StockPurchase Agreement Dated asof April 13, 2009 By andAmong GlobalHoldings, Inc. and MitchellCohen and StuartDavis and Alpha1 Security, Inc.

                This stock purchase agreement (“Agreement”), dated as of April 13, 2009, is entered into by and among Global Holdings, Inc. (“Global” or the "Company") and Mitchell Cohen and Stuart Davis, (collectively, the "Sellers"), and Alpha 1 Security, Inc. (the "Purchaser" and together with the Company and the Sellers, the "Parties").

 

                 This Stock Purchase Agreement amends and restates and replaces in its entirety any prior Stock Purchase Agreement originally entered into by and between the Parties.  This Stock Purchase Agreement shall evidence the amended terms of this Agreement.  The making and delivery of this Stock Purchase Agreement is not a novation.

                (a) All references to Articles, Sections, subsections and Appendixes are to Articles, Sections, subsections and Appendixes in or to this Agreement unless otherwise specified.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “including” is not limiting and means “including without limitations.”

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) The Table of Contents hereto and the Section headings herein are for convenience only and shall not affect the construction hereof.

(d) This Agreement is the result of negotiations among and has been reviewed by each Party’s counsel.  Accordingly, this Agreement shall not be construed against any Party merely because of such Party’s involvement in its preparation.

(e) Wherever in this Agreement the intent so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other, and reference to either the singular or the plural shall be deemed to include the other.

                The Sellers hereby agree to sell to the Purchaser, and the Purchaser, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agrees to purchase from the Sellers 15,140,000 common shares of the capital stock of Global (the “Acquired Shares”) for a total  purchase price of $370,000 (the "Purchase Price"), payable in full to the Sellers according to the terms of this Agreement, in United States currency as directed by the Sellers at Closing.

                In consideration for the transfer of the Acquired Shares by the Sellers to the Purchaser, the Purchaser shall pay the Purchase Price in accordance with the terms of this Agreement.  Transfer of the shares and payment thereof shall be in the following manner:

               Any and all information furnished (whether before or after the date hereof) by or on behalf of any Party to this Agreement, including, without limitation, by such Party’s financial advisors, attorneys and accountants, or agents, to another Party to this Agreement, or to such Party’s directors, officers, employees, affiliates, representatives, including, without limitation, financial advisors, attorneys and accountants, or agents shall be regarded as “Confidential Information.” The term Confidential Information shall not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the Party receiving such Confidential Information, (ii) is or becomes available to a Party to this Agreement on a non-confidential basis from a source (other than through another Party to this Agreement) which is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to another Party, (iii) was available to, known by or within the possession of a Party to this Agreement prior to its being furnished by (or on behalf of) another Party, or (iv) is independently developed by or on behalf of a Party to this Agreement not in violation of the terms of this Agreement.

               The Parties undertake to keep any and all Confidential Information provided with regard to this Agreement confidential and will not, without the other Party’s prior written consent, disclose such Confidential Information in any manner whatsoever and will not use any Confidential Information other than in connection with this transaction; provided, however, that they may reveal the Confidential Information to their respective representatives (a) who need to know the Confidential Information (and who agree to use such Confidential Information in accordance with this Agreement) for the purpose of evaluating the transaction and (b) who are informed by the respective Party of the confidential nature of the information provided.

4.3. Survival of Confidentiality.

The undertakings and representations made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

5.1. Representations and Warranties of the Sellers and the Company.

5.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved in as well as any general business transactions in the future that may be desired by its directors.

5.1.2 The Company is in good standing with the Secretary of State of Nevada.

5.1.3 The Company has or will have at Closing no outstanding debt or obligations whatsoever.  Should the Purchaser discover any obligation of the Company that was not disclosed prior to the Closing Date, the Sellers undertake to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.

The undertakings and representations made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

5.1.4 The Company will have no assets or liabilities at the Closing Date.

5.1.5 The Company, to its actual knowledge, is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

5.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations in the future after the closing of this Agreement.

5.1.7 The Company does not own any real estate or any interests in real estate.

5.1.9 The Company, to its actual knowledge, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.

5.1.10 The Sellers, either directly or by representation, are the lawful owners of record of the Acquired Shares, and the Sellers presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement.  The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.

5.1.11 There are no authorized shares of the Company other than the amount disclosed as being 200,000,000 common shares and5,000,000 preferred shares, and there are no issued and outstanding shares of the Company other than the amount disclosed as being 18,224,000 common shares.  Sellers at the Closing Date will have full and valid title to the Shares consisting of 15,140,000 shares of the common stock of the Company to be delivered to the Purchaser by the Sellers hereunder, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.

5.1.12 All issuances of the Company of the shares in their common stock in past transactions have been legally and validly effected, and all of such shares in the common stock are fully paid and non-assessable.

5.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock.

5.1.14 There are no outstanding judgments of UCC financing instruments or UCC Securities Interests filed against the Company or any of its properties.

5.1.15 The Company will have no subsidiaries subsequent to the date of Closing.

5.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants, employees or other such parties.

5.1.17 The Company has no insurance or employee benefit plans whatsoever.

5.1.18 The Company is not in default under any contract, or any other document.

5.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Sellers concerning this Agreement.

5.1.20 The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Sellers of any agreement or other instrument to which they are or have been a party.

5.1.21 To the Sellers’ actual knowledge, all financial and other information which the Company and/or the Sellers furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Sellers (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.

5.1.22 The representations and warranties herein by the Sellers shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date.

5.2. Covenants of the Sellers and the Company.

From the date of this Agreement to Closing Date, the Sellers and the Company covenant the following:

5.2.1. The Sellers will to the best of their ability preserve intact the current status of the Company as an OTC Bulletin Board quoted company.

5.2.2. The Sellers will furnish Purchaser with whatever corporate records and documents are available, such as Articles of Incorporation and Bylaws, or any other corporate document or record requested by the Purchaser.

5.2.3. The Company will not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the Purchaser.

5.2.4. The Company will not amend or change its Articles of Incorporation or Bylaws, or issue any further shares or create any other class of shares in the Company without the express written consent of the Purchaser.

5.2.5. The Company will not issue any stock options, warrants or other rights or interests in or to its shares without the express written consent of the Purchaser.

5.2.6. The Sellers will not encumber or mortgage any right or interest in their shares of the common stock being sold to the Purchaser hereunder, and also they will not transfer any rights to such shares of the common stock to any third party whatsoever.

5.2.7. The Company will not declare any dividend in cash or stock, or any other benefit.

5.2.8. The Company will not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement.

5.2.9. The Sellers will obtain and submit to the Purchaser resignations of current officers and directors.

5.2.10. The Sellers agree to indemnify the Purchaser against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser by reason of the inaccuracy of any warranty or representation contained in this Agreement.

5.3.1 Authorization and Power.  Such Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder.  The execution, delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, partners, members, as the case may be, is required.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the terms thereof.

5.3.2 Information on Purchaser.   Purchaser is, and will be at the time of the execution of this Agreement, an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  Such Purchaser has the authority and is duly and legally qualified to purchase and own shares of the Company.  Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The information set forth on the signature page hereto regarding such Purchaser is accurate.

5.3.3 Purchase of Shares of the Company.  On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

5.3.4 Compliance with Securities Act.   Such Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.  In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares.

               The Sellers and the Company agree that they will not make any public comments, statements, or communications with respect to, or otherwise disclose the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

This Agreement may not be transferred, assigned or pledged by any Party hereto, other than by operation of law.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

               This Agreement and the other documents referred to herein contain the entire understanding of the Parties hereto with respect to the subject matter contained herein. This Agreement shall supersede all prior agreements and understandings between the Parties with respect to the transactions contemplated herein.

This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier or facsimile transmission, any one of which shall constitute an original of this Agreement.  When counterparts of facsimile copies have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals.  The Parties agree that all such signatures may be transferred to a single document upon the request of any Party.