Exhibit 10.1

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (the “Investor”) and consented and agreed to by GBT Technologies, Inc, the parent company of the Investor. In addition to the terms defined elsewhere in this Agreement, certain terms used herein have the meanings set forth in Section 6 hereof.

WHEREAS, reference is made to a loan made by the Investor to the Company as evidenced by that certain Convertible Promissory Note issued by the Company for the benefit of the Investor on September 27, 2019 in the principal amount of $4,000,000 (the “Note”), which such Note was subsequently assigned to GBT’s subsidiary AltCorp on February 3, 2020; and

WHEREAS, subject to the satisfaction of the conditions set forth herein, the Company and the Investor desire to exchange $2,750,000 of principal and any and all interest or other fees and expenses currently due on such principal amount (the “Note Exchange Balance”) for 5,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Exchange. The closing will occur on June 23, 2020 (or such later date as the parties hereto may agree in writing) (the “Closing”) following the satisfaction or waiver of the conditions set forth herein (such date, the “Closing Date”). On the Closing Date, subject to the terms and conditions of this Agreement, the Investor and the Company shall exchange the Note Exchange Balance for the Shares. At the Closing, the following transactions shall occur (such transactions in this Section 1, the “Exchange”):

1.1. On the Closing Date and concurrently with the Exchange, the remaining $1,250,000 of principal due under the Note and any and all interest or other fees and expenses currently due on such principal amount (the “Remaining Note Balance”) shall be immediately exchanged for shares and transferred and assigned to Glen Eagles Acquisition LP (the “Assignment”).

1.2. Promptly after the Closing Date, but in no event more than two (2) Trading Days (as defined below) after the Closing Date, the Company shall deliver the Shares to the Investor either in book entry or certificated form, at the option of the Investor. On the Closing Date, the Investor shall be deemed for all purposes to have become the holder of record of the Shares, irrespective of the date the Company delivers the Shares to the Investor. Upon receipt of the Shares and the immediate Assignment of the Remaining Note Balance in accordance with Section 1.1, all of the Investor’s rights under the Note shall be extinguished.

1.3. It shall be a condition to the obligation of the Investor, on the one hand, and the Company, on the other hand, to consummate the Exchange contemplated hereunder that the other party’s representations and warranties contained herein are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that:

2.1. Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation nor default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, and no claim, action or proceeding of any kind has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

2.2. Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise to carry out its obligations hereunder and thereunder. This Agreement have been duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security interests, or other encumbrances (“Liens”) upon any of the properties or assets of the Company or any of its Subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of (with or without notice, lapse of time or both), any agreement, credit facility, debt, indenture or other instrument to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected; or (iii) result in a violation of any law, rule, regulation, order, judgment, decree or other restriction of any court or governmental authority (including federal and state securities or “blue sky” laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

2.3. Valid Issuance of the Shares. The Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

2.4. SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.5. No General Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares.

3. Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:

3.1. Organization. The Investor has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise to carry out its obligations hereunder and thereunder.

3.2. Authorization. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby will not: (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party or by which it is bound; or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the Investor.

3.3. Accredited Investor Status; Investment Experience. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Investor can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares.

3.4. No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

3.5. Ownership of the Note. The Investor owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and liens (other than pledges or security interests (i) arising by operation of applicable securities laws and (ii) that the Investor may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Investor has full power and authority to transfer and dispose of the Note to the Company free and clear of any right or lien. Other than the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal, or other right of any person or entity to acquire all or any part of the Note or any shares of Common Stock issuable upon the exchange or conversion thereof, other than Glen Eagles Acquisition LP.

3.6. No Short Sales or Hedging Transactions. The Investor covenants and agrees that neither he, nor any Affiliate acting on his behalf or pursuant to any understanding with him will execute any Short Sales of the Common Stock or hedging transaction, which establishes a net short position with respect to the Common Stock during the period commencing with the execution of this Agreement and ending upon the sale of the Shares and all True-Up Shares.

4. Additional Covenants.

4.1. Disclosure; Confidentiality. The Company shall, within four (4) Trading Days after the date of this Agreement, file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and attaching the form of this Agreement as an exhibit thereto (collectively with all exhibits attached thereto, the “8-K Filing”).

4.2. Fees and Expenses. Except as otherwise set forth herein, each party to this Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

4.3. Lock-Up. The Investor agrees that, from the date hereof until 4:00 p.m. Eastern Standard Time on the one (1) year anniversary of the date hereof (such period, the “Lock-Up Period”), the Investor shall be subject to the lock-up restrictions set forth herein. During the Lock-Up Period, the Investor will not offer, sell, contract to sell, hypothecate or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the sale, hypothecation or disposition (whether by actual or effective economic sale, hypothecation or disposition due to cash settlement or otherwise) by the Investor or any Affiliate of the Investor or any Person in privity with the Investor or any Affiliate of the Investor), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Shares. The Investor further agrees that the Company is authorized to and the Company agrees to place “stop orders” on its books to prevent any transfer of any Shares of the Company held by the Investor in violation of this Agreement. The Company agrees not to allow any transaction to occur that is inconsistent with this Agreement.

4.4. True-Up Adjustments. It is the intention of the Company and the Investor that the Shares shall have a value which equals $2,750,000 (the “Value Amount”) on the one (1) year anniversary of the date hereof or if such date is not a Trading Day, the immediately subsequent Trading Day (the “Valuation Date”). The Investor shall have the right (but not an obligation) to make a one-time request of additional shares of Common Stock from the Company within five (5) days of the Valuation Date in the event that the Shares on the Valuation Date are valued less than the Value Amount. The difference between the Value Amount and value of the Shares (as calculated by the Company using the volume weighted average price (“VWAP”) of the Shares over the twenty (20) Trading Day period immediately prior to the Valuation Date) shall be referred to herein as the “True-Up Value”. In the event that the Shares are valued for less than the Value Amount on the Valuation Date, the Company shall thereafter issue additional shares of Common Stock to the Investor in the amount of the True-Up Value (such shares, the “True-Up Shares”). In the event that the Investor disagrees with the Company’s calculations of the True-Up Value or the amount of shares of Common Stock to be issued in connection with this section, the Investor shall have two (2) Trading Days to contest the calculation of the Company upon delivery of written notice to the Company, which such written notice shall include the Investor’s proposed calculation of the amount of the True-Up Shares. If the Parties cannot thereafter agree upon the amount of True-Up Shares to issue to the Investor, the Investor and the Company shall each agree upon a neutral third-party whom shall determine the number of True-Up Shares to be issued, which such determination shall be binding upon the Company and the Investor absent manifest error.

4.5. Reservation of Common Stock. The Company shall reserve with its Transfer Agent 22,000,000 shares of Common Stock for issuance of any True-Up Shares (as hereafter defined).

4.6. Liquidated Damages. In the event that the Company does not issue the True-Up Shares pursuant to Section 4.4 hereof, the Company shall pay liquidated damages to the Investor in the amount of $2,750,000 and the Investor shall retain ownership of the Shares.

5. Miscellaneous.

5.1. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Investor may assign some or all of his rights hereunder without the consent of the Company provided that any such assignee shall sign a counterpart to this Agreement and be an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, in which event such assignee shall be deemed to be the Investor with respect to such assigned rights and have made the representations to the Company made in Article III hereof.

5.2. Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

5.3. Notices. All notices, consents or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same at the address as provided for on the signature page to this Agreement.

5.4. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investor.

5.5. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

5.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.7. Survival. The representations, warranties and covenants of the Company and the Investor contained herein shall survive the Closing.

6. Definitions. For purposes of this Agreement, the following words and terms shall have the following meanings:

6.1. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

6.2. “Current Subsidiary” means any Person in which the Company on the Effective Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries.”

6.3. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

6.4. “New Subsidiary” means, as of any date of determination, any Person in which the Company after the Effective Date, directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “New Subsidiaries.”

6.5. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

6.6. “Principal Market” means the NYSE American (or any nationally recognized successor thereto); provided, however, that in the event the Common Stock is ever listed or traded on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQX, OTCQB, OTC Pink or any other market operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Common Stock is then listed or traded.

6.7. “SEC” means the U.S. Securities and Exchange Commission.

6.8. “Securities Act” means the Securities Act of 1933, as amended.

6.9. “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

6.10. “Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”

6.11. “Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Investor or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

6.12. “Transfer Agent” means Vstock Transfer, LLC, and any successor transfer agent of the Company.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.

Exhibit 10.2

EXCHANGE AND ASSIGNMENT AGREEMENT

THIS EXCHANGE AND ASSIGNMENT AGREEMENT (the “Agreement”) is made as of June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), AltCorp Trading LLC (“AltCorp”), Glen Eagles Acquisition LP (the “Investor”) and consented and agreed to by the parent company of AltCorp, GBT Technologies, Inc. (“GBT”). In addition to the terms defined elsewhere in this Agreement, certain terms used herein have the meanings set forth in Section 6 hereof.

WHEREAS, reference is made to a loan made by GBT to the Company as evidenced by that certain Convertible Promissory Note issued by the Company for the benefit of GBT on September 27, 2019 in the principal amount of $4,000,000 (the “Note”), which such Note was subsequently assigned to GBT’s subsidiary AltCorp on February 3, 2020; and

WHEREAS, subject to the satisfaction of the conditions set forth herein, the Company, AltCorp, GBT and the Investor desire to exchange $1,250,000 of principal and any and all interest or other fees and expenses currently due on such principal amount (the “Note Exchange Balance”) for 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and immediately and irrevocably issue and assign said Shares to the Investor;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Exchange; Assignment. The closing will occur on June 23, 2020 (or such later date as the parties hereto may agree in writing) (the “Closing”) following the satisfaction or waiver of the conditions set forth herein (such date, the “Closing Date”). On the Closing Date, subject to the terms and conditions of this Agreement, AltCorp and the Company shall exchange the Note Exchange Balance for the Shares and the Shares shall be hereby immediately and irrevocably assigned and transferred to the Investor for consideration paid to AltCorp in an amount agreed by AltCorp and the Investor. At the Closing, the following transactions shall occur (such transactions in this Section 1, the “Exchange”):

1.1. On the Closing Date and concurrently with the Exchange, the remaining $2,750,000 of principal due under the Note and any and all interest or other fees and expenses currently due on such principal amount (the “Remaining Note Balance”) shall be immediately and irrevocably exchanged for 5,500,000 shares of Common Stock of the Company to be held in the name of AltCorp.

1.2. Promptly after the Closing Date, but in no event more than two (2) Trading Days (as defined below) after the Closing Date, the Company shall deliver the Shares to the Investor either in book entry or certificated form, at the option of the Investor. On the Closing Date, the Investor shall be deemed for all purposes to have become the holder of record of the Shares, irrespective of the date the Company delivers the Shares to the Investor. Upon receipt of the Shares and the immediate exchange of the Remaining Note Balance in accordance with Section 1.1, all of the Investor’s rights under the Note shall be extinguished.

1.3. It shall be a condition to the obligation of the Investor, on the one hand, and the Company, on the other hand, to consummate the Exchange contemplated hereunder that the other party’s representations and warranties contained herein are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that:

2.1. Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation nor default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, and no claim, action or proceeding of any kind has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

2.2. Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise to carry out its obligations hereunder and thereunder. This Agreement have been duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security interests, or other encumbrances (“Liens”) upon any of the properties or assets of the Company or any of its Subsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of (with or without notice, lapse of time or both), any agreement, credit facility, debt, indenture or other instrument to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected; or (iii) result in a violation of any law, rule, regulation, order, judgment, decree or other restriction of any court or governmental authority (including federal and state securities or “blue sky” laws) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

2.3. Valid Issuance of the Shares. The Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

2.4. SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.5. No General Solicitation. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares.

3. Representations and Warranties of the Investor, AltCorp and GBT. The Investor, AltCorp and GBT hereby represent, warrant and covenant that:

3.1. Organization. The Investor, AltCorp and GBT have the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise to carry out its obligations hereunder and thereunder.

3.2. Authorization. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor, AltCorp and GBT and shall constitute the legal, valid and binding obligation of the Investor, AltCorp and GBT enforceable against the Investor, AltCorp and GBT in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance by the Investor, AltCorp and GBT of this Agreement and the consummation by the Investor, AltCorp and GBT of the transactions contemplated hereby and thereby will not: (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Investor is a party or by which it is bound; or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the Investor.

3.3. Accredited Investor Status; Investment Experience. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Investor can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Shares.

3.4. No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

3.5. Ownership of the Note. AltCorp owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and liens (other than pledges or security interests (i) arising by operation of applicable securities laws and (ii) that AltCorp may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). AltCorp has full power and authority to transfer and dispose of the Note to the Company and assign the Shares to the Investor free and clear of any right or lien. Other than the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal, or other right of any person or entity to acquire all or any part of the Note or any shares of Common Stock issuable upon the exchange or conversion thereof, other than to the Investor.

3.6. No Short Sales or Hedging Transactions. The Investor covenants and agrees that neither he, nor any Affiliate acting on his behalf or pursuant to any understanding with him will execute any Short Sales of the Common Stock or hedging transaction, which establishes a net short position with respect to the Common Stock during the period commencing with the execution of this Agreement and ending upon the sale of the Shares and all True-Up Shares.

4. Additional Covenants.

4.1. Disclosure; Confidentiality. The Company shall, within four (4) Trading Days after the date of this Agreement, file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and attaching the form of this Agreement as an exhibit thereto (collectively with all exhibits attached thereto, the “8-K Filing”).

4.2. Fees and Expenses. Except as otherwise set forth herein, each party to this Agreement shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

4.3. Leak-Out. With the exception of the sale of 7,500 of the Shares per Trading Day (which shall be permitted), the Investor will not offer, sell, contract to sell, hypothecate or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the sale, hypothecation or disposition (whether by actual or effective economic sale, hypothecation or disposition due to cash settlement or otherwise) by the Investor or any Affiliate of the Investor or any Person in privity with the Investor or any Affiliate of the Investor), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Shares. The Company agrees not to allow any transaction to occur that is inconsistent with this Agreement. On a monthly basis, the Investor shall deliver brokerage statements showing any and all sales of the Company’s Common Stock to the Company. In the event that the Investor violates the terms and conditions provided in this Section 4.3, the rights provided by Section 4.4 shall be null and void and of not force and effect.

4.4. True-Up Adjustments. It is the intention of the Company and the Investor that the Shares, including the Shares which have been sold prior to the Valuation Date (as hereafter defined), shall have an aggregate value which equals $1,250,000 (the “Value Amount”) on the one (1) year anniversary of the date hereof or if such date is not a Trading Day, the immediately subsequent Trading Day (the “Valuation Date”). The Investor shall have the right (but not an obligation) to make a one-time request of additional shares of Common Stock from the Company within five (5) days of the Valuation Date in the event that the Shares, including the Shares which have been sold prior to the Valuation Date, shall have an aggregate value on the Valuation Date which is less than the Value Amount. The difference between the Value Amount and aggregate value of the Shares (as calculated by the Company using the volume weighted average price (“VWAP”) of the Shares over the twenty (20) Trading Day period immediately prior to the Valuation Date) and the previously sold Shares (at the price received by the Investor therefor, net of commissions, brokerage fees, costs of clearing the Shares, including legal opinions and related charges, and other related expenses) shall be referred to herein as the “True-Up Value”. In the event that the aggregate value of the Shares and the previously sold Shares are valued for less than the Value Amount on the Valuation Date, the Company shall thereafter issue additional shares of Common Stock to the Investor in the amount of the True-Up Value (such shares, the “True-Up Shares”). In the event that the Investor disagrees with the Company’s calculations of the True-Up Value or the amount of shares of Common Stock to be issued in connection with this section, the Investor shall have two (2) Trading Days to contest the calculation of the Company upon delivery of written notice to the Company, which such written notice shall include the Investor’s proposed calculation of the amount of the True-Up Shares. If the Parties cannot thereafter agree upon the amount of True-Up Shares to issue to the Investor, the Investor and the Company shall each agree upon a neutral third-party whom shall determine the number of True-Up Shares to be issued, which such determination shall be binding upon the Company and the Investor absent manifest error.

5. Miscellaneous.

5.1. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Investor may assign some or all of his rights hereunder without the consent of the Company provided that any such assignee shall sign a counterpart to this Agreement and be an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, in which event such assignee shall be deemed to be the Investor with respect to such assigned rights and have made the representations to the Company made in Article III hereof.

5.2. Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

5.3. Notices. All notices, consents or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same at the address as provided for on the signature page to this Agreement.

5.4. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investor.

5.5. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

5.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.7. Survival. The representations, warranties and covenants of the Company and the Investor contained herein shall survive the Closing.

6. Definitions. For purposes of this Agreement, the following words and terms shall have the following meanings:

6.1. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

6.2. “Current Subsidiary” means any Person in which the Company on the Effective Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries.”

6.3. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

6.4. “New Subsidiary” means, as of any date of determination, any Person in which the Company after the Effective Date, directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “New Subsidiaries.”

6.5. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

6.6. “Principal Market” means the NYSE American (or any nationally recognized successor thereto); provided, however, that in the event the Common Stock is ever listed or traded on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQX, OTCQB, OTC Pink or any other market operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Common Stock is then listed or traded.

6.7. “SEC” means the U.S. Securities and Exchange Commission.

6.8. “Securities Act” means the Securities Act of 1933, as amended.

6.9. “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

6.10. “Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”

6.11. “Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Investor or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

6.12. “Transfer Agent” means Vstock Transfer, LLC, and any successor transfer agent of the Company.

[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.

[signature page follows]

THE UNDERSIGNED ASSIGNOR HEREBY AGREES TO THE TERMS AND CONDITIONS PROVIDED IN THE EXCHANGE AGREEMENT AND HEREBY IRREVOCABLY IMMEDIATELY TRANSFERS AND ASSIGNS 2,500,000 SHARES OF COMMON STOCK OF SURGE HOLDINGS, INC. TO GLEN EAGLES ACQUISITION LP.

Exhibit 10.3

STOCK CANCELLATION AGREEMENT

This STOCK CANCELLATION AGREEMENT (this “Agreement”), dated June 23, 2020 (the “Effective Date”), by and between Surge Holdings, Inc., a Nevada corporation (the “Company”), and Yossi Attia individually (the “Shareholder”). Company and the Shareholder are also hereinafter individually and jointly referred to as “Party” and/or “Parties”.

RECITALS

WHEREAS, the Shareholder is the owner of 3,333,333 free trading shares of the Company’s common stock (the “Shares”);

WHEREAS, the Company has agreed to redeem: (a) 2,380,952 of the Shares (the “Initial Tranche Shares”) upon the execution hereof in exchange for $500,000 (the “Initial Tranche Redemption Price”); and (b) all or part of the remaining Shares, as determined by the Company from time to time (such amount to be redeemed, the “Subsequent Tranche Shares”) on or prior to July 23, 2020 (the “Expiration Date”), against the delivery of $0.21 per share of common stock (per share, the “Redemption Price”), subject to the terms and conditions herein provided;

WHEREAS, on the date hereof, in exchange for the delivery of the Initial Tranche Redemption Price of $500,000 as herein provided to the Shareholder, Shareholder agrees to immediately cancel said Initial Tranche Shares;

WHEREAS, following the date hereof and prior to the Expiration Date, in exchange for the delivery of the Redemption Price per share as herein provided to the Shareholder, Shareholder agrees to cancel that portion of the Subsequent Tranche Shares which has been paid for and redeemed; and

WHEREAS, the Shareholder acknowledges that the Shares are being held as free trading in book entry form.

NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties hereby agree as follows:

ARTICLE I

REDEMPTION AND CANCELLATION

1.1 Redemption; Redemption Price; Cancellation.

(a) Subject to the terms and conditions set forth in this Agreement, upon the execution hereof (the “Closing”), the Company shall redeem the Initial Tranche Shares in exchange for a redemption price of $0.21 per share equaling an aggregate redemption price of $500,000. Upon receipt of the Initial Tranche Redemption Price, the Shareholder hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Initial Tranche Shares such that the Initial Tranche Shares will no longer be outstanding on the stock ledger or book entry of the Company.

(b) Subject to the terms and conditions set forth in this Agreement, following the date hereof and prior to the Expiration Date, the Company shall redeem all or part of the remaining Shares owned by the Shareholder, as determined by the Company from time to time, in exchange for a redemption price of $0.21 per share. Upon receipt of the Redemption Price per share, the Shareholder hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Subsequent Tranche Shares being so redeemed such that such Subsequent Tranche Shares will no longer be outstanding on the stock ledger or book entry of the Company.

1.2 Initial Tranche Closing.

(a) Upon Closing, the Company shall deliver to the Shareholder the following:

Marquis Aurbach Coffing Trust Account

Acct #

Routing

Nevada State Bank

230 Las Vegas Blvd South

Las Vegas, NV 89101

SWIFT code for International wires:

(b) Upon Closing, Shareholder shall deliver to the Company the following:

(c) Upon Closing, Shareholder and the Company shall deliver to Lucosky Brookman LLP, as escrow agent (in such capacity, the “Escrow Agent”) the following:

1.3 Subsequent Tranche Closing.

(a) At such time, and from time to time, as the Company shall hereafter determine prior to the Expiration Date, the Company shall deliver to the Shareholder the payment of the Redemption Price per share being redeemed at such time by wire transfer in immediately available funds.

(b) Upon receipt of the Redemption Price referenced in Section 1.3(a), the Shareholder shall deliver to the Company such other documentation as requested by the Company and its transfer agent to cancel that portion of the Subsequent Tranche Shares being then redeemed by the Company.

(c) In the event that the Shareholder does not comply with Section 1.3(b), (i) the Escrow Agent is hereby authorized to insert into the Cancellation Form the number of Subsequent Tranche Shares being then redeemed by the Company and the Escrow Agent is authorized to deliver the Cancellation Form to the Company’s transfer agent and (ii) the Company is hereby authorized to take any and all such other actions as are necessary or advisable to cancel said shares.

(d) The Letter Agreement is incorporated into this agreement and represent an integral part of it.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Shareholder. Shareholder hereby makes the following representations and warranties to the Company:

(a) Full Power and Authority. Shareholder has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms;

(b) No Violation or Conflict; Consent. The execution, delivery and performance by the Shareholder of this Agreement and consummation by Shareholder of the transactions contemplated hereby do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on Shareholder or (ii) violate any contract to which Shareholder is bound, or conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Shareholder is a party; and

(c) Title. With respect to the sale of the Shares, (i) the Shares, when delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free from all taxes and encumbrances; and (ii) the Shares to be delivered are not and will not be as of the Closing subject to any transfer restriction.

2.2 Representations and Warranties of Company. Company hereby makes the following representations and warranties to Shareholder:

(a) Full Power and Authority. Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and constitutes the legal, valid and binding obligation of Company, enforceable in accordance with its terms; and

(b) No Violation or Conflict; Consent. The execution, delivery and performance by the Company of this Agreement and consummation by Company of the transactions contemplated hereby do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on Company or (ii) violate any contract to which Company is bound, or conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Company is a party.

ARTICLE III

MISCELLANEOUS

3.1 Entire Agreement. The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

3.2 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by Company and Shareholder or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

3.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

3.4 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

3.5 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each Party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either Party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

3.6 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

3.7 Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the Parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

3.8 Notices. All notices or other communications required or permitted by this Agreement shall be in writing and sent to the other Party at the address set forth in the preamble hereto or to such other address as may be specified by any such Party to the other Party pursuant to notice given by such Party in accordance with the provisions of this Section, and shall be deemed to have been duly received:

(a) if given by courier, messenger or other means, when received or personally delivered;

(b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails; and

(c) if given by fax, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission

3.9 Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed as of the date first indicated above.

[ - Signature Page to Stock Cancellation Agreement - ]