Unwind And Share Exchange Agreement

EXHIBIT 10.4

UNWIND AND SHARE EXCHANGE AGREEMENT

THIS UNWIND AND SHARE EXCHANGE AGREEMENT (the " Agreement" ), is made and entered into this 10th day of December 2007, by and among ATOMIC GUPPY, INC. , a Nevada corporation (" Guppy" ), the ORIGINAL IP OWNERS listed on Annex A attached hereto (collectively, the " INTELLECTUAL PROPERTY or IP OWNERS" ), and IRREVOCABLE TRUST AGREEMENT NUMBER III, JAY HOWARD LINN, TRUSTEE , (" LINN" ), LEIGH M. ROTHSCHILD , an individual (" ROTHSCHILD" ), ADAM BAUMAN , (" BAUMAN" ) and NEAL LENARSKY (" Lenarsky" ), (collectively, the " IP Shareholders" ).

RECITALS

WHEREAS, on or about March 6, 2007, Guppy and the IP Shareholders consummated a transaction (the " Asset Sale" ) whereby the IP Shareholders transferred all of their right title an interest in and to certain intellectual property listed on Annex " A" hereto (the " IP Assets" ) in exchange for 142,000,000 shares of Guppy common stock (the " Guppy Exchange Stock" ), such that immediately following the Asset Sale, Guppy owned 100% of the Intellectual Properties transferred and the IP Shareholders owned the shares of Guppy as set forth opposite their name on Annex " B" hereto.

WHEREAS, following the Asset Sale, Guppy issued its notes (the " Guppy Notes" ) to certain investors as set forth on Annex " C" hereto (the " Guppy Note holders" ), in the aggregate principal amount of $400,000, the proceeds of which Guppy utilized as outlined in the Company financial information (the " Guppy Project" ).

WHEREAS, the parties hereto are desirous of unwinding the Asset Sale, such that all of the Original IP Shareholders surrender to Guppy all of their shares and rights in Guppy and Guppy conveys to ROTHSCHILD and the Original IP owners all of the Intellectual Property listed on Annex " B" hereto, such that immediately following this transaction Guppy has 7,100,000 post split fewer shares issued and outstanding and the Original IP owners own all the Intellectual Property Assets they owned immediately prior to this transaction, Guppy remains liable on the Guppy Notes and none of the Original IP Shareholders or their assigns own any interest in Guppy, its Affiliates or its properties.

NOW, THEREFORE, WITNESSETH that in consideration of the foregoing premises and representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

THE UNWIND AND SHARE EXCHANGE

1.1

The Unwind and Share Exchange . In accordance with the provisions of this Agreement, on the Closing Date (as defined below), ROTHSCHILD, LINN, BAUMAN AND LENARSKY and or their assigns shall deliver to Guppy the Guppy Exchange Stock, constituting all of the Guppy common stock owned by the Original IP Shareholders and their assigns, including the rights to any warrants, earn out shares or other form of equity, and in exchange


therefore Guppy shall deliver to ROTHSCHILD, BAUMAN AND LENARSKY a bill of sale to all the Original IP which they collectively contributed to Guppy.

1.2

Delivery of Stock Certificates . LINN, ROTHSCHILD, BAUMAN AND LENARSKY shall deliver to Guppy on the Closing Date any and all certificates evidencing a Guppy share, together with such executed stock power(s) as may be reasonably requested in order to complete the transfer, together with a general assignment of any warrants, earn out shares or other form of equity. In the event any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, Guppy shall accept such affidavit in lieu of the share certificate required to be delivered hereunder.

1.3

Delivery of Bill of Sale . Guppy shall deliver to ROTHSCHILD, BAUMAN and LENARSKY or their written designees, on the Closing Date, any and all documents evidencing the bill of sale(s) as may be reasonably requested in order to complete the transfer the Intellectual Property Assets to the Original IP owners substantially similar to that attached hereto as Exhibit 1.3 .

1.4

No Further Ownership Rights. From and after the Closing Date, LINN, ROTHSCHILD, BAUMAN and LENARSKY shall cease to have any rights with respect to Guppy, the Guppy Exchange Stock and any of Guppy' s (and its Affiliates' ) properties, except as otherwise provided for herein or by applicable law. From and after the Closing Date, Guppy and its Affiliates shall cease to have any rights with respect to any of the Original IP which the Original IP Owners contributed to Guppy (or its Affiliates), except as otherwise provided for herein or by applicable law. Such transfer shall be without warranty except as to authority to convey.

1.5

Approval of Unwind and Share Exchange . The Guppy Board of Directors and the majority of the shareholders of Guppy shall have approved this Agreement and the transactions contemplated hereby, on or before the Closing Date.

1.6

Guppy Liabilities . Guppy assumes all liabilities under the Guppy Notes as well as all liabilities incurred by or on behalf of Guppy in the ordinary course.

ARTICLE II

TRANSACTIONS RELATED TO THE UNWIND AND SHARE EXCHANGE

2.1

Release of the IP Shareholders. On the Closing Date, Guppy and the Guppy Note holders shall deliver to ROTHSCHILD, LINN, ADAM BAUMAN and NEAL LENARSKY a Release, in form and content substantially similar to that attached hereto as Exhibit 2.1 , which provides that Guppy, an its Affiliates release and disclaim any claims or interest Guppy, or its Affiliates has or may have against the IP SHAREHOLDERS or in any properties or prospects of IP SHAREHOLDERS either personally or in their capacity as officers and directors of Guppy. This release shall include, but shall not be limited to, any interest which may be claimed by Guppy, or its Affiliates, its shareholders, its creditors or any Person claiming by or through Guppy, or its Affiliates, including debts and obligations, claims of investors, equity rights, creditor rights or any other claim on or against the IP SHAREHOLDERS.


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2.2

Release of Guppy . On the Closing Date, IP SHAREHOLDERS shall deliver to Guppy a Release, in form and content substantially similar to that attached hereto as Exhibit 2.2 , which provides for the complete release and termination of all rights the IP SHAREHOLDERS or their Affiliates has in Guppy or otherwise in any properties owned or controlled by Guppy or its Affiliates.

2.3

Release of All Employment and Contractual Agreements .

On the Closing Date, ROTHSCHILD, Bauman and Lenarsky or any person with whom they have contracted shall terminate all employment or any other form of contractual agreement between them personally and Guppy, in form and content substantially similar to that attached hereto as Exhibit 2.3 as an integral part of this Agreement.

2.4

Indemnification . LINN and the IP Owners each agree to indemnify and hold harmless Guppy and the former officers of Guppy as provided in the Indemnification Agreement, in form and content substantially similar to that attached hereto as Exhibit 2.4.

2.5

Officer' s Resignation . Each of the existing officers of Guppy shall resign as an officer of Guppy pursuant to the Letter of Resignation in form and content substantially similar to that attached hereto as Exhibit 2.5 only after having elected J. Dean Burden as the sole director and officer.

2.6

Indemnification . Guppy agrees to indemnify and hold harmless the IP Owners and Shareholders and the former officers of Guppy and Rothschild Trust Holdings, LLC as provided in the Indemnification Agreement, in form and content substantially similar to that attached hereto as Exhibit 2.6.

ARTICLE III

THE CLOSING

3.1

Closing; Closing Date . The parties to this Agreement shall cause the Unwind and Share Exchange to become effective and consummate the other transactions contemplated by this Agreement (the " Closing" ) provided, however, in no event shall the Closing occur prior to the satisfaction of the conditions precedent set forth in Articles VI hereof. The date of the Closing is referred to herein as the " Closing Date." The Closing shall take place at such offices as may be mutually agreed upon by the parties hereto, at 10:00 a.m., local time on the first business day following the day upon which all appropriate corporate action has been taken in accordance with Articles I and VI and the conditions precedent set forth in Article VI of this Agreement is fulfilled or waived, or at such other time, date and place as the parties may agree, but in no even t shall such date be later than December 10, 2007 (the " Outside Date" ), unless such date is extended by the requirements of law or the mutual agreement of the parties.

3.2

Guppy Closing Actions . At the Closing, Guppy shall deliver or cause to be delivered the following documents and/or shall take the following actions at the Closing, all of such actions being deemed to occur simultaneously:

(a)

Bill of Sale evidencing the transfer of the IP Assets in the form of Ex. 1.3(a);


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(b)

The Releases described in Section 2.1;

(c)

The Contract Release described in Section 2.3;

(d)

The Indemnification Agreement described in Section 2.6;

(e)

Resolutions of the board of directors of Guppy dated at or about the Closing Date authorizing the Unwind and Share Exchange election of J. Dean Burden as described,, certified by the Secretary of Guppy;

All consents, authorizations, orders or approvals required in order to execute and deliver this Agreement and to effectuate the transactions contemplated hereby in form, scope and substance reasonably satisfactory to the Original IP Owners and Shareholders.

3.3

IP SHAREHOLDERS Closing Actions. At the Closing, THE IP SHAREHOLDERS AND EACH OF THEM shall deliver or cause to be delivered to Guppy the following documents and/or shall take the following actions at the Closing, all of such actions being deemed to occur simultaneously:

(a)

Certificates evidencing (1) all of Guppy Exchange Stock and (2) all shares of Guppy common stock owned by the IP Shareholders or their assigns whether or not received as part of the Original IP share issuance and assignments descried in Section 1.2;

(b)

The Releases described in Section 2; and

(c)

The Indemnification Agreement described in Section 2.4.

(d)

All Guppy books, records, checkbooks and registers, accounts, receipts, contracts, Quickbooks and generally all materials necessary to conduct an audit of Guppy' s books and records from the date of the March 6, 2007 to the closing date of this Agreement; and

3.4

Other Actions.

(a)

Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such other actions as are required under this Agreement; and

(b)

Guppy, ROTHSCHILD, Lenarsky and Bauman shall issue a joint Press Release announcing this Agreement and the transactions to be consummated pursuant hereto, in the form and content substantially similar to that attached hereto as Exhibit 3.4(b) . Each of the parties hereto agree that no public or private announcement of this transaction shall be made, other than in the content of the Press Release, without the mutual written consent and agreement of the parties hereto. This provision may be enforceable by equitable means by any party hereto, and each of the parties hereto consents to injunctive or other such equitable relief to enforce the provisions hereof.


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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ?GUPPY

Guppy hereby makes the following representations and warranties.

4.1

Organization and Qualification . Guppy is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to own and operate its businesses as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. Guppy is duly qualified as a foreign company or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not, individually or in the aggregate, have a Material Adverse Effect.


4.2

Authorization; Validity and Effect of Agreement . Guppy has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Unwind and Share Exchange. The execution and delivery of this Agreement by Guppy and the performance by Guppy of its obligations hereunder and the consummation of the Unwind and Share Exchange have been duly authorized by its board of directors and its shareholders and all other necessary company action on the part of Guppy has been taken and no other company proceedings on the part of Guppy are necessary to authorize this Agreement and the Unwind and Share Exchange. This Agreement has been duly and validly executed and delivered by Guppy and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Guppy, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

4.3

No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by Guppy nor the performance by Guppy of its obligations hereunder, nor the consummation of the Unwind and Share Exchange, nor the delivery of the IP Assets to the Original IP Owners pursuant to the terms of the Unwind and Share Exchange, shall: conflict with Guppy' s certificate of incorporation or bylaws; violate any statute, law, ordinance, rule or regulation applicable to Guppy, or any of its assets or properties; or violate, breach, be in conflict with or constitute a default (or ...