Share Exchange Agreement
Exhibit 10.1
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (this “Agreement”) is entered into on June 26, 2024 (the “Effective Date”) and is by and among Global Technologies, Ltd., a Delaware corporation (“GTLL”), on the one hand, and __________________, an individual (the “Holder”) on the other hand. Each of GTLL and Holder may be referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, the Holder owns shares of GTLL’s Series L Preferred Stock (“Series L”); and
WHEREAS, GTLL has recently filed a designation for a new series of preferred stock titled, Series N Preferred Stock (“Series N”); and
WHEREAS, the Parties have agreed to exchange the outstanding shares of Series L for the newly designated shares of Series N.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. | The Holder shall receive five thousand (5,000) shares of Series N for each share of Series L. | |
2. | The Holder shall receive a 10% bonus for each share of Series L exchanged. Thus, for each one share of Series L exchanged, the Holder shall receive a total of 5,500 shares of Series N. | |
3. | The Company shall have until March 31, 2025 (the “Deadline Date”) to apply to uplist to the NASDAQ or a National Exchange. | |
4. | In the event the Company fails to apply for the uplist by the Deadline Date, the Holder shall have the right to exchange the Series N shares for the same number of Series L shares exchanged under this Agreement. | |
5. | Upon a successful uplist, the Company agrees to file a Registration Statement, prior to or within 30 days after the uplist, to register the number of shares of Class A Common Stock (“Exhibit A”) to be issued to the Holder upon conversion of the Series N shares. |
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
“GTLL” | “Holder” | |||
Global Technologies, Ltd. | ||||
a Delaware corporation | Individual capacity | |||
By: | Fredrick Cutcher | By: | ||
Its: | President | Its: |
Exhibit A
Holder | No. of Series L | New No. of Series N | Conversion shares |