SHARE EXCHANGE AGREEMENT BY AND AMONG ZOOM TECHNOLOGIES, INC. AND ZOOM TELEPHONICS, INC. AND LEI GU AND GOLD LION HOLDING LIMITED AND TIANJIN TONG GUANG GROUP DIGITAL COMMUNICATION CO., LTD Dated: January 28, 2009Share Exchange Agreement • February 3rd, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
SHARE EXCHANGE AGREEMENT, dated as of January 28, 2009 (this “Agreement”), by and among ZOOM TECHNOLOGIES, INC., a corporation incorporated in the State of Delaware, USA (“Zoom”), ZOOM TELEPHONICS, INC., a corporation incorporated in the State of Delaware, USA (“Zoom Telephonics”), LEI GU, a citizen of the PRC (“Gu”), GOLD LION HOLDING LIMITED, a company organized and existing under the laws of the British Virgin Islands (“Gold Lion”) and TIANJIN TONG GUANG GROUP DIGITAL COMMUNICATION CO., LTD, a company organized under the laws of the PRC (“TCB Digital”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex I hereto.
