Exhibit 10.13
AGREEMENT
THIS AGREEMENT , dated March 31, 2009, between ZipGlobal
Holdings, Inc. (the “Company”) and Beasley Holdings
Limited (the “Buyer”)
WHEREAS , on November 29, 2005, the Company and Beasley
Holdings Limited (“Beasley”) entered into a share
exchange agreement whereby Beasley became a wholly-owned subsidiary
of the Company.
WHEREAS , on March 31, 2009, the Company owes the Buyer
an aggregate sum of $329,768.
WHEREAS , Michael C. Lee, the President, CEO and a
Director of the Company, owns 2,510,240 shares of common stock of
the Company which constitutes 13.31% of the issued and outstanding
shares of the Company.
WHEREAS , Zhong Hua Li, the Chairman owns 3,330,746
shares of common stock of the Company which constitutes 19.38% of
the issued and outstanding shares of the Company.
WHEREAS , Hio Tong Ieong, the Head of Asian Marketing
and Sales of the Company, owns 4,207,746 shares of common stock of
the Company which constitutes 21.94% of the issued and outstanding
shares of the Company.
WHEREAS , Messrs. Lee, Li and Ieong (collectively, the
“Sellers”) collectively own 55.10% of the issued and
outstanding shares of the Company.
WHEREAS, the Sellers and the Company deem it in the best
interest of the Company to sell Beasley to the Buyer.
WHEREAS , the Sellers agree to sell 100% of Beasley to
the Buyer as permitted under Section 271(a) of the Delaware
Corporation Law.
WHEREAS , the Company agrees to sell all of the issued
and outstanding shares of Beasley to the Buyer in consideration of
the Buyer forgiving all of the monies owed by the Company to the
Buyer.
NOW THEREFORE , in consideration of the Buyer forgiving the
indebtedness owed the Buyer by the Company and the representations,
warranties and covenants stated herein, the sufficiency and receipt
of which is hereby acknowledged, the parties hereby agree as
follow.
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The Company and
the Sellers hereby agree to sell 100% of the issued and outstanding
shares of Beasley to the Buyer on the Closing Date.
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The Buyer
hereby agrees to purchase 100% of the issued and outstanding shares
of Beasley from the Company in consideration of the Buyer forgiving
the Seller of all of the monies owed him by the Company.
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The parties
herein confirm that the effective date of the transactions
contemplated hereby was March 31, 2009 (the “Closing
Date”) and such agreement is herein reduced to
writing.
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The Company
represents and warrants that it is a Delaware corporation in good
standing.
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The Company
represents and warrants that the Company is authorized to enter
into this Agreement and to consummate the transactions contemplated
hereby.
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The Company
hereby represents and warrants that it owns 100% of the issued and
outstanding securities of the Company.
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The Company
hereby warrants that the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby does
not conflict or contravene any agreement of the Company or
Beasley.
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The Buyer
represents and warrants that he is authorized to enter into this
Agreement.
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The Company and
the Buyer covenant to take any and all necessary steps to
consummate the transactions contemplated by this
Agreement.
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Upon the
execution of this Agreement, the Buyer herein releases any and all
claims, indebtedness an
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