provide our Board with helpful insight as to its growth potential and objectives.

Dermot Monaghan

Mr. Monaghan has over twenty-five years of experience in the financial services and industry.
From January 2008 to January 2010, Mr. Monaghan was employed by the Royal Bank Of Canada where he held the position of  Marketing and Sales Director for futures, options and base metals and was hired to manage the Futures Sales group, was responsible for developing and maintaining execution and clearing relationships for RBC Capital Markets, and helped build the equity execution platform deploying RBC's NA DMA platform. From January 2003 to August 2007 and from 2010 to the present, Mr. Monaghan was employed by PT Masuka, a property management and development company in Bali, Indonesia where he held the position of managing director and founder. From February 1997 to October 2002, Mr. Monaghan was employed by ABN AMRO (SECS) ASIA Hong Kong where he held the position of Director and Global head of Asian Equity trading.  Prior to 1997, Mr. Monaghan worked for Nava, Standard Chartered Securities, HK asDirector, partner and head of Asian Equity trading, Ing Baring Securities as Director of Trading and board member, Cresvale Securities as Director of trading New York, and Akroyd and Smithers (Now UBS). None of the aforementioned companies are a parent, subsidiary or affiliate of the Company .
 
Additionally, Mr. Monaghan holds professional qualifications from the London Stock Exchange, holds NYSE/NASD Series 7, 17, 63 and 24 Licenses and Singapore Modules 1B, 5 and 6.  We believe that Mr. Monaghan’s broad experience in the financial services industry will provide our Board with helpful insight as to its growth potential and objectives.
 
29

Terms of Office
 
The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s shareholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.  The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.
 
The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.
 
Involvement in Certain Legal Proceedings
 
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
 
Committees of the Board
 
Our Board of Directors held no formal meetings during the fiscal year ended July 31, 2013.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and our bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.  We do not presently have a policy regarding director attendance at meetings.
 
We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions.  Due to the size of our board, our Board of Directors believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors.  We do not have an audit, nominating or compensation committee charter as we do not currently have such committees.  We do not have a policy for electing members to the board.  Neither our current nor proposed directors are independent directors as defined in the NASDAQ listing standards.
 
It is anticipated that the Board of Directors will form separate compensation, nominating and audit committees, with the audit committee including an audit committee financial expert.
 
Audit Committee
 
Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so upon the appointment of the proposed directors until such time as a separate audit committee has been established.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Exchange Act requires our directors, executive officers, and shareholders holding more than 10% of our outstanding Common Stock to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of our Common Stock. Executive officers, directors, and persons who own more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.
 
Based solely upon a review of Forms 3, 4, and 5 delivered to us as filed with the SEC during our most recent fiscal year, none of our executive officers and directors, and persons who own more than 10% of our Common Stock failed to timely file the reports required pursuant to Section 16(a) of the Exchange Act.
 
30

Nominations to the Board of Directors
 
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.  Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment.
 
In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business.  Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.
 
In carrying out its responsibilities, the Board will consider candidates suggested by shareholders.  If a shareholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws.  Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Indo Global Exchange(s) Pte Ltd., Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia KAV146

Board Leadership Structure and Role on Risk Oversight
 
John F. O’Shea currently serves as the Company’s principal executive officer and a director.  The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources.  The Board of Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company.
 
Subsequent to the closing of the Transaction, it is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company’s risk oversight function.
 
Compensation Committee Interlocks and Insider Participation
 
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
 
Family Relationships
 
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
 
31

EXECUTIVE COMPENSATION
 
Board Compensation
 
We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.  However, we intend to review and consider future proposals regarding board compensation.  All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
 
Executive Compensation
 
No director, officer or employee received compensation during the Registrant’s last fiscal year.
 
Potential Payments Upon Termination or Change-in-Control
 
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the Company.  We currently have no employment agreements nor any compensatory plans or arrangements with any of our executive officers that may result from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
 
Certain Relationships and Transactions
 
There are no family relationships between any of our former directors or executive officers and new directors or new executive officers.  None of the new directors and executive officers were directors or executive officers of the Company prior to the Closing of the Asset Purchase Transaction, nor did any hold any position with the Company prior to the Closing of the Asset Purchase Transaction, nor have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.
 
Review, Approval or Ratification of Transactions with Related Persons
 
As we have not adopted a Code of Ethics, we rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
 
Related Party Transactions
 
In accordance with the Purchase Agreement, upon the consummation of the Transaction, the Selling Shareholders directly received approximately 60% of the issued and outstanding common stock of the Company as consideration for the sale of the Assets by Indo Global to the Company.  Mr. John F. O’Shea, our sole executive officer and a director, is a director and owner of OFBP Pte Ltd, one of the Selling Shareholders.  In addition, Mr. Dermot Monaghan, our director, also received shares of common stock of the Company as a Selling Shareholder.
 
On September 23, 2013, Robert Edmunson and Kenneth Edmundson our former directors and officers, and Wahyu Yasa Suamantra surrendered an aggregate of 46,856,875 shares of our common stock for cancellation.
 
Other than as set forth above, none of our current officers or directors have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.
 
32

Director Independence
 
During the year ended December 31, 2012, we did not have any independent directors on our board.  We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities and  Commission.
 
Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.
 
LEGAL PROCEEDINGS
 
None.
 
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS
 
Market Information
 
Our common stock is currently listed for trading on OTCQB under the Symbol: “IGEX”  The table below lists the high and low closing prices per share of our common stock as quoted on the OTCQB.
 
Fiscal 2014
 
High
   
Low
 
First Quarter (through September 13, 2012)
 
$
0.80
   
$
0.60
 
Fiscal 2013
 
High
   
Low
 
Fourth Quarter (through July 31, 2013)
 
$
0.60
   
$
0.60
 

Trading in our common stock has been sporadic and the quotations set forth above are not necessarily indicative of actual market conditions.  All prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily reflect actual transactions.

Holders
 
As of September 20, 2013, there were approximately 4 shareholders of record of our common stock based upon the shareholders’ listing provided by our transfer agent.  Our transfer agent is Holladay Stock Transfer, Inc., 2939 No. 67th Place, Suite C, Scottsdale, AZ 85251 and its phone number is: (480) 481-3940.
 
33

Dividends
 
We have never paid cash dividends on our common stock.  We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.  Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant.  Our retained earnings deficit currently limits our ability to pay dividends.
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
None.
 
RECENT SALES OF UNREGISTERED SECURITIES
 
Reference is made to Item 3.02 of this Form 8-K for a description of recent sales of unregistered securities, which is hereby incorporated by reference.
 
DESCRIPTION OF SECURITIES
 
The following information describes our capital stock and provisions of our articles of incorporation and our bylaws, all as in effect upon the Closing of the Transaction.  This description is only a summary.  You should also refer to our articles of incorporation and bylaws which have been incorporated by reference or filed with the Securities and Exchange Commission as exhibits to this Form 8-K.
 
General
 
Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 per share, of which 31,850,625 shares were issued and outstanding immediately prior to the Closing of the Transaction after giving effect to the cancellation of certain shares held by former officers and directors and 10,000,000  shares of preferred stock at a par value of $0.001 per share, none of which were issued and outstanding immediately prior to the Closing of the Transaction.
 
Common Stock
 
The holders of Common Stock are entitled to one vote per share. They are not entitled to cumulative voting rights or preemptive rights. The holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. However, the current policy of the Board of Directors is to retain earnings, if any, for operations and growth.  Upon liquidation, dissolution or winding-up, the holders of Common Stock are entitled to share ratably in all assets that are legally available for distribution after payment in full of any preferential amounts. The holders of Common Stock have no subscription, redemption or conversion rights. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the Board of Directors and issued in the future.  All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

Preferred Stock
 
The Company has not issued any shares of Preferred Stock.
 
Outstanding Options, Warrants and Convertible Securities
 
We do not have any outstanding options, warrants or convertible securities.
 
34

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 
None.
 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Reference is made to (i) the unaudited pro-forma financial statements of the Company as of July 31, 2012, included in Exhibit 99.1, which are incorporated herein by reference; (ii) the audited financial statements of the Company for the fiscal years ended July 31, 2012 and July 31, 2011 which are incorporated by reference to our Annual Report on  Form 10-K, as filed with the SEC on November 16, 2012; and (iii) the unaudited financial statements of the Company for the fiscal quarter ended April 30, 2013 which are incorporated by reference from our Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2013.
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
Nevada Law
 
Section 78.7502 of the Nevada Revised Statutes (“NRS”) permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
 
 
(a)
is not liable pursuant to NRS 78.138, or
 
 
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 
In addition, NRS 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:
 
 
(a)
is not liable pursuant to NRS 78.138; or
 
 
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
 
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
 
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NRS 78.752 allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
 
Other financial arrangements made by the corporation pursuant to NRS 78.752 may include the following:
 
 
(a)
the creation of a trust fund;
 
 
(b)
the establishment of a program of self-insurance;
 
 
(c)
the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and
 
 
(d)
the establishment of a letter of credit, guaranty or surety
 
No financial arrangement made pursuant to NRS 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.
 
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
 
 
(a)
by the shareholders;
 
 
(b)
by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
 
 
(c)
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or
 
 
(d)
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
 
 
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Charter Provisions and Other Arrangements of the Registrant
 
Pursuant to the provisions of the NRS, the Registrant has adopted the following provisions in its Articles of Incorporation for its directors and officers:
 
Articles – The Registrant’s Articles of Incorporation provide that the liability of directors and officers of the Corporation shall be eliminated, except liability for acts or omissions which involve intentional misconduct, fraud, or knowing violation of law, or the payment of dividends in violation of the NRS.

Bylaws – The Registrant’s Bylaws provide that the corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is required to be made under subsection (d).”

SECTION 3 - SECURITIES AND TRADING MARKETS [SUNG COMPLETE]

Item 3.02.       Unregistered Sales of Equity Securities.
 
As more fully described in Item 2.01 above, in connection with the Purchase Agreement, on the Closing Date, we issued a total of 43,496,250 shares of our common stock directly to the Selling Shareholders as consideration for the sale and transfer of the Assets to the Company.  Reference is made to the disclosures set forth under Item 2.01 of this Form 8-K, which disclosures are incorporated herein by reference.
 
The issuance to the Selling Shareholders was conducted in reliance upon Regulation S of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "Securities Act"), to an investor in an offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by such investor.
 
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01.       Changes in Control of Registrant.

As more fully described in Item 2.01 above, incorporated herein by reference, on September 23, 2013, we closed the Transaction pursuant to the Purchase Agreement.  As a result of the Transaction, the Selling Shareholders acquired 60% of our issued and outstanding common stock.
 
Item 5.06.       Change in Shell Company Status.
 
Reference is made to the Transaction under the Purchase Agreement, as described in Item 2.01, which is incorporated herein by reference. The Company ceased being a shell company as of the Closing Date of the Transaction.
 
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBIT
 
Item 9.01.       Financial Statements and Exhibits.
 
 
 (c)
Audited financial statements of the Company for the fiscal years ended July 31, 2012 and July 31, 2011.  (Incorporated by reference to our Annual Report on Form 10-K, as filed with the SEC on November 16, 2012)
 
 
Unaudited financial statements of the Company for the fiscal quarter ended April 30, 2013. (Incorporated by reference from our Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2013)
 
 
Unaudited pro-forma financial statements of the Company as of July 31, 2012.  (filed herewith)
 
 
(d)
Exhibits
 
Exhibit Number
Description
2.1
Stock Exchange Agreement by and among the Company, Indo Global Exchange PTE LTD. and the shareholders identified therein, dated July 17, 2013 (incorporated by reference to our Current Report on Form 8-K filed on July 18, 2013).
2.2
Amended and Restated Asset Purchase Agreement by and among the Company, Indo Global Exchange PTE LTD. and the shareholders identified therein, dated September 23, 2013*
3.1
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 10, 2008).
3.2
Certificate of Change to Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2013).
3.3
Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2013).
3.4
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 10, 2008).
10.1
Escrow Agreement by and among the Company, Greenberg Traurig LLP, as escrow agent, and the shareholders identified therein, dated September 23, 2013.*
10.2
Bill of Sale between the Company and Indo Global PTE LTD., dated September 23, 2013.*
10.3
Assignment and Assumption Agreement between the Company and Indo Global PTE LTD., dated September 23, 2013.*
10.4
Indemnification Agreement between the Company and John F. O’Shea, dated September 23, 2013.*
10.5
Indemnification Agreement between the Company and Dermot Monaghan, dated September 23, 2013.*
10.6
Letter of Intent between the Company and PT Elite Prima Hutama*
10.7
Affiliate Agreement between the Company and Australian Stock Report Limited, dated September 5, 2013.*
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The Company has no subsidiaries.
99.1
Pro Forma Financial Statements*
______________
*Filed Herewith
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  INDO GLOBAL EXCHANGE (S) PTE LTD.  
       
Date: Septamber 25, 2013
By:
/s/ John F. O’Shea  
  Name: John F. O’Shea  
  Title: President and Chief Executive Officer  
       
 
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AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
 
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “ Agreement ”) is made this 23rd day of September, 2013 by and among Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (f/k/a Claridge Ventures, Inc.) (“ Pubco ”) on one hand, and Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (the “ Company ”) and the shareholders of the Company as set forth on Exhibit A attached hereto (collectively, the “ Selling Shareholders ”), on the other hand.
 
BACKGROUND
 
A.            The Company and Pubco had entered into a Stock Exchange Agreement dated July 17, 2013 (the “ Exchange Agreement ”) pursuant to which Pubco would acquire the Company’s outstanding shares through a voluntary stock exchange with the Selling Shareholders.
 
B.            Pubco and the Company desire to amend and restate the Exchange Agreement such that Pubco purchases and assumes from the Company, the assets described in this Agreement, subject to the terms and conditions set forth herein, in exchange for the issuance of shares of common stock of Pubco to the Company (the “ Asset Purchase ”).
 
C.            Pubco, the Company, and the Selling Shareholders desire to make certain representations, warranties, covenants and agreements in connection with the Asset Purchase and also to prescribe various conditions to the Asset Purchase.
 
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:
 
ARTICLE I
 
SALE OF ASSETS
 
1.01             Sale and Transfer of Assets .  On and subject to the terms and conditions set forth in this Agreement, the Company agrees to sell, grant, convey, transfer, assign and deliver (“ Transfer ”) to Pubco, and Pubco agrees to purchase, acquire, assume and accept from the Company, free and clear of any claims, rights, mortgages, security interests, liabilities, liens, pledges, charges, equities, claims, covenants, conditions, restrictions and encumbrances of any kind or nature whatsoever, contingent or otherwise (“ Liens ”), all of the Company’s right, title, and interest in and to the assets of the Company set forth on Schedule 1.01 attached hereto (the “ Purchased Assets ”) at the Closing (as defined herein) in consideration for the issuance by Pubco of the Shares (as defined herein) to the Company.
 
1.02             No Assumption of Liabilities .  Pubco shall in no event assume or be responsible for any liabilities, obligations, claims or Liens of the Company, contingent or otherwise, known or unknown and whether now existing or later arising, unless expressly stated herein.
 
1.03             Consideration .  Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, in consideration of the Transfer of the Purchased Assets, Pubco agrees to issue 43,496,250 shares of common stock, par value $0.001 per share (the “ Shares ”) to the Company.  The Company hereby directs Pubco to directly issue the Shares to the Selling Shareholders in their respective amounts as set forth in Exhibit A , on the Closing Date (as defined herein).  All of the Shares will be delivered into escrow (the “ Escrow Shares ”) pursuant to the terms of the Escrow Agreement attached hereto as Exhibit C (the “ Escrow Agreement ”).  The Escrow Shares shall be released to the respective Selling Shareholders seven (7) months from the Closing Date. 
 
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1.04            Closing
 
.  Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VI and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the Asset Purchase (the “ Closing ”) will take place at 10:00 a.m. U.S. Pacific Standard Time on the business day within three (3) days of satisfaction of the conditions set forth in Article V (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article V) (the “ Closing Date ”), at the offices of Greenberg Traurig, LLP, 1201 K Street, Suite 1100, Sacramento, California, unless another date, time or place is agreed to in writing by the parties hereto.
 
ARTICLE II
 
REPRESENTATIONS AND WARRANTIES
 
2.01            Representations and Warranties of the Company
 
.  Except as set forth in the disclosure schedule delivered by the Company to Pubco at the time of execution of this Agreement (the “ Company Disclosure Schedule ”), the Company represents and warrants to Pubco as follows:
 
(a)            Organization, Standing and Power
 
.  The Company is duly organized, validly existing and in good standing under the laws of Singapore and has the requisite power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 8.02).
 
(b)            Subsidiaries
 
.  Except as set forth on Schedule 2.01(b), the Company does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.
 
(c)            Capital Structure
 
.  The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is specified on Schedule 2.01(c). Except as set forth in Schedule 2.01(c), no shares of capital stock or other equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.  There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. Except as set forth in Schedule 2.01(c), there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which they are bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.  There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company.  There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company common stock or other securities under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “ Securities Act ”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.
 
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(d)            Corporate Authority; Noncontravention
 
.  The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company.  This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.  The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under, (i) the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.
 
(e)            Governmental Authorization
 
.  No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any United States court, administrative agency or commission, or other federal, state or local government or other governmental authority, agency, domestic or foreign (a “ Governmental Entity ”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Securities Act or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).
 
(f)            Financial Statements of the Company .
 
(i)           Since July 1, 2013 (the “ Company Balance Sheet Date ”), there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business.
 
(ii)           Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.
 
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(g)            Absence of Certain Changes or Events
 
.  Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
 
(i)           material adverse change with respect to the Company;
 
(ii)           event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
 
(iii)           condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
 
(iv)           incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
 
(v)           creation or other incurrence by the Company of any Lien on any asset other than in the ordinary course consistent with past practices;
 
(vi)           transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
 
(vii)           labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
 
(viii)           payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
 
(ix)           write-offs or write-downs of any assets of the Company;
 
(x)           creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
 
(xi)           damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
 
(xii)           other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
 
(xiii)           agreement or commitment to do any of the foregoing.
 
(h)            Certain Fees
 
.  No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
 
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(i)            Litigation; Labor Matters; Compliance with Laws .
 
(i)           There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.
 
(ii)           The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Company.
 
(iii)           The conduct of the business of the Company complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
 
(j)            Benefit Plans
 
.  Except as set forth on Schedule 2.01(j), the Company is not a party to any Benefit Plan under which the Company currently has an obligation to provide benefits to any current or former employee, officer or director of the Company.  As used herein, “ Benefit Plan ” shall mean any employee benefit plan, program, or arrangement of any kind, including any defined benefit or defined contribution plan, stock ownership plan, executive compensation program or arrangement, bonus plan, incentive compensation plan or arrangement, profit sharing plan or arrangement, deferred compensation plan, agreement or arrangement, supplemental retirement plan or arrangement, vacation pay, sickness, disability, or death benefit plan (whether provided through insurance, on a funded or unfunded basis, or otherwise), medical or life insurance plan providing benefits to employees, retirees, or former employees or any of their dependents, survivors, or beneficiaries, severance pay, termination, salary continuation, or employee assistance plan.
 
(k)            Certain Employee Payments .  The Company is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of the Company of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.
 
(l)            Properties and Tangible Assets .
 
(i)           The Company has valid land use rights for all real property included in the Purchased Assets, clear and marketable title to all the tangible properties and tangible assets included in the Purchased Assets, free and clear of all material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever.  Any real property and facilities held under lease by the Company and included in the Purchased Assets is held by the Company under valid, subsisting and  enforceable leases of which the Company is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.
 
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(ii)           The Company has good and marketable title to, or in the case of leased property, a valid leasehold interest in, the office space, computers, equipment and other material tangible assets which included in the Purchased Assets.  Except as set forth on Schedule 2.01(l), each such tangible asset is in all material respects in good operating condition and repair (subject to normal wear and tear), is suitable for the purposes for which it presently is used, and, except as to leased assets, free and clear of any and all security interests.  The Company does not have any knowledge of any dispute or claim made by any other person concerning such right, title and interest in such tangible assets.
 
(m)            Intellectual Property
 
(i)           As used in this Agreement, “ Intellectual Property ” means all right, title and interest in or relating to all intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention, including, but not limited to the following: (a) service marks, trademarks, trade names, trade dress, logos and corporate names (and any derivations, modifications or adaptations thereof), Internet domain names and Internet websites (and content thereof), together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof (collectively, “ Marks ”); (b) patents and patent applications, including all continuations, divisionals, continuations-in-part and provisionals and patents issuing thereon, and all reissues, reexaminations, substitutions, renewals and extensions thereof (collectively, “ Patents ”); (c) copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions and reversions thereof (collectively, “ Copyrights ”); (d) confidential and proprietary information, trade secrets and non-public discoveries, concepts, ideas, research and development, technology, know-how, formulae, inventions (whether or not patentable and whether or not reduced to practice), compositions, processes, techniques, technical data and information, procedures, designs, drawings, specifications, databases, customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (collectively, “ Trade Secrets ”); and (e) Technology.  For purposes of this Agreement, “ Technology ” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein.  Further, for purposes of this Agreement, “ Software ” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.
 
(ii)           Schedule 2.01(m) sets forth a list and description of the Intellectual Property required for the Company to operate, or used or held for use by the Company, in the operation of its business, including, but not limited to (a) all issued Patents and pending Patent applications, registered Marks, pending applications for registration of Marks, unregistered Marks, registered Copyrights of the Company and the record owner, registration or application date, serial or registration number, and jurisdiction of such registration or application of each such item of Intellectual Property, (b) all Software developed by or for the Company and (c) any Software not exclusively owned by the Company and incorporated, embedded or bundled with any Software listed in clause (b) above (except for commercially available software and so-called “shrink wrap” software licensed to the Company on reasonable terms through commercial distributors or in consumer retail stores for a license fee of no more than $10,000).
 
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(iii)           The Company is the exclusive owner of or has a valid and enforceable right to use all Intellectual Property listed for the Company in Schedule 2.01(m) (and any other Intellectual Property required to be listed in Schedule 2.01(m)) as the same are used, sold, licensed and otherwise commercially exploited by the Company, free and clear of all Liens, and no such Intellectual Property has been abandoned.  The Intellectual Property owned by the Company and the Intellectual Property licensed to it pursuant to valid and enforceable written license agreements include all of the Intellectual Property necessary and sufficient to enable the Company to conduct its business in the manner in which such business is currently being conducted.  The Intellectual Property owned by the Company and its rights in and to such Intellectual Property are valid and enforceable.
 
(iv)           The Company has not received, and is not aware of, any written or oral notice of any reasonable basis for an allegation against the Company of any infringement, misappropriation, or violation by the Company of any rights of any third party with respect to any Intellectual Property, and the Company is not aware of any reasonable basis for any claim challenging the ownership, use, validity or enforceability of any Intellectual Property owned, used or held for use by the Company.  The Company does not have any knowledge (a) of any third-party use of any Intellectual Property owned by or exclusively licensed to the Company, (b) that any third-party has a right to use any such Intellectual Property, or (c) that any third party is infringing, misappropriating, or otherwise violating (or has infringed, misappropriated or violated) any such Intellectual Property.
 
(v)           The Company has not infringed, misappropriated or otherwise violated any Intellectual Property rights of any third parties, and the Company is not aware of any infringement, misappropriation or violation of any third party rights which will occur as a result of the continued operation of the Company as presently operated and/or the consummation of the transaction contemplated by this Agreement.
 
(vi)           The Company has taken adequate security measures to protect the confidentiality and value of its Trade Secrets (and any confidential information owned by a third party to whom the Company has a confidentiality obligation).
 
(vii)           The consummation of the transactions contemplated by this Agreement will not adversely affect the right of the Company to own or use any Intellectual Property owned, used or held for use by it.
 
(viii)           All necessary registration, maintenance, renewal and other relevant filing fees in connection with any of the Intellectual Property owned by the Company and listed (or required to be listed) on Schedule 2.01(m) have been timely paid and all necessary registrations, documents, certificates and other relevant filings in connection with such Intellectual Property have been timely filed with the relevant governmental authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of maintaining such Intellectual Property and all issuances, registrations and applications therefor.  There are no annuities, payments, fees, responses to office actions or other filings necessary to be made and having a due date with respect to any such Intellectual Property within ninety (90) days after the date of this Agreement.
 
(n)            Undisclosed Liabilities
 
.  The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations disclosed to Pubco incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).
 
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(o)            Board Recommendation
 
.  The Board of Directors of the Company has unanimously determined that the terms of the Asset Purchase are fair to and in the best interests of the Selling Shareholders of the Company.
 
(p)            Ownership of Stock
 
.  The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all Liens.
 
(q)            Material Agreements.
 
(i)           Schedule 2.01(q) lists the following contracts and other agreements (“ Material Agreements ”) to which either the Company or the Selling Shareholders are a party: (a) any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of $25,000 (b) any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; (c) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its assets, tangible or intangible; (d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers and managers or any of the Company’s employees; (e) any employment or independent contractor agreement providing annual compensation in excess of $25,000 or providing post-termination or severance payments or benefits or that cannot be cancelled without more than 30 days’ notice; (f) any agreement with any current or former officer, director, shareholder or affiliate of the Company; (g) any agreements relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other person; (h) any agreements for the sale of any of the assets of the Company, other than in the ordinary course of business; (i) any outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (j) any royalty agreements, licenses or other agreements relating to Intellectual Property (excluding licenses pertaining to “off-the-shelf” commercially available software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a license fee of no more than $10,000); and (k) any other agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the Company.
 
(ii)           The Company has made available to Pubco either an original or a correct and complete copy of each written Material Agreement.  Except as set forth on Schedule 2.01(q), with respect to each Material Agreement to which the Company or the Selling Shareholders are a party thereto:  (a) the agreement is the legal, valid, binding, enforceable obligation of the Company or any of the Selling Shareholders and is in full force and effect in all material respects, subject to bankruptcy and equitable remedies exceptions; (b)(X) neither the Company nor the Selling Shareholders party thereto is in material breach or default thereof, (Y) no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; or (Z) the Company has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Agreement; and (c) neither the Company nor the Selling Shareholders have repudiated any material provision of the agreement.
 
(r)            Material Contract Defaults
 
.  The Company is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Company Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default.  For purposes of this Agreement, a “ Company Material Contract ” means any contract, agreement or commitment that is effective as of the Closing Date to which the Company or the Selling Shareholders are a party (i) with expected receipts or expenditures in excess of $25,000, (ii) requiring the Company or the Selling Shareholders to indemnify any person,  (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $25,000 or more, including guarantees of such indebtedness, or (v) which, if breached by the Company or the Selling Shareholders in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from the Company or the Selling Shareholders or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.
 
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(s)            Tax Returns and Tax Payments.
 
(i)           The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions).  All such Tax Returns are true, correct and complete in all respects.  All Taxes due and owing by the Company have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).  Since the Balance Sheet Date, the Company has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.  As of the Closing Date, the unpaid Taxes of the Company will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.
 
(ii)           No material claim for unpaid Taxes has been made or become a Lien against the property of the Company or is being asserted against the Company, and no extension of the statute of limitations on the assessment of any Taxes has been granted to the Company and is currently in effect.
 
(iii)           As used herein, “ Taxes ” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign.  As used herein, “ Tax Return ” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.
 
(t)            Environmental Matters
 
.  The Company is in compliance with all Environmental Laws in all material respects.  The Company holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on the Company, and is compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects.  No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by the Company or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to the Company.  The Company has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to the Company.  The Company has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on the Company.   “ Environmental Laws ” means all applicable foreign, federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws.  “ Hazardous Material ” means any toxic, radioactive, corrosive or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons,  or any substance having any constituent elements displaying any of the foregoing characteristics, which in any event is regulated under any Environmental Law.
 
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(u)            Accounts Receivable
 
.  All of the accounts receivable of the Company that are reflected in the accounting records of the Company as of the Closing Date (collectively, the “ Company Accounts Receivable ”) represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business and for which adequate reserves have been established.  The Company Accounts Receivable are fully collectible to the extent not reserved for on the balance sheet on which they are shown.
 
(v)            Service Liability .  Except as set forth on Schedule 2.01(v), the Company (i) does not have any liability to any customer or client for any service provided by the Company prior to the date hereof, and (ii) does not have any material liability arising out of any services provided, and to the Company’s knowledge, no claims are pending with respect to any services provided, by or on behalf of the Company.
 
(w)            Broker-Dealer Matters.
 
(i)           The Company is duly registered, licensed or qualified as a broker-dealer under, and in compliance with, the applicable laws, rules and regulations of all jurisdictions in which it is required to be so registered, licensed or qualified and each such registration, license or qualification is in full force and effect, except for any non-compliance as would not, individually or in the aggregate, have a material adverse effect with respect to the Company. There is no action or proceeding pending or, to the Company’s knowledge, threatened that would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such registrations, licenses and qualifications, except as would not, individually or in the aggregate, have a material adverse effect with respect to the Company.
 
(ii)           The Company has made available to Pubco true, correct and complete copies as in effect as of the date hereof of (i) policies of the Company reasonably designed to avoid corruption, bribery, money laundering, political contributions or unlawful payments or gifts to government officials, (ii) personal securities trading policies of the Company, and (iii) codes of conduct and ethics of the Company.
 
(iii)           Except as set forth on Schedule 2.01(w), the conduct of the business of the Company, as presently conducted and as conducted at all times prior to the date hereof, does not require the Company or any of its officers or employees to be registered as an investment or investment adviser representative or agent under the laws, rules and regulations of any Governmental Entity.
 
(x)            Compliance With Anti-Corruption Laws . Neither the Company nor to the knowledge of the Company, any director, officer, agent, employee or other person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any applicable U.S. laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
 
(y)            OFAC . Neither the Company, nor to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.
 
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(z)            Money Laundering Laws . The operations of the Company are and have been conducted at all times in compliance with all applicable financial record keeping and reporting requirements, anti-terrorist financing legislation and money laundering statutes of all applicable jurisdictions and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
 
(aa)            Full Disclosure .  All of the representations and warranties made by the Company in this Agreement, and all statements set forth in the certificates delivered by the Company at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.  The copies of all documents furnished by the Company pursuant to the terms of this Agreement are complete and accurate copies of the original documents.  The schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to Pubco or its representatives by or on behalf of any of the Company or its affiliates in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.
 
2.02            Representations and Warranties of Pubco
 
.  Except as set forth in the disclosure schedule delivered by Pubco to the Company at the time of execution of this Agreement (the “ Pubco Disclosure Schedule ”), Pubco represents and warrants to the Company and the Selling Shareholders as follows:
 
(a)            Organization, Standing and Corporate Power
 
.  Pubco is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  Pubco is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to Pubco.  Shares of common stock of Pubco, par value $0.001 (“ Pubco Common Stock ”), are quoted on the OTC Bulletin Board under the symbol “ IGEX .”
 
(b)            Subsidiaries
 
.  Pubco does not own directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.
 
(c)            Capital Structure of Pubco
 
.  As of the date of this Agreement, the authorized capital stock of Pubco consists of 100,000,000 shares of Pubco Common Stock, $0.001 par value, of which approximately 72,240,000 shares of Pubco Common Stock are issued and outstanding and no shares of Pubco Common Stock are issuable upon the exercise of warrants, convertible notes, options or otherwise except as set forth in the Pubco SEC Documents (as defined herein).  Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding.  All shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities.
 
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(d)            Corporate Authority; Noncontravention
 
.  Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco.  This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.  The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.
 
(e)            Government Authorization
 
.  No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to Pubco in connection with the execution and delivery of this Agreement by Pubco, or the consummation by Pubco of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act.
 
(f)            Financial Statements
 
.  The financial statements of Pubco included in the reports, schedules, forms, statements and other documents filed by Pubco with the Securities and Exchange Commission (“ SEC ”) (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ Pubco SEC Documents ”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Pubco as of the dates thereof and the results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Pubco’s independent accountants).  Except as set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements of Pubco included in the Pubco SEC Documents, Pubco has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Pubco.
 
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(g)            Absence of Certain Changes or Events
 
.  Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.02(g), since the date of the most recent financial statements included in the Pubco SEC Documents, Pubco has conducted its business only in the ordinary course consistent with past practice in light of its current business circumstances, and there is not and has not been any:
 
(i)           material adverse change with respect to Pubco;
 
(ii)           event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of the Company;
 
(iii)           condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement;
 
(iv)           incurrence, assumption or guarantee by Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to the Company in writing;
 
(v)           creation or other incurrence by Pubco of any Lien on any asset other than in the ordinary course consistent with past practices;
 
(vi)           transaction or commitment made, or any contract or agreement entered into, by Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by Pubco of any contract or other right, in either case, material to Pubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
 
(vii)           labor dispute, other than routine, individual grievances, or, to the knowledge of Pubco, any activity or proceeding by a labor union or representative thereof to organize any employees of Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
 
(viii)           payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
 
(ix)           write-offs or write-downs of any assets of Pubco;
 
(x)           creation, termination or amendment of, or waiver of any right under, any material contract of Pubco;
 
(xi)           damage, destruction or loss having, or reasonably expected to have, a material adverse effect on Pubco;
 
(xii)           other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Pubco; or
 
(xiii)           agreement or commitment to do any of the foregoing.
 
(h)            Certain Fees
 
.  No brokerage or finder’s fees or commissions are or will be payable by Pubco to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
 
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(i)            Litigation; Labor Matters; Compliance with Laws
 
.
 
(i)           There is no suit, action or proceeding or investigation pending or, to the knowledge of Pubco, threatened against or affecting Pubco or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Pubco or prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Pubco having, or which, insofar as reasonably could be foreseen by Pubco, in the future could have, any such effect.
 
(ii)           Pubco is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Pubco.
 
(iii)           The conduct of the business of Pubco complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.
 
(j)            Benefit Plans
 
.  Pubco is not a party to any Benefit Plan under which Pubco currently has an obligation to provide benefits to any current or former employee, officer or director of Pubco.
 
(k)            Certain Employee Payments
 
.  Pubco is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of Pubco of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.
 
(l)            Material Contract Defaults
 
.  Pubco is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Pubco Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default.  For purposes of this Agreement, a “ Pubco Material Contract ” means any contract, agreement or commitment that is effective as of the Closing Date to which Pubco is a party (i) with expected receipts or expenditures in excess of $25,000, (ii) requiring Pubco to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $25,000 or more, including guarantees of such indebtedness, or (v) which, if breached by Pubco in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from Pubco or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.
 
(m)            Properties
 
.  Pubco has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by Pubco or acquired after the date thereof which are, individually or in the aggregate, material to Pubco’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever.  Any real property and facilities held under lease by Pubco are held by them under valid, subsisting and enforceable leases of which Pubco is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.
 
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(n)            Intellectual Property
 
.  Pubco owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted.  All of Pubco’s licenses to use Software programs are current and have been paid for the appropriate number of users.  To the knowledge of Pubco, none of Pubco’s Intellectual Property or Pubco License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against Pubco or its successors. The term “ Pubco License Agreements ” means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $10,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound
 
(o)            Board Determination
 
.  The Board of Directors of Pubco has unanimously determined that the terms of the Asset Purchase are fair to and in the best interests of Pubco and its shareholders.
 
(p)            Undisclosed Liabilities
 
.  Pubco has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Pubco SEC Documents incurred in the ordinary course of business.
 
(q)            Compliance With Anti-Corruption Laws . Neither Pubco nor to the knowledge of Pubco, any director, officer, agent, employee or other person acting on behalf of Pubco has, in the course of its actions for, or on behalf of, Pubco (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any applicable U.S. laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
 
(r)            OFAC . Neither Pubco, nor to the knowledge of Pubco, any director, officer, agent, employee, affiliate or person acting on behalf of Pubco, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.
 
(s)            Money Laundering Laws . The operations of Pubco are and have been conducted at all times in compliance with all Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Pubco with respect to Money Laundering Laws is pending or, to the best knowledge of Pubco, threatened.
 
(t)            Full Disclosure
 
.  All of the representations and warranties made by Pubco in this Agreement, and all statements set forth in the certificates delivered by Pubco at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.  The copies of all documents furnished by Pubco pursuant to the terms of this Agreement are complete and accurate copies of the original documents.  The schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to the Company or its representatives by or on behalf of Pubco and the Pubco Stockholders in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.
 
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2.03            Representations and Warranties of Selling Shareholders
 
.  The Selling Shareholders jointly and severally represent and warrant to Pubco as follows:
 
(a)            Ownership of the Shares
 
.  The Selling Shareholders own all of the shares of the Company, free and clear of all Liens.
 
(b)            Power of Selling Shareholders to Execute Agreement
 
.  The Selling Shareholders have the full right, power, and authority to execute, deliver, and perform this Agreement, and this Agreement is the legal binding obligation of the Selling Shareholders and is enforceable against the Selling Shareholders in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
 
(c)            Agreement Not in Breach of Other Instruments Affecting Selling Shareholders
 
.  The execution and delivery of this Agreement, the consummation of the transactions hereby contemplated, and the fulfillment of the terms hereof will not result in the breach of any term or provisions of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under any agreement or other instrument of any description to which the Selling Shareholders are a party or by which the Selling Shareholders are bound, or any judgment, decree, order, or award of any court, governmental body, or arbitrator or any applicable law, rule, or regulation.
 
(d)            Accuracy of Statements
 
.  Neither this Agreement nor any statement, list, certificate, or any other agreement executed in connection with this Agreement or other information furnished or to be furnished by the Selling Shareholders to Pubco in connection with this Agreement or any of the transactions contemplated hereby contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of circumstances in which they are made, not misleading.
 
ARTICLE III
 
COVENANTS RELATING TO  CONDUCT OF BUSINESS PRIOR TO EXCHANGE
 
3.01            Conduct of the Company and Pubco
 
.  From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, the Company and Pubco shall not, unless mutually agreed to in writing:
 
(a)           engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any Lien upon any of their respective assets or which will not be discharged in full prior to the Closing Date;
 
(b)           sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice;
 
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(c)           fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Closing Date;
 
(d)           except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to the Company and Pubco or their business or assets; or
 
(e)           make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.
 
ARTICLE IV
 
ADDITIONAL AGREEMENTS
 
4.01            Access to Information; Confidentiality
 
.
 
(a)          The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Closing Date to its properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.  For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Closing Date, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.  Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.
 
(b)          No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.
 
4.02            Best Efforts
 
.  Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Asset Purchase and the other transactions contemplated by this Agreement.  Pubco and the Company shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Asset Purchase.
 
4.03            Public Announcements
 
.  Pubco, on the one hand, and the Company, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process.  The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.
 
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4.04            Expenses
 
. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.
 
4.05            No Solicitation
 
.  Except as previously agreed to in writing by the other party, neither the Company nor Pubco shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any exchange, merger, consolidation, business combination, recapitalization or similar transaction involving the Company or Pubco, respectively, other than the transaction contemplated by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Asset Purchase or which would or could be expected to dilute the benefits to either the Company or Pubco of the transactions contemplated hereby.  The Company or Pubco will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing.
 
4.06            Post-Closing Delivery of the Shares Certificates
 
.   Within three (3) business days of the Closing Date, Pubco shall have taken all action necessary to have the Escrow Shares certificates delivered to the Escrow Agent (as defined in the Escrow Agreement).
 
4.07             Financing .  Pubco has reserved shares for and shall complete a financing of not less than $750,000 within one hundred eighty (180) days after the Closing Date.
 
4.08             Stock Split .  On or before the Closing Date, Pubco shall conduct a 1-for-4 reverse split of all of its authorized, issued and outstanding shares of common stock.
 
ARTICLE V
 
CONDITIONS PRECEDENT
 
5.01            Conditions to Each Party’s Obligation to Effect the Asset Purchase
 
.  The obligation of each party to effect the Asset Purchase and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
 
(a)            No Restraints
 
.  No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Asset Purchase shall have been issued by any court of competent jurisdiction or any other Governmental Entity having jurisdiction and shall remain in effect, and there shall not be any applicable legal requirement enacted, adopted or deemed applicable to the Asset Purchase that makes consummation of the Asset Purchase illegal.
 
(b)            Governmental Approvals
 
.  All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity having jurisdiction which the failure to obtain, make or occur would have a material adverse effect on Pubco or the Company shall have been obtained, made or occurred.
 
(c)            No Litigation
 
.  There shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by the Company, Pubco or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of the Company or Pubco.
 
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(d)            Selling Shareholders Approval
 
.  The Selling Shareholders shall have adopted and approved this Agreement and the Asset Purchase in accordance with applicable law.
 
5.02            Conditions Precedent to Obligations of Pubco
 
.  The obligation of Pubco to effect the Asset Purchase and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
 
(a)            Representations, Warranties and Covenants
 
.  The representations and warranties of the Company and the Selling Shareholders in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) the Company and the Selling Shareholders shall each have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Closing Date.
 
(b)            Consents
 
.  Pubco shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.
 
(c)            Officer’s Certificate of the Company
 
.  Pubco shall have received a certificate executed on behalf of the Company by an executive officer of the Company confirming that the conditions set forth in Sections 5.02(a) and 5.02(d) have been satisfied.
 
(d)            No Material Adverse Change
 
.  There shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including intangible assets) and properties of the Company that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company.
 
(e)            Selling Shareholder Representation Letter
 
.  The Selling Shareholders shall have executed and delivered to Pubco a shareholder representation letter in substantially the form attached hereto as Exhibit B , and Pubco shall be reasonably satisfied that the issuance of the Shares pursuant to the terms of this Agreement is exempt from the registration requirements of the Securities Act.
 
(f)            Bill of Sale and Assignment and Assumption Agreement
 
.  The Company shall deliver any and all instruments necessary to effect the Transfer of the Purchased Assets, including, without limitation, a Bill of Sale in the form of Exhibit D attached hereto, and an Assignment and Assumption Agreement in the form of Exhibit E attached hereto.
 
(g)            Secretary’s Certificate of the Company
 
.  Pubco shall have received a certificate, dated as of the Closing Date, from the Secretary of the Company, certifying (i) as to the incumbency and signatures of the officers of the Company, who shall execute this Agreement and documents at the Closing and (ii) that attached thereto is a true and complete copy of (A) the articles or certificate of incorporation of the Company and all amendments thereto, (B) the bylaws of the Company and all amendments thereto, and (C) resolutions of the Board of Directors of the Company and its shareholders authorizing the execution, delivery and performance of this Agreement by the Company.
 
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(h)            Escrow Agreement
 
(i)                              .  Pubco, the Selling Shareholders and the Escrow Agent (as defined in the Escrow Agreement) shall have executed and delivered the Escrow Agreement in the form attached hereto as Exhibit C .
 
(j)            Due Diligence Investigation
 
.  Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.
 
5.03            Conditions Precedent to Obligation of the Company
 
.  The obligation of the Company to effect the Asset Purchase and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
 
(a)            Representations, Warranties and Covenants
 
.  The representations and warranties of Pubco in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) Pubco shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it prior to the Closing Date.
 
(b)            Consents
 
.  The Company shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.
 
(c)            Officer’s Certificate of Pubco
 
.  The Company shall have received a certificate executed on behalf of Pubco by an executive officer of Pubco, confirming that the conditions set forth in Sections 5.03(a) and 5.03(d) have been satisfied.
 
(d)            No Material Adverse Change
 
.  There shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including intangible assets) and properties of Pubco that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Pubco.
 
(e)            Board Resolutions
 
.  The Company shall have received resolutions duly adopted by Pubco’s Board of Directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.
 
ARTICLE VI
 
TERMINATION, AMENDMENT AND WAIVER
 
6.01            Termination
 
.  This Agreement may be terminated and abandoned at any time prior to the Closing Date:
 
(a)           by mutual written consent of Pubco and the Company;
 
(b)           by either Pubco or the Company if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Asset Purchase and such order, decree, ruling or other action shall have become final and nonappealable;
 
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(c)           by either Pubco or the Company if the Asset Purchase shall not have been consummated on or before September 30, 2013 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Closing Date);
 
(d)           by Pubco, if a material adverse change shall have occurred relative to the Company (and not curable within thirty (30) days);
 
(e)           by the Company if a material adverse change shall have occurred relative to Pubco (and not curable within thirty (30) days);
 
(f)           by Pubco, if the Company willfully fails to perform in any material respect any of its material obligations under this Agreement; or
 
(g)           by the Company, if Pubco willfully fails to perform in any material respect any of its obligations under this Agreement.
 
6.02            Effect of Termination
 
.  In the event of termination of this Agreement by either the Company or Pubco as provided in Section 6.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Pubco or the Company, other than the provisions of the last sentence of Section 4.01(a) and this Section 6.02.  Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.
 
6.03            Amendment
 
.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties upon approval by the party, if such party is an individual, and upon approval of the Boards of Directors of each of the parties that are corporate entities.
 
6.04            Extension; Waiver
 
.  Subject to Section 6.01(c), at any time prior to the Closing Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement.  Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
 
6.05            Return of Documents
 
.  In the event of termination of this Agreement for any reason, Pubco and the Company will return to the other party all of the other party’s documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement.  Pubco and the Company will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party’s information kept confidential.
 
ARTICLE VII
 
INDEMNIFICATION AND RELATED MATTERS
 
7.01            Survival of Representations and Warranties
 
.  The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive until twelve (12) months after the Closing Date (except for with respect to Taxes which shall survive for the applicable statute of limitations plus 90 days, and covenants that by their terms survive for a longer period).  
 
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7.02            Indemnification
 
(a)         Pubco shall indemnify and hold the Selling Shareholders and the Company harmless for, from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) (collectively, “ Losses ”) to which Pubco may become subject resulting from or arising out of any breach of a representation, warranty or covenant made by Pubco as set forth herein.
 
(b)         The Company and the Selling Shareholders shall jointly indemnify and hold Pubco and Pubco’s officers and directors (“ Pubco’s Representatives ”) harmless for, from and against any and all Losses to which Pubco or Pubco’s Representatives may become subject resulting from or arising out of (1) any breach of a representation, warranty or covenant made by the Company or Selling Shareholders as set forth herein; or (2) any and all liabilities arising out of or in connection with: (A) any of the assets of the Company prior to the Closing; or (B) the operations of the Company prior to the Closing.
 
7.03            Notice of Indemnification
 
.  Promptly after the receipt by any indemnified party (the “ Indemnitee ”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “ Indemnifying Party ”) pursuant to this Article VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith.  The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party.  Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article VII or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.  In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense.  In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article VII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim.  An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party.  If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.
 
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ARTICLE VIII
 
GENERAL PROVISIONS
 
8.01            Notices
 
. Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth below (or at such other address for a party as shall be specified by like notice.)  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pacific Standard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Pacific Standard Time) on any business day, (c) on the second business day following the date of mailing, if sent by a nationally recognized overnight courier service, or (d) if by personal delivery, upon actual receipt by the party to whom such notice is required to be given.
 
If to Pubco :

Indo Global Exchange(s) Pte. Ltd. (f/k/a Claridge Ventures, Inc.)
c/o Nevada Agency and Trust
50 West Liberty Street, Suite 880
Reno Nevada, 89501
Attention: President
Telephone No.:  (775) 322-0626
 
with a copy to:
 
Greenberg Traurig, LLP
Attention: Mark C. Lee, Esq.
1201 K Street, Suite 1100
Sacramento, California 95814
Telephone:  (916) 442-1111
Facsimile:  (916) 448-1709
 
If to the Company :

Indo Global Exchange PTE LTD.
Manara Standard Chartered,
JI. Prof. Dr. Satrio KAV 146
30 th Floor, Jakarta Indonesia
Phone: +62 812 17366699
Attn: President
 
All Notices to the Selling Shareholders shall be sent “care of” the Company.
 
8.02            Definitions
 
. For purposes of this Agreement, and in addition to other terms defined elsewhere in this Agreement, the following terms have the meaning assigned to them below:
 
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(a)           an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;
 
(b)           “material adverse change” or “material adverse effect” means, when used in connection with the Company or Pubco, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole (after giving effect in the case of Pubco to the consummation of the Asset Purchase);
 
(c)           “ordinary course of business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency);
 
(d)           “person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity;
 
(e)           “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) that is owned directly or indirectly by such first person; and
 
(f)           “security interest” means any mortgage, pledge, lien, encumbrance, deed of trust, lease, charge, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement or any other security interest, other than (i) mechanic’s, materialmen’s, and similar liens, (ii) statutory liens for taxes not yet due and payable, (c) purchase money liens and liens securing rental payments under capital lease arrangements, (iii) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; and (iv) encumbrances, security deposits or reserves required by law or by any Governmental Entity.
 
8.03            Interpretation
 
.  When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
 
8.04            Entire Agreement; No Third-Party Beneficiaries
 
.  This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.  This Agreement is not intended to confer upon any person other than the parties any rights or remedies.
 
8.05            Governing Law
 
.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
 
8.06            Assignment
 
.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
 
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8.07            Enforcement
 
.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Nevada, this being in addition to any other remedy to which they are entitled at law or in equity.  In addition, each of the parties hereto (a) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (b) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.
 
8.08            Severability
 
.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
 
8.09            Counterparts
 
.  This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.  This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties.  No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.
 
8.10            Attorneys Fees
 
.   In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.
 
8.11            Currency
 
.  All references to currency in this Agreement shall refer to the lawful currency of the United States of America.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written.
 
    Pubco :      
         
   Indo Global Exchange(s) Pte. Ltd.    
         
  By:      
  Name:  John O’Shea    
  Title:  President    
         
    Company :    
         
   Indo Global Exchange PTE LTD.  
         
  By:      
  Name: Ang Hock Hin    
  Title: Director    
 
 
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COUNTERPART SIGNATURE PAGE
TO
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

The undersigned does hereby agree to be bound by all of the terms and provisions of the Amended and Restated Asset Purchase Agreement, including all exhibits and schedules attached thereto, dated September __, 2013, by and among, Indo Global Exchange(s) Pte Ltd., a Nevada corporation (“ Pubco ”) on one hand, and Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (the “ Company ”) and each of the shareholders of the Company (each a “ Selling Shareholder ” and collectively, the “ Selling Shareholders ”), on the other hand.
 
Selling Shareholder :
By:                                                      

Print Name:                                                      

Company:                                                      

Title:                                                      
 
 
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EXHIBIT A

 
DISTRIBUTION OF PUBCO SHARES TO SELLING SHAREHOLDERS
 
Name of Selling Shareholder
No. of Pubco Shares
Dermot Monaghan
4,603,146
Stewart D. Hall
8,181,438
Craig Ross Thrupp
3,810,826
George Sarros
1,584,506
Jonathan Klingender
700,000
Reece Damien Glasby
1,351,351
OFBP Pte Ltd
20,158,108
Herawan Rusmanhadi
3,106,875
 
 
 

 



ESCROW AGREEMENT
 
This Escrow Agreement (this “ Agreement ”), dated effective as of September 23, 2013, is entered into by and among Indo Global Exchange(s) Pte Ltd. (f/k/a Claridge Ventures, Inc.), a Nevada corporation (the “ Company ”), Greenberg Traurig, LLP, as escrow agent (“ Escrow Agent ”) and each of the Selling Shareholders listed on the signature pages hereto (the “ Selling Shareholders ”).
 
WHEREAS, in connection with the execution of this Agreement, the Company, Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (“ Indo Global ”), and the Selling Shareholders have entered into an Amended and Restated Asset Purchase Agreement (the “ Purchase Agreement ”) pursuant to which the Company acquired certain assets from Indo Global in exchange for the issuance of shares of common stock in the Company to the Selling Shareholders (the “ Asset Purchase ”);

WHEREAS, as an inducement to the Company to enter into the Asset Purchase, the Selling Shareholders agreed to have the Escrow Shares placed into escrow for the benefit of the Company; and
 
WHEREAS, Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Agreement.
 
NOW, THEREFORE, in consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows:
 
1. Definitions .  Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the meanings given such terms in the Purchase Agreement.
 
2. Appointment of Escrow Agent .  The Selling Shareholders and the Company hereby appoint Escrow Agent to act in accordance with the terms and conditions set forth in this Agreement.  Escrow Agent hereby agrees to act as escrow agent in this transaction and subject to the terms of this Agreement.  The Parties hereby appoint Escrow Agent as their joint agent for the purpose of holding and disbursing the Escrow Shares (as defined below) stated herein pursuant to the terms and provisions hereof.  The Selling Shareholders agree to waive any actual or potential conflicts that may arise out of Escrow Agent’s duties hereunder, and agree that in the event of any controversy or dispute hereunder, Escrow Agent may continue its legal representation of the Company.  Additionally, in the event of any controversy or litigation between the Company and the Selling Shareholders, the Selling Shareholders agree to waive any actual or potential conflicts, and agree and acknowledge that Escrow Agent shall not be precluded from its legal representation of the Company as against the Selling Shareholders or any third party.

            3. Establishment of Escrow . Within seven business days following the Closing Date, the Company shall deliver, or cause to be delivered, to Escrow Agent certificates evidencing forty-three million four hundred ninety-six thousand two hundred fifty (43,496,250) shares of common stock of the Company (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) registered in the names of the Selling Shareholders in such proportions as set forth on Exhibit A to the Purchase Agreement (the “ Escrow Shares ”), and the Selling Shareholders shall deliver a stock power executed in blank (or such other instruments of transfer as in accordance with the requirements of the Company’s Transfer Agent).  The Company understands and agrees that the Selling Shareholders’ right to return of the Escrow Shares shall continue to run to the benefit of the Selling Shareholders even if the Selling Shareholders shall have transferred or sold all or any portion of its Escrow Shares, and that the Selling Shareholders shall have the right to assign their rights to return of all or any such shares of common stock to other persons in conjunction with negotiated sales or transfers of any of their Escrow Shares.  As used in this Agreement, “ Transfer Agent ” means Holladay Stock Transfer, Inc. or such other entity hereafter retained by the Company as its stock transfer agent as specified in writing from the Company to the Escrow Agent and the Selling Shareholders.
 
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4. Representations of Selling Shareholders .  Each Selling Shareholder represents and warrants to the Company as follows:
 
a. The Selling Shareholder has all individual power and authority to enter into this Agreement and to carry out its obligations hereunder.  This Agreement has been duly executed by the Selling Shareholder, and when delivered by the Selling Shareholder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
 
b. All of the Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances.  Upon any transfer of Escrow Shares to the Company hereunder, the Company will receive full right, title and authority to such shares.
 
c. Performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Selling Shareholder pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Selling Shareholder, other than such breaches, defaults or liens which would not have a material adverse effect taken as a whole.
 
5. Disbursement of Escrow Shares .  On the date that is seven (7) months after the Closing Date, the Escrow Agent shall release the number of Escrow Shares to the respective Selling Shareholders in the amounts as set forth on Exhibit A to the Purchase Agreement.

            6. Duration . This Agreement shall terminate upon release of the Escrow Shares to the Selling Shareholders as provided in Section 5.
 
7. Escrow Shares .  If Escrow Shares are deliverable to the Company in accordance with this Agreement, the Selling Shareholders covenant and agree to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Selling Shareholders to the Company.  Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by the Selling Shareholder.
 
8. Interpleader and Other Resolutions of Controversies Among the Parties .  Should any controversy arise among the parties hereto with respect to this Agreement or with respect to the right to receive any Escrow Shares, Escrow Agent shall have the right to consult and hire counsel and/or to institute an appropriate interpleader action to determine the rights of the parties.  Escrow Agent is also hereby authorized to institute an appropriate interpleader action upon receipt of a written letter of direction executed by the parties so directing the Escrow Agent.  If Escrow Agent is directed to institute an appropriate interpleader action, it shall institute such action not prior to thirty (30) days after receipt of such letter of direction and not later than sixty (60) days after such date.  Any interpleader action instituted in accordance with this Section 8 shall be filed in any court of competent jurisdiction in the State of California, and the Escrow Shares in dispute shall be deposited with the court and in such event Escrow Agent. Should any controversy arise among the parties hereto or any third person with respect to this Agreement, Escrow Agent may also, at its discretion, hold all funds, documents and instruments, and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s sole discretion, it deems reasonable. Escrow Agent may await settlement of any controversy by appropriate legal proceeding or otherwise, notwithstanding any provision of this Escrow Agreement or related agreements to the contrary. In the event of a controversy, Escrow Agent shall not be liable for interest on any money held in escrow or damages for nondelivery thereunder.
 
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9. Exculpation and Indemnification of Escrow Agent .
 
a. Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise.  Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice.  Escrow Agent will have no duties or responsibilities other than those expressly set forth herein.  Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document.  Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

b. Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, absent gross negligence or willful misconduct.  Escrow Agent may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons.  The duties and responsibilities of Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of California upon fiduciaries. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.
 
c. The Company and the Selling Shareholders each hereby, jointly and severally, indemnify and hold harmless each of Escrow Agent, and any of its principals, partners, agents, employees and affiliates   from and against any expenses, including reasonable attorneys’ fees and disbursements, damages or losses suffered by Escrow Agent in connection with any claim or demand, which, in any way, directly or indirectly, arises out of or relates to this Agreement or the services of Escrow Agent hereunder; except, that if Escrow Agent is guilty of willful misconduct or gross negligence under this Agreement, then Escrow Agent will bear all losses, damages and expenses arising as a result of its own willful
 
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misconduct or gross negligence.  Promptly after the receipt by Escrow Agent of notice of any such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, Escrow Agent will notify the other parties hereto in writing.  For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit or proceeding settled with the express written consent of the parties hereto, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.  The provisions of this Section 9 shall survive the termination of this Agreement, and the resignation or removal of Escrow Agent.
 
10. Resignation of Escrow Agent . At any time, upon ten days’ written notice to the Company, Escrow Agent may resign and be discharged from its duties as Escrow Agent hereunder.  As soon as practicable after its resignation, Escrow Agent will promptly turn over to a successor escrow agent designated by both the Company and the Selling Shareholders, the Escrow Shares held hereunder upon presentation of a document appointing the new escrow agent and evidencing its acceptance thereof.  If, by the end of the ten day period following the giving of notice of resignation by Escrow Agent, the Company and the Selling Shareholders shall have failed to appoint a successor escrow agent, Escrow Agent may interplead the Escrow Shares into the registry of any court having jurisdiction.  Upon the transfer of and accounting for the Escrow Shares as set forth in this Section 10, the Escrow Agent shall be fully relieved of all liability under this Agreement to any and all parties.
 
11. Notice . All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by fax, registered or certified mail, return receipt requested, or overnight courier, to the addresses listed below:

If to the Company :

Indo Global Exchange(s) Pte. Ltd.
c/o Nevada Agency and Trust
50 West Liberty Street, Suite 880
Reno Nevada, 89501
Attention: President
Telephone No.:  (775) 322-0626

with a copy to:

Greenberg Traurig, LLP
Attention: Mark C. Lee, Esq.
1201 K Street, Suite 1100
Sacramento, California 95814
Telephone:  (916) 442-1111
Facsimile:  (916) 448-1709
 
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If to the Escrow Agent :

Greenberg Traurig, LLP
Attention: Mark C. Lee, Esq.
1201 K Street, Suite 1100
Sacramento, California 95814
Telephone:  (916) 442-1111
Facsimile:  (916) 448-1709

If to the Selling Shareholders :

Care of:
Indo Global Exchange PTE LTD.
10 Anson Road 10-11 International Plaza, Singapore
Telephone: +62 812 17366699
Facsimile: _______________

If to the Transfer Agent :

Holladay Stock Transfer, Inc.
2939 No. 67th Place, Suite C
Scottsdale, AZ 85251
Telephone: (480) 481-3940
Facsimile: (480) 481-3941
Attn: Tom Laucks

12. Execution in Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
13. Assignment and Modification . This Agreement and the rights and obligations hereunder of any of the parties hereto may not be assigned without the prior written consent of the other parties hereto.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns.  No other person will acquire or have any rights under, or by virtue of, this Agreement.  No portion of the Escrow Shares shall be subject to interference or control by any creditor of any party hereto, or be subject to being taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such party hereto prior to the disbursement thereof to such party hereto in accordance with the provisions of this Agreement.  This Agreement may be amended or modified only in writing signed by all of the parties hereto.
 
14. Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of laws thereof.
 
15. Headings . The headings contained in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
 
16. Attorneys’ Fees . If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the other party (unless such other party is Escrow Agent), which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief that may be awarded.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set forth opposite their respective names.
  
 
COMPANY:
   
 
Indo Global Exchange(s) Pte. Ltd.
 
By:       _________________________________
Name: John Frederick O’Shea
Its:       President
 
 
ESCROW AGENT:
   
 
Greenberg Traurig, LLP
   
 
By:       _________________________________
Name: _________________________________
Its:        _________________________________
 
 
SELLING SHAREHOLDERS:
 
   
 
_________________________________
 
Dermot Monaghan
   
   
 
_________________________________
 
Stewart D. Hall
   
   
 
_________________________________
 
Craig Ross Thrupp
   
   
 
_________________________________
 
George Sarros
   
   
 
_________________________________
 
Jonathan Klingender
   
   
 
_________________________________
 
Reece Damien Glasby
   
 
_________________________________
Herawan Rusmanhadi
 
 
OFBP Pte Ltd.
 
By:       _________________________________
Name: John Frederick O’Shea
Its:       Director
 
[SIGNATURE PAGE TO ESCROW AGREEMENT]
 
 
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BILL OF SALE AND ASSIGNMENT

BILL OF SALE

THIS BILL OF SALE (this " Bill of Sale ") is entered into and effective as of September 23, 2013 by and between Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (" Seller "), and Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (f/k/a Claridge Ventures, Inc.) (" Buyer ").
 
WHEREAS, Seller, Buyer and the other signatories thereto are parties to an Amended and Restated Asset Purchase Agreement, dated September 23, 2013(the " Purchase Agreement ");
 
WHEREAS, the execution and delivery of this Bill of Sale is contemplated by Section 5.02(f) of the Purchase Agreement; and
 
WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.
 
NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth in the Purchase Agreement, the parties hereto hereby agree as follows:
 
1.   Sale of Purchased Assets .  For true and lawful consideration paid to it by Buyer, the sufficiency of which is hereby acknowledged, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, all right, title and interest in and to all of the Purchased Assets, free and clear of all Liens. The sale, assignment, transfer, conveyance and delivery of the Purchased Assets made hereunder are made in accordance with and subject to the representations, warranties, covenants and provisions contained in the Agreement..
 
2.   Further Assurances .  Seller shall from time to time after the delivery of this Bill of Sale, at Buyer's reasonable request and without further consideration, execute and deliver such other instruments of conveyance and transfer, consents, bills of sale, assignments and assurances presented by Buyer as reasonably necessary to more effectively consummate, confirm or evidence the sale, assignment, transfer, conveyance and delivery to Buyer of the Purchased Assets as contemplated under the Purchase Agreement.
 
3.   Conflict with the Purchase Agreement .  In the event of a conflict between the terms and conditions of this Bill of Sale and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede and prevail.  Notwithstanding anything to the contrary in this Bill of Sale, nothing herein is intended to, nor shall it, extend, amplify, or otherwise alter the representations, warranties, covenants and obligations of the parties contained in the Purchase Agreement or the survival thereof as provided and subject to the limitations set forth in the Purchase Agreement.
 
4.   Power of Attorney .  Seller hereby constitutes and appoints Buyer, its successors and assigns, the true and lawful attorneys of Seller with full power of substitution, in the name of Seller or in the name and stead of Buyer, but on behalf of and for the benefit of Seller, its successors and assigns:
 
(a)  
to collect, demand and receive any and all of the Purchased Assets transferred hereunder and to give receipts and releases for and in respect of the same;
 
 
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(b)  
to institute and prosecute in Seller's names, or otherwise, for the benefit of Buyer, any and all actions, suits or proceedings, at law, in equity or otherwise, which Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets hereby sold and assigned to Buyer or intended so to be, to defend or compromise any and all such actions, suits or proceedings in respect of any of the Purchased Assets, and to do all such acts and things in relation thereto as Buyer shall deem advisable for the collection or reduction to possession of any of the Purchased Assets; and
 
(c)  
to take any and all other reasonable action designed to vest more fully in Buyer the Purchased Assets hereby sold to Buyer or intended so to be and in order to provide for Buyer the benefit, use, enjoyment and possession of such Purchased Assets.
 
Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable by it or upon its subsequent dissolution or in any manner or for any reason. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest with respect thereto.
 
5.   Notices .  Any notice, request or other document to be given hereunder to any party hereto shall be given in the manner specified in Section 8.01 of the Purchase Agreement.  Any party hereto may change its address for receiving notices, requests and other documents by giving written notice of such change to the other parties hereto.
 
6.   Enforceability .  Whenever possible, each provision of this Bill of Sale shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Bill of Sale or the application of any such provision to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Bill of Sale.  Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Bill of Sale a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
 
7.   Amendments . This Bill of Sale may be amended, and any provision of this Bill of Sale may be waived; provided that no such amendment or waiver shall be binding upon any party hereto unless set forth in a writing executed by Buyer and Seller and referring specifically to the provision alleged to have been amended or waived.
 
8.   Assignment .  This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Bill of Sale nor any of the rights, interests or obligations hereunder may be assigned or delegated by Seller (including by operation of law) without the prior written consent of Buyer. In addition, Buyer may assign in whole or in part its rights and obligations pursuant to this Bill of Sale to one or more of its affiliates so long as such affiliates assume in writing all of Buyer's obligations hereunder without exception.  Buyer may assign, in whole or in part and without Seller's consent, this Bill of Sale and its rights and obligations hereunder in connection with a merger or consolidation involving Buyer or in connection with a sale of stock (or other ownership interests) or assets of Buyer or other disposition of all or any portion of the Business so long as Buyer or any such acquirer, as applicable, remains obligated for or assumes in writing all of Buyer's obligations hereunder without exception.  Buyer may assign any or all of its rights pursuant
 
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9.   to this Bill of Sale  to any of its lender(s) as collateral security, so long as Seller's rights hereunder are not diminished except as set forth in the Subordination Agreements.
 
10.   Counterparts .  This Bill of Sale may be executed in one or more counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.
 
11.   Governing Law .  The law of the State of Nevada shall govern all questions concerning the construction, validity, interpretation and enforceability of this Bill of Sale, and the performance of the obligations imposed by this Bill of Sale, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.
 
12.   No Third Party Beneficiaries .  This Bill of Sale is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give any person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder.
 
*  *  *  *  *
 
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IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed as of the date first above written.
 
    BUYER :  
     
   INDO GLOBAL EXCHANGE(S) PTE. LTD.  
     
 By:    
 Name: John O’Shea  
 Title:  President  
     
  SELLER :  
     
  INDO GLOBAL EXCHANGE PTE LTD.  
     
 By :    
 Name: Ang Hock Hin  
 Title:  Director  
     
        
Bill of Sale Signature Page
 
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ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this " Agreement ") is entered into and effective as of September 23, 2013 by and between Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (" Seller ") and Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (" Purchaser ").
 
WHEREAS, Seller, Purchaser and other signatories thereto are parties to an Amended and Restated Asset Purchase Agreement, dated as of September 23, 2013 (the " Purchase Agreement ");
 
WHEREAS, the execution and delivery of this Agreement is contemplated by Section 5.02(f) of the Purchase Agreement; and
 
WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.
 
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in the Purchase Agreement, the parties hereto hereby agree as follows:
 
1.   Assignment and Assumption .  Seller hereby assigns, sells, transfers and sets over (collectively, the “ Assignment ”) to Purchaser all of Seller’s right, title, benefit, privileges and interest in and to, and all of Seller’s burdens, obligations and liabilities in connection with, each of the Purchased Assets.  Purchaser hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants,
 
2.   Conflict with the Purchase Agreement .  In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern, supersede and prevail.  Notwithstanding anything to the contrary in this Agreement, nothing herein is intended to, nor shall it, extend, amplify, or otherwise alter the obligations of the parties contained in the Purchase Agreement or the survival thereof as provided and subject to the limitations set forth in the Purchase Agreement.
 
3.   Further Assurances .  Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement.
 
4.   Successors and Assigns .  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by Seller (including by operation of law) without the prior written consent of Purchaser.
 
5.   Notices .  Any notice, request or other document to be given hereunder to any party hereto shall be given in the manner specified in Section 8.01 of the Purchase Agreement.  Any party hereto may change its address for receiving notices, requests and other documents by giving written notice of such change to the other parties hereto.
 
6.   Severability .  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any person or circumstance shall be held to be prohibited by or
 
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7.   invalid, illegal or unenforceable under applicable law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.  Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
 
8.   Amendments .  This Agreement may be amended, and any provision of this Agreement may be waived; provided that no such amendment or waiver shall be binding upon any party hereto unless set forth in a writing executed by Purchaser and Seller and referring specifically to the provision alleged to have been amended or waived.
 
9.   Counterparts .  This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.
 
10.   Governing Law .  The law of the State of Nevada shall govern all questions concerning the construction, validity, interpretation and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.
 
11.   No Third Party Beneficiaries .  This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties hereto and such permitted assigns, any legal or equitable rights hereunder.
 
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed as of the day and year first above written.
 
    SELLER :  
       
   INDO GLOBAL EXCHANGE PTE LTD.  
       
  By:    
  Name: Ang Hock Hin  
  Title:  Director  
       
    BUYER :  
       
   INDO GLOBAL EXCHANGE(S) PTE. LTD.  
       
  By:    
  Name: John O’Shea  
  Title:  President  
       
Signature Page to Assignment and Assumption Agreement
 
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INDEMNIFICATION AGREEMENT
 
This Indemnification Agreement (this “Agreement”), dated as of September 23, 2013, is made by and between Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.
 
RECITALS
 
A.           The Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;
 
B.           The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers or directors of the Company, it is necessary for the Company contractually to indemnify certain of such persons and to assume for itself maximum liability for expenses and damages in connection with claims against such persons in connection with their service to the Company;
 
C.           Section 7502 of Chapter 78 of the Nevada General Corporation Law, under which the Company is organized (“Section 7502”), empowers the Company to indemnify by agreement its present and former officers and directors and persons who serve, at the request of the Company, as directors or officers of other corporations, partnerships, joint ventures, trusts, or other enterprises and expressly provides that the indemnification provided by Section 7502 is not exclusive; and
 
D.           The Company desires and has requested the Indemnitee to serve or continue to serve as a director or an officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.
 
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
 
1.            Definitions
 
1.1            Agent .  For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or an officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director or an officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or an affiliate of the Company.  The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates, and predecessor corporations.
 
1.2            Company .  For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued,
 
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would have had power and authority to indemnify its directors or officers so that any person who is or was a director or an officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or an officer of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
 
1.3            Expenses .  For the purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 7502 or otherwise; provided , however , that expenses shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.
 
1.4            Fines .  For purposes of this Agreement, references to “fines” includes any excise taxes assessed on a person with respect to any employee benefit plan.
 
1.5            Liabilities .  For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute taxes or penalties, and amounts paid in settlement in connection with a proceeding.
 
1.6            Other Enterprises .  For purposes of this Agreement, “other enterprises” includes employee benefit plans.
 
1.7            Proceeding .  For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.
 
1.8            Subsidiary .  For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries, or by one or more of the Company’s subsidiaries.
 
1.9            Serving at the Request of the Company .  For purposes of this Agreement, “serving at the request of the Company” includes any service as a director or an officer of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
 
2.            Agreement to Serve
 
.   The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any
 
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subsidiary of the Company; provided , however , that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.
 
3.            Directors’ and Officers’ Insurance
 
.   The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.
 
4.            Mandatory Indemnification
 
.   Subject to Section 9 below, the Company shall indemnify the Indemnitee:
 
4.1            Third-Party Actions .  If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and
 
4.2            Derivative Actions .  If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and
 
4.3            Exception for Amounts Covered by Insurance .  Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise
 
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taxes or penalties, and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.
 
5.            Partial Indemnification and Contribution.
 
5.1            Partial Indemnification .  If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.
 
5.2            Contribution .  If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the Nevada General Corporation Law, then in respect of proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid or payable by the Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts.  The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.
 
6.            Mandatory Advancement of Expenses.
 
6.1            Advancement .  Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity.  The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, or otherwise.  The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.
 
6.2            Exception .  Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the
 
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Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith.  If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith.  The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control.  For this purpose, a “change in control” shall mean a given person of group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.
 
7.            Notice and Other Indemnification Procedures.
 
7.1            Notification .   Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
 
7.2            Insurance .  If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.
 
7.3            Defense .  In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so.  After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.
 
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8.              Determination of Right to Indemnification.
 
8.1            Success on Merits .  To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.
 
8.2            Proof by Company .  In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.4 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
 
8.3            Termination of Proceeding .  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.
 
8.4            Applicable Forums .  The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company and, if the Indemnitee is a director or an officer at the time of such determination, the determination shall be made in accordance with (a), (b), (c) or (d) below at the election of the Company:
 
 (a)  
A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less than a quorum;
 
 (b)  
By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority vote of such directors, even though less than a quorum;
 
 (c)  
If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct, by independent legal counsel in a written opinion;
 
 (d)  
The stockholders of the Company;
 
 (e)   A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or
          
 
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A court having jurisdiction of subject matter and the parties.
 
8.5           Submission .  As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.
 
8.6           Appeals .  If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of Nevada, the court in which the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered.  If the forum selected in accordance with Section 8.4 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.
 
8.7           Expenses for Interpretation .  Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.
 
9.            Exceptions
 
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement in the following circumstances:
 
9.1            Claims Initiated by Indemnitee .  To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or
 
9.2            Unauthorized Settlements .  To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or
 
9.3            Securities Law Actions .  To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or
 
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Unlawful Indemnification .  To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater shall determine that such indemnification is not lawful.  In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.
 
10.            Non-Exclusivity
 
The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.
 
11.            General Provisions.
 
11.1            Interpretation of Agreement .  It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.
 
11.2            Severability .  If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, then: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable and to give effect to Section 11.1 hereof.
 
11.3            Modification and Waiver .  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
 
11.4            Subrogation .  In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
 
11.5            Counterparts .  This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.
 
11.6            Successors and Assigns .  The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.  The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
11.7            Notice .  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted for by the party addressee, or (b) mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date.  Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.
 
11.8            Governing Law .  This Agreement shall be governed exclusively by and construed according to the laws of the state of Nevada, as applied to contracts between Nevada residents entered into and to be performed entirely within Nevada .
 
11.9            Consent to Jurisdiction .  The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the state of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.
 
11.10            Attorneys’ Fees .  In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any proceeding described in Section 4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.
 
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IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.
 
    INDO GLOBAL EXCHANGE(S) PTE. LTD.       INDEMNITEE:    
             
 By:      By:      
 Name:  John Frederick O’Shea    Name:   John Frederick O’Shea    
 Title:  Chief Executive Officer     (Print Name)    
             
[Signature Page to Indemnification Agreement]
 
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INDEMNIFICATION AGREEMENT
 
This Indemnification Agreement (this “Agreement”), dated as of September 23, 2013, is made by and between Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (the “Company”), and the undersigned, who is either a director or an officer of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first became a director or an officer of the Company.
 
RECITALS
 
A.           The Company is aware that competent and experienced persons are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and indemnification, due to the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;
 
B.           The Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers or directors of the Company, it is necessary for the Company contractually to indemnify certain of such persons and to assume for itself maximum liability for expenses and damages in connection with claims against such persons in connection with their service to the Company;
 
C.           Section 7502 of Chapter 78 of the Nevada General Corporation Law, under which the Company is organized (“Section 7502”), empowers the Company to indemnify by agreement its present and former officers and directors and persons who serve, at the request of the Company, as directors or officers of other corporations, partnerships, joint ventures, trusts, or other enterprises and expressly provides that the indemnification provided by Section 7502 is not exclusive; and
 
D.           The Company desires and has requested the Indemnitee to serve or continue to serve as a director or an officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.
 
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
 
1.            Definitions
 
1.1            Agent .  For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or an officer of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director or an officer of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise or an affiliate of the Company.  The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates, and predecessor corporations.
 
1.2            Company .  For purposes of this Agreement, the “Company” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors or officers so that any person who is or was a director or an officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or an officer of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Agreement with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
 
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1.3            Expenses .  For the purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, Section 7502 or otherwise; provided , however , that expenses shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.
 
1.4            Fines .  For purposes of this Agreement, references to “fines” includes any excise taxes assessed on a person with respect to any employee benefit plan.
 
1.5            Liabilities .  For purposes of this Agreement, “liabilities” means judgments, fines, ERISA execute taxes or penalties, and amounts paid in settlement in connection with a proceeding.
 
1.6            Other Enterprises .  For purposes of this Agreement, “other enterprises” includes employee benefit plans.
 
1.7            Proceeding .  For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative.
 
1.8            Subsidiary .  For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries, or by one or more of the Company’s subsidiaries.
 
1.9            Serving at the Request of the Company .  For purposes of this Agreement, “serving at the request of the Company” includes any service as a director or an officer of the Company that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
 
2.            Agreement to Serve
 
.   The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided , however , that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company and any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.
 
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3.            Directors’ and Officers’ Insurance
 
.   The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.
 
4.            Mandatory Indemnification
 
.   Subject to Section 9 below, the Company shall indemnify the Indemnitee:
 
4.1            Third-Party Actions .  If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and
 
4.2            Derivative Actions .  If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and
 
4.3            Exception for Amounts Covered by Insurance .  Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such have been paid to the Indemnitee by D&O Insurance.
 
3

 
 
5.            Partial Indemnification and Contribution.
 
5.1            Partial Indemnification .  If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever incurred by the Indemnitee in connection with a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.
 
5.2            Contribution .  If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the Nevada General Corporation Law, then in respect of proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses and liabilities paid or payable by the Indemnitee in such proportion as is appropriate to reflect (a) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (b) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such expenses, as well as any other relevant equitable considerations.  The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines, or settlement amounts.  The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.
 
6.            Mandatory Advancement of Expenses.
 
6.1            Advancement .  Subject to Section 9 below, the Company shall pay as incurred and in advance of the final disposition of a civil or criminal proceeding all expenses incurred by the Indemnitee in connection with defending any such proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by the Indemnitee in any such capacity.  The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately by determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Nevada General Corporation Law, or otherwise.  The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.
 
6.2            Exception .  Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed in the manner set forth in Section 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith.
 
4

 The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control.  For this purpose, a “change in control” shall mean a given person of group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.
 
7.            Notice and Other Indemnification Procedures.
 
7.1            Notification .   Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
 
7.2            Insurance .  If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.
 
7.3            Defense .  In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so.  After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.
 
5

 
 
8.            Determination of Right to Indemnification.
 
8.1            Success on Merits .  To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue, or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, or appeal of such proceeding, or such claim, issue, or matter, as the case may be.
 
8.2            Proof by Company .  In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.4 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.
 
8.3            Termination of Proceeding .  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.
 
8.4            Applicable Forums .  The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company and, if the Indemnitee is a director or an officer at the time of such determination, the determination shall be made in accordance with (a), (b), (c) or (d) below at the election of the Company:
 
 (a)  
A majority vote of the directors who are not parties to the proceeding for which indemnification is being sought even though less than a quorum;
 
 (b)   By a committee of directors who are not parties to the proceeding for which indemnification is being sought designated by a majority vote of such directors, even though less than a quorum;
 
 (c)  
If there are no directors who are not parties to the proceeding for which indemnification is sought, or if such directors so direct, by independent legal counsel in a written opinion;
 
 (d)  
The stockholders of the Company;
 
(e)  
A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or
 
(f)   A court having jurisdiction of subject matter and the parties.
           
 
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8.5            Submission .  As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.4 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.
 
8.6            Appeals .  If the forum selected in accordance with Section 8.4 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to a court of Nevada, the court in which the proceeding giving rise to the Indemnitee’s claim for indemnification is or was pending, or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered.  If the forum selected in accordance with Section 8.4 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.
 
8.7            Expenses for Interpretation .  Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.
 
9.            Exceptions
 
.   Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement in the following circumstances:
 
9.1            Claims Initiated by Indemnitee .  To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or
 
9.2            Unauthorized Settlements .  To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or
 
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9.3            Securities Law Actions .  To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state, or local statutory law; or
 
9.4            Unlawful Indemnification .  To indemnify the Indemnitee if a final decision by a court having jurisdiction in the mater shall determine that such indemnification is not lawful.  In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.
 
10.            Non-Exclusivity
 
.   The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights that the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying the Indemnitee’s position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.
 
11.            General Provisions.
 
11.1            Interpretation of Agreement .  It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.
 
11.2            Severability .  If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, then: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable that are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable and to give effect to Section 11.1 hereof.
 
11.3            Modification and Waiver .  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
 
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11.4            Subrogation .  In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
 
11.5            Counterparts .  This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.
 
11.6            Successors and Assigns .  The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.  The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
11.7            Notice .  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted for by the party addressee, or (b) mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date.  Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.
 
11.8            Governing Law .  This Agreement shall be governed exclusively by and construed according to the laws of the state of Nevada, as applied to contracts between Nevada residents entered into and to be performed entirely within Nevada .
 
11.9            Consent to Jurisdiction .  The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the state of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.
 
11.10            Attorneys’ Fees .  In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any proceeding described in Section 4), the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.
 
9

 

IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.
 
  INDO GLOBAL EXCHANGE(S) PTE. LTD.     INDEMNITEE:    
             
By:     By:      
Name: John Frederick O’Shea   Name: Dermot Michael Monaghan    
Title: Chief Executive Officer     (Print Name)    
             
  [Signature Page to Indemnification Agreement]
 
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LOI TWR·A·0913·001

To:
Indo Global Exchange (s)    (or any other name)
Menara Standard Chartered
Kav  134
 
Jakarta

Attention : John O'shea
 
Re: Letter of Intent EightyEight@Kasablanka, Tower A
 
Dear Mr. John O'Shea
 
Subject to Contract and Availability

Thank you for your interest to lease an office space at EightyEight@Kasablanka, Tower A, we have outlined below in this Letter of Intent with the terms and conditions mutually agreed  by both parties as follows:

1.
Name and Address of Building
EightyEight@Kasablanka (Tower A)
     
2.
Premises
29 Floor, Unit C
     
3.
Lease Term
36 months from the Lease Commencement Date
     
4.
Lease Commencement Date
1 – November – 2013
     
5.
Lease Expiry Date
31 – October – 2016
     
6.
Handover Date for Fit Out
21 – October – 2013
     
7.
Fit Out Period
2 (two) weeks, commencing from 21 October 2013 as shall expire on 31 October 2013
     
   
During fit out period, shall be free form Rent and Service Charge.  However, electricity shall be charged based on consumption
     
.
 
The Lessee and/or its appointed contractor shall comply with the Tenancy Fit Out Guide provided by the Lessor.  All fit out plans shall be submitted by the Lessee and approved by the Lessor prior to construction.
     
   
If the fit-out is completed early. Lessee may take early occupancy with prior notice to Lessor and pay rental and service charge proportionally.
 
 
1

 
 
8.
Base Rent
 
 
a.  Rate
US$ 24/sqm/month
 
b.  Payment Terms
Quarterly in advance
     
9.
Service Charge
 
 
a.  Rate
Rp 35.000,00/sqm/month (subject to review)
 
b.  Payment Terms
Quarterly in advance
 
c.  Service Charge Components
 
   
-   Includes building maintenance, cleaning common areas.  24 hours security and standard building services during normal office hours.
   
 
-   Electricity for Air Conditioner (AC), lighting and power outlet is separately metered and charged accordingly.
   
 
-   Electricity shall be paid to the Lessor according to the policy determined by Building Management.  Rate of the electricity shall be charged based on electricity usage, capacity cost/abonement, PPJU and surcharge 5% (five percent).
   
 
-   The Lessor will provide KWH meter per unit within the premises
 
10.
Taxation
Base Rent and Service Charge are subject to 10% (ten percent) Value Added Tax and subject to 10% (ten percent) Withholding Tax, or such other percentage as may be determined from time to time by the regulatory authorities.
   
The Value Added Tax shall be borne by the Lessee.
   
The Withholding Tax is deductible from the principal amount by the Lessee and the Lessee shall give a receipt of the Withholding Tax payment which is legalized by the Lessee's finance department to the Lessor.
     
11.
Security Deposit
3 (three) month Base Rent + 3 (three) months Service Charge.
   
The Security Deposit shall be paid upon signing this Letter of Intent.
   
This Security Deposit will be fully refundable, without interest, upon the Lease Expiry provided that the Lessee has complied with all terms and conditions of the Lease Agreement.
 
 
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12.
Parking
parking space will be available at the following rate:
-       Reserved parking space of Rp 10,00,000.000 per car per year (excluded VAT).  Payable annually in advance.
-       Unreserved parking space(s) of Rp 3,960.000, - per car per eyar (excluded VAT).  Payable annually in advance
   
The above parking rates are subject to review from time to time by the Building Management.
   
Additional parking space requirement will be subject to space availability.
   
The Lessee agrees that parking space allocation shall be in accordance with the parking policy of Building Management.
 
13.
Telephone
Telephone line(s) deposit of Rp 2,500,000.00 per line and a telephone installation cost of Rp 600,000.00 per line.
   
IDD (International Direct Dial) line(s) deposit of Rp 5,000,000.00 per line and an installation cost of Rp 600,000.00 per line.
   
The telephone deposit will be fully refundable, without interest, at the Lease Expiry Date, provided that the Lessee has paid all invoices and comply with all terms and conditions of the Lease Agreement.
   
The telephone installation cost is onetime payment and non-refundable.
   
The telephone deposit and telephone installation charges shall be payable upon confirmation of telephone numbers.
 
14.
Building's Standard Office Hours:
Monday – Friday:  07:00 – 19:00
Saturday                       :  07:00 – 13:00
(excluding Sunday and public holidays)
 
15.
Overtime Charges
There will be no overtime charge because the electricity consumption for AC and lighting will be separately metered.
   
Additional Services (optional):
Beyond the Building operation hours and Sunday/public holidays, additional services required by Lessee such as:
a.  Air conditioner (AC) in the common corridor.
b.  General lighting in the common corridor.
c.  Cleaning serice officer for the floor/toilet.
Shall be provided by the Building Management, with prior written notice to the Building Management and subject to additional services charges about of Rp 250,000. – per hour/ten/floor.
 
 
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16. Standard Specification
- Ceiling: Standard ducting, ceiling and lighting will be provided by the Landlord.
-   Floor: structural slab.
- Curtain wall: Double glazed curtain wall Electricity capacity: ±110 - ±120 VA/sqm.
- The Lessee is able to add electricity capacity power required which costs are borne by the Lessee. The additional capacity power will be charge Rp 1,200.00/VA.
- Access Card; The ratio for Lift Lobby Access Card is 1 (one) for every 10 (ten) sqm leased. For additional access card, the cost is Rp 100,000 exclude VAT.
 
17.
Use of Demised Premises
The demised premises shall be exclusively use as office.
 
18.
Lease Agreement
The Lessor will provide standard Lease Agreement upon signing of this Letter of Intent.  The Lease Agreement shall be signed by both parties prior to handover date for fit out.
 
19.
Booking Deposit
a.  3 (three) months Base Rent + 3 (three months Service Charge as Booking Deposit to confirm the Lessee's intention.
b.  The Booking Deposit payable above shall be converted into Security Deposit upon commencement of Rent.
c.  Further to the above intention which is subject to contract, the Lessee acknowledge that once this Letter of Intent has been accepted by the Lessor, the Booking Deposit payable herein will become nonrefundable and becomes the right of the Lessor if for whatsoever reason the Lessee does not proceed with the Lease and execute the Lease Agreement.
 
20.
Other Conditions
This Letter of Intent shall be valid until 23 September 2013.
If the Letter of Intent has not been signed and send to the Landlord prior the date above, then this Letter of Intent shall become null and void.
 
 
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Please confirm your intention ot lease the premises by signing and returning this Letter of Intent together with the Security Deposit of US$ 8.568 + Rp. 12.495.000,
 
The Landlord Bank details are: -
 
PT ELITE PRIMA HUTAMA
Bank Mandiri
Cabang Iskandarsyah – Jakarta
No. 126 000 290 8670 (IDR)
No. 126 000 616 4999 (USD)

Yours sincerely,
I hereby confirm and accept the above terms and conditions of this letter of Intent,
PT Elite Prima Hutama
Indo Global Exchange(s)
 
/s/ Irma Kunia
/s/John O'shea
Irma Kunia
Marketing Manager
John O'shea
CEO


 
5

 




 
  australian
stock
report
 
 
AFFILIATE AGREEMENT

BETWEEN

AUSTRALIAN STOCK REPORT LIMITED
 
ABN 94106 863 978
 
AND
 
IGEX INDO GLOBAL EXCHANGES PTE LTD
 
(OTCQB: IGEX)
 
 

 
TABLE OF CONTENTS

Clause                                                                                                                  
  Page
Recitals
 
Operative Provisions
 
1.  Definitions
 3
2.  Creation and maintenance of Link
 3
3.  Commissions
 4
4.  Liability and indemnity
 4
5.  Term and termination
 4
6.  General
 5
 
 
2

 
This agreement is made on the 5th day of SEPTEMBER in the year 2013
 
Between :            Australian Stock Report Limited ABN 94 106 863 978 of
Level 4, 419-425 Collins Street, Melbourne, VIC, 3000
 
(" ASR ")
 
And :                    IGEX INDO GLOBAL EXCHANGES PTE LTD (OTCQB:IGEX)
20875 N Pima Rd, SuiteC4-240, Scottsdale, AZ 85255
 
(" Affiliate ")
 
Recitals

 
A.
ASR is the owner of the Australian Stock Report Financial Market Report Service.
 
 
B.
The Affiliate maintains a  website or  customer database through  which ASR wishes to create a sale distribution channel for the Australian Stock Report Financial Market Report Service through the Affiliate's website.
 
 
C.
The parties have entered into this Agreement to set out the way in which the Affiliate will market and promote the Australian Stock Report Financial Market Report Service and ASR remunerates the Affiliate only within Indonesia.
 
Operative Provisions
 
1.            Definitions
 
" Link " means a visible button, icon or image in a prominent position on the Affiliate's website or email campaigns which contains a link to the address of the Australian Stock Report Landing Page.
 
" The Reports " means the reports owned by ASR, which is a guide to investing and trading in local and international financial markets.
 
" The Australian Stock Report landing Page " means the Internet address www.australianstockreport.com.au  or such other address notified by Australian Stock Report to the Affiliate in writing.
 
2.           Creation and maintenance of Link
 
 
2.1
ASR will supply a hypertext protocol address to be implemented on the Affiliate's website or email.  The address supplied by ASR will include a reference code that will identify the Affiliate.
 
 
2.2
The Affiliate will design, implement and maintain a graphic (such as an icon or button) on its page in a form agreed between the Affiliate and ASR which, when activated by a user, causes the user's internet browser to open the address provided under clause 2.1. ASR will provide the graphics to the Affiliate if required.


 
3

 
 
 
2.3
The Link provided by ASR will be used by the Affiliate in email campaigns, distributed to their client database or placed in a proponent location on the Affiliate's internet website.  The address supplied by ASR will include a reference code that will identify the Affiliate.
 
3.          Commissions
 
 
3.1
ASR will maintain a log of all persons who purchase The Reports as a result of following the Link and provide a monthly report on sales made.
 
 
3.2    In consideration of the Affiliate proving the service in clause 2.3, the Affiliate will be entitled to a commission equal to the amount noted in Item 5.0 of Schedule 1 for all purchases made within the time period noted in Item 5.0 of Schedule 1 on all commissionable purchases.
 
 
3.3    A purchase becomes a Commissionable Purchase 30 days after the purchase is made as a result of following the link.
 
 
3.4
Within 14 days of the end of each calendar month, ASR will pay to the Affiliate the aggregate amount of commission accrued under clause 3.2 during that month.
 
 
3.5    The Affiliate will be entitled to a commission for the initial annual subscription and for the subsequent renewal year or for no longer than a period of 24 months after the initial subscription date for each purchase made as a result of following the link.
 
4.          Liability and indemnity
 
 
4.1
Neither party will be liable to the other for any act or omission in relation to this Agreement, other than for breach, fraud or negligence.
 
 
4.2
A party's liability to the other under  clause 4.1 is  limited  to the any  unpaid amount,  direct  damage  or  costs  in  connection  with  any  breach,  fraud  or negligence incurred by the other party.
 
 
4.3
The Affiliate is  not liable  for any  action brought by a person who buys The Reports or The Australian Stock Report Financial Market Report Service as a result of following the Link ("referred customer'') and ASR indemnifies the Affiliate for any reasonable costs incurred by the Affiliate in defending any legal action brought by a referred customer.
 
 
4.4
The Affiliate  indemnifies  ASR  for  any  negligent,  deceptive  or  misleading statement that the Affiliate makes, or permits to be published on its website in relation to The Reports (other than those made by ASR).
 
5.          Term and termination
 
5.1          Subject to the provisions of clauses 6.2 & 6.3, this Agreement:
 
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(a)          continues for a period of 12 months from the  date of this Agreement
 
("Initial Term"); and
 
 
(b)
renews  for  each  further period of 12 months, subject to review and performance criteria ("Subsequent Term").
 
5.2          Either party may terminate this Agreement immediately if the other party:
 
 
(a)
becomes insolvent, goes into liquidation or administration, or is otherwise unable to meet its debts as and when they fall due.
 
 
(b)
ceases, or threatens to cease, carrying on business;
 
 
(c)
commits  a  material breach of this Agreement, which if capable of rectification, is not rectified within 7 days.
 
5.3.1                 Either party may terminate this Agreement with 7 days notice.
 
6.          General
 
 
6.1
This Agreement is governed by the law of Victoria and the parties irrevocably submit to the courts and tribunals exercising jurisdiction there.
 
6.2          This agreement may only be amended in writing signed by the parties.
 
 
6.3
A party may not assign this Agreement without the written consent of the other party, such consent not to be unreasonably withheld.
 
 
6.4
Any provision of this Agreement which is found to be illegal, unenforceable, void or voidable will be read down (failing that, severed) to make it enforceable.
 
 
6.5
This Agreement constitutes the entire agreement of the parties in respect of its subject matter and supersedes all prior discussions, undertakings and agreements.
 
 
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Schedule 1
 

Item 1:
(Name of Associate)
 
IGEX INDO GLOBAL EXCHANGES PTE LTD  (OTCQB:IGEX)
Item 2:
(Contact Details)
Name: IGEX INDO GLOBAL EXCHANGES PTE LTD (OTCQB: IGEX)
Contact:  John O'Shea
Address:  20875 N Pima Rd  SuiteC4-240  Scottsdale, AZ 85255
Mobile:  + 62 812 1736 6699                                                     Email:  johnfoshea6@gmail.com
Item 3:
(Commencement Date)
 
5th September 2013
ltem4:
Other Promotional Obligations
Affiliate:
The Associate will use the following URLs to promote The Reports:
www.lgexcorp.com
The Affiliate will send the first promotional email to its members within one month of the launch of the Commencement Date.
ASR:
ASR agrees not to market or promote any other ASR product or service to the Affiliate's clients once they become a subscriber of The Reports or during the initial7 day trial period.
Item 5:
Commission fee and Time Period
25% of the base purchase price of The Reports (that is, the purchase price less GST) on all purchases made as a result of following the Campaign URL.
 
Commission will be paid on all purchases that occur within 90 calendar days of the user following the link and providing contact details on registering for a free trial of The Reports.
Item 6:
Campaign Information
ASR to provide:
1.  Sign-up landing page, linked to a refID for tracking
2.  ASR logo for web use
3.  Banner linking to sign-up page
Item 7:
Region
Indonesia
Additional terms
1.  This agreement cancels the original affiliate agreement between ASR and PT. Indo Global Exchange Strategy, dated March 13,2013. The cancellation of this agreement was also confirmed via email dated Friday 23'd August 2013.
2.  John O'Shea is to manage the relationship with ASR in conjunction with George Sarros whom will act as Compliance Manager
3.  ASR to receive full reimbursement of all costs associated with the marketing (including travel & accommodation) of the ASR/IGE event conducted in November 2012,(totaling AUD$45,000) by 30 th June 2014.
4.   Any commission earned by IGEX Indo Global Exchanges Pte Ltd before 30th June 2014 will be offset against the full and final payment of AUD$45,000.
5.  Should the full amount of AUD$45,000 not be paid in full by the
30th June 2014 this agreement will be terminated and legal action
will be taken to recover the balance of the funds owing to ASR.

 
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Executed by Australian Stock Report Ltd    ) ACN 106 863 978 in accordance with               ) section 127(1) of the Cor porations Act 2001      ) (Cth):                                                                         )
 
………………………………………………………….........
Signature of director
 
……………………………………………………………….
Name (please print)
 
Executed by John F. O'Shea              
President and CEO                                        
                                                                         
IGEX INDO GLOBAL EXCHANGES PTE LTD OTCQB: IGEX

………………………………………………………..
…………………………………………………………
President & CEO
Signature of director or company secretary*
 
*delete whichever does not apply
………………………………………………………..
…………………………………………………………
Name (please print) Name (please print)
 
 

 
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Indo Global Exchange(s) Pte. Ltd., formerly known as Claridge Ventures, Inc.