SHARE EXCHANGE AGREEMENT
Exhibit
10.3
This
Agreement is made on November 29, 2005, by and among the shareholders of Xxxxxxx
Holdings Limited (“Xxxxxxx BVI”), each of whom are identified on the attached
Exhibit A and who own all of the outstanding shares of stock of Xxxxxxx BVI
(collectively referred to in this Agreement as “Sellers”), and ZipGlobal
Holdings, Inc., a Delaware corporation (“Buyer”).
RECITALS
Sellers
own all the stock of a corporation that is poised to become the leading provider
of next-generation telecommunication services for the globally oriented
customer. The company’s mission is to offer high-quality, multimedia-enabled
communication services that unite disparate and dispersed local communities
in
global dialogues. In essence, the company intends to localize global
communications; and
Buyer
desires to acquire from the selling shareholders (Sellers) all the stock of
Sellers and Sellers desire to sell all of their stock to Buyer;
NOW,
THEREFORE, in consideration of mutual covenants contained in this agreement
and
other good and valuable consideration, which is acknowledged to be sufficient,
the parties agree as follows:
TERMS
OF AGREEMENT
SECTION
1. STOCK
EXCHANGED. Sellers agree to transfer to Buyer, and Buyer agrees to accept from
Sellers, on the terms and conditions set forth in this Agreement, all of their
stock, of all classes and categories, of Xxxxxxx BVI.
SECTION
2. LIABILITIES
NOT ASSSUMED. Except for accounting liabilities already disclosed to Buyer
in
its due diligence, Sellers are not aware of any contingent or other liabilities
of Xxxxxxx BVI, other than those duly reported on its books and records. Buyer
specifically does not assume any liabilities that do not appear on the books
and
records of Xxxxxxx BVI, or any other liabilities of Xxxxxxx BVI.
SECTION
3. PAYMENT
FOR STOCK
3.1 The
consideration for this transaction is the exchange of stock. Sellers will
receive and agree to accept 16,000,000 duly issued shares of Buyer’s common
stock; likewise, Buyer will receive and agrees to accept all the shares of
Xxxxxxx BVI, owned by Sellers.
3.2 In
exchange for all of their shares of Xxxxxxx BVI, Sellers agree to accept shares
of common stock of Buyer, which shares will be restricted under Section 144
of
the Securities and Exchange Commission Rules. The total of 16,000,000 shares
of
Buyer’s common stock are to be restricted under Section 144 and are to be
allocated according to Exhibit A attached to this Agreement.
3.3 Buyer
agrees to deliver or cause to be delivered to Sellers the stock certificates
in
the amounts set for above in paragraph 3.1 at Closing or as soon after Closing
as is reasonably possible.
SECTION
4. SELLER’S
REPRESENTATIONS AND WARRANTIES. Sellers represent and warrant to Buyer that
they
have all requisite authority to enter into and perform the obligations under
this Agreement; that none of the stock sold under this agreement is pledged,
mortgaged, or otherwise encumbered; and that the books and records of Xxxxxxx
BVI, which have been examined by Buyer, correctly represent the financial
condition of Xxxxxxx BVI, as of the date of this Agreement, and the stock
exchanged in this Agreement is predicated upon these
representations.
SECTION
5. REPRESENTATIONS
OF BUYER. Buyer represents and warrants that it is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware.
Buyer has all requisite corporate power and authority to enter into and perform
its obligations under this Agreement, and the books and records of Buyer
correctly represent the financial condition of the company as of the date of
this Agreement, and the stock exchanged by this Agreement is predicated upon
these representations.
SECTION
6. COVENANTS
OF THE PARTIES. Sellers and Buyer agree that between the date of this Agreement
and Closing, the parties will not do anything to cause any dilution or
encumbrance of any type with respect to its stock sold under this agreement.
Buyer will use its best efforts to effect the transaction described by this
Agreement and to fulfill all conditions of Buyer’s obligations under this
Agreement.
SECTION
7. CONFIDENTIAL
INFORMATION. If for any reason this purchase and sale of stock is not closed,
Buyer will not disclose to third parties any confidential information received
from Sellers, and Sellers will not disclose to third parties any confidential
information received from Buyer in the course of investigating, negotiating,
and
performing the transactions contemplated by this Agreement.
SECTION
8. FURTHER
REPRESENTATIONS AND WARRANTIES OF SELLER
8.1 All
representations and warranties made in this Agreement by Sellers and Buyers
shall be true as of Closing as fully as those such representations and
warranties had been made on or as of Closing, and, as of Closing, Sellers and
Buyer shall not have violated or failed to perform in accordance with any
covenant contained in this Agreement.
8.2 At
Closing, no suit, action, or other proceeding shall have been threatened or
instituted to restrain, enjoin, or otherwise prevent the consummation of this
Agreement or the contemplated transactions.
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SECTION
9. BUYER’S
ACCEPTANCE. Buyer represents and acknowledges that it has entered into this
Agreement on the basis of its own examination, personal knowledge, and opinion
as to the value of the assets and business of Seller.
SECTION
10. SURVIVAL.
All representations and warranties made in this Agreement shall survive the
Closing of this Agreement.
SECTION
11. CLOSING.
The Closing will take place at the law offices of Xxxxxxxx X. Xxxxxxx, Esq.,
The
Galleria, 0 Xxxxxx Xxx., Xxx Xxxx, XX 00000 upon receipt of the Minimum Offering
Amount set forth in the Private Placement Memorandum and any supplements thereto
for a private placement being conducted by ZipGlobal Holdings, Inc. at the
time
of this Agreement. If ZipGlobal Holdings, Inc. does not receive the Minimum
Offering Amount according to the terms of the Private Placement Memorandum
and
any supplements thereto, then no Closing shall occur and this Agreement shall
immediately be terminated and become null and void.
SECTION
12. TERMINATION
OF AGREEMENT. This Agreement may be terminated by mutual written consent of
Buyer and Sellers.
SECTION
13. MISCELLANEOUS
13.1 The
provisions of this Agreement shall be binding upon the inure to the benefit
of
their heirs, personal representatives, successors, and assigns of the parties.
13.2 Any
notice or other communication required or permitted to be given under this
Agreement shall be in writing and shall be mailed by certified mail, return
receipt requested, postage prepaid, or by commercial carrier, addressed to
the
parties as set forth on the signature pages hereto.
13.3 This
Agreement shall be governed by and shall be construed in accordance with the
laws of the State of Delaware.
13.4 This
Agreement constitutes the entire agreement between the parties pertaining to
its
subject matter and it supersedes all prior contemporaneous agreements,
representations, and understandings of the parties. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing
by
all parties.
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[SIGNATURES
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Buyer:
ZipGlobal
Holdings, Inc., a Delaware company
By:
/s/
Xxxxxxx X. Xxx
Xxxxxxx
X. Xxx
President
Sellers:
Representative
of the Sellers
By:
/s/
Xxxxxxx X. Xxx
Xxxxxxx
X. Xxx
Representative
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