ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
On February 21, 2011 ComCam International, Inc. (“Company”) executed an accord and satisfaction agreement (“Settlement”) with Robert Betty and Feng Brown, the former shareholders (“Shareholders”) of Pinnacle Integrated Systems, Inc. (“Pinnacle”) in connection with the satisfaction of the outstanding terms of its acquisition of Pinnacle as a wholly owned subsidiary on December 30, 2009.
The Settlement satisfied in full the Company’s remaining obligation of eight hundred and fifty five thousand, two hundred and eight dollars, and thirty seven cents ($855,208.37) due to Shareholders in connection with the acquisition of Pinnacle in exchange for a payment of two hundred and fifty thousand dollars ($250,000) and eight hundred thousand (800,000) shares of the Company’s common stock.
The transaction was approved by the Company’s board of directors.
_____________________________________________________________________________________
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 21, 2011 the Company authorized the issuance of 800,000 shares of common stock to Robert Betty and Feng Brown in connection with the Settlement valued at $0.50 per share, pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.
The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the issuance was an isolated private transaction that did not involve a public offering; (2) there was one offeree who is a director of the Company; (3) the offeree represented an intention not to resell the stock; (4) there have been no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the discussions that lead to the issuance of the stock took place directly between the offeree and the Company.
CCORD AND SATISFACTION AGREEMENT
This Accord and Satisfaction Agreement (this “Agreement”) is made on February 21, 2011, between Robert Betty and Feng Brown, individuals with an address at 308 National Road, Exton, Pennsylvania, 19341 (“Creditors”) and ComCam International, Inc., a Delaware corporation with offices located at 1140 McDermott Drive, West Chester, Pennsylvania, 19380 (“Debtor”).
SECTION ONE: ACKNOWLEDGEMENT OF EXISTING OBLIGATION
On December 30, 2009, Debtor entered into a Share Purchase Agreement (the “Share Purchase”) with the Creditors and Pinnacle Integrated Systems, Inc. (“Pinnacle”). Pursuant to the Share Purchase and the Secured Promissory Note (the “Note”) dated December 30, 2009, between the Creditors and Debtor, the parties acknowledge that Debtor is at present indebted to the Creditors in the sum of eight hundred and fifty five thousand, two hundred and eight dollars, and thirty seven cents ($855,208.37), including accrued interest. Pursuant to the Security Agreement (the “Security”) dated December 30, 2009, between the Creditors and Debtor, the collateral to the Note was recorded with the State of Pennsylvania pursuant to a UCC filing #2009123006909 and the State of Delaware #2009 4179534, covering all of the ownership and assets of Pinnacle, each to be released on full satisfaction of the terms and conditions of the Note.
SECTION TWO: AGREEMENT FOR DIFFERENT METHOD OF PAYMENT
Debtor and the Creditors desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and obligations of Agreement and the Note.
SECTION THREE: CONSIDERATION
In consideration of the mutual promises contained in this Agreement, Debtor and the Creditors agree as follows:
a. Method of Payment: Debtor agrees to pay to the Creditors and the Creditors agree to accept from Debtor, in full satisfaction of $855,208.37, constituting the indebtedness described in Section One, above, two hundred and fifty thousand dollars ($250,000) and eight hundred thousand (800,000) shares of debtor’s common stock, valued at $0.50 per share, as full consideration for the debt owed to the Creditors as described in Section One, above.
b. Satisfaction: On execution of this Agreement and Debtor’s board of directors’ resolution authorizing the payment of $250,000 and the issuance of 800,000 shares of Debtor’s common stock to the Creditors provided for in Section Three (a), above, the original indebtedness of Debtor to the Creditors, as described in Section One, above, will be forever cancelled and discharged, and Debtor will immediately and forever release the said UCC filings, as described in Section One, above.
In witness whereof, the parties have executed this Agreement on the date first mentioned above.
ComCam International, Inc.
Robert Betty
Feng Brown
/s/ Don Gilbreath
/s/ Robert Betty
/s/ Feng Brown
By: Don Gilbreath
Its: chief executive officer
