Share Exchange Agreement
Exhibit 99.3
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 15th day of August 2013, by and between Xxxxxx Xxxx and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada.
WITNESSETH:
WHEREAS, GIHI agreed to a Merger Agreement on August 6, 2013 to acquire 100% of Embarr Downs of California, Inc.;
WHEREAS, Xxxxxx Xxxx owns 850,000 shares of Embarr Downs of California, Inc. and agreed to exchange those shares for 5,100,000,000 shares of GIHI.
WHEREAS, the parties wish to modify the previous agreement pursuant to the terms of this Agreement;
NOW THEREFORE, in consideration of the promises and of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
Paragraph 1: Xxxxxx Xxxx acquired 850,000 shares of Embarr Downs of California for $2,500 on February 23, 2012.
Paragraph 2: Embarr Downs of California has an outstanding share count of 1,000,000.
Paragraph 3: Xxxxxx Xxxx hereby agrees to surrender the 850,000 shares of Embarr Downs of California in exchange for shares of GIHI and GIHI agrees to issue the shares listed below to Xxxxxx Xxxx.
Paragraph: The acquisition of Embarr Downs of California shall be completed in transactions. As such, Xxxxxx Xxxx shall be entitled to receive the following number of shares of GIHI in exchange for its shares of Embarr Downs:
1,475,000,000 shares of Common Stock
3,400,000 Series Preferred Shares
Paragraph 4: The outstanding share count of GIHI will be 3,984,193,692 of Common Stock and 4,000,000 shares of Series Preferred Stock.
Paragraph 5: GIHI agrees to pay for the legal opinion for these shares to become free trading under Rule 144. GIHI understands and is aware that these shares will be immediately to become free trading under Rule 144.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
Globalgroup Investment Holdings, Inc.,
By: Xxxxxx Xxxx
Its: President/CEO
Xxxxxx Xxxx
By: Xxxxxx Xxxx
