ex101.htm


    EXHIBIT
      10.1

    


    SHARE
      EXCHANGE AGREEMENT

    


    This
      Agreement dated as of the 29th day of
      January
      2008, by and among Global Roaming Distribution, Inc., a Florida corporation
      having its offices at 1021 Ives Dairy Road, Suite 216, Miami, FL 33179 (the
      “Company”),  and Global Roaming, Inc., d/b/a CelTrek, a Nevada
      corporation having its offices at 20801 Biscayne Blvd., Suite 101, Miami, FL
      33180 (“GRI”).

    


    WITNESSETH:

    


    WHEREAS,
      GRI is the holder of Two Million (2,000,000) shares of the common stock of
      Cubic
      Telecom, an Irish company (“Cubic”);

     

    WHEREAS,
      subject to the terms and conditions hereof, GRI desires to sell, transfer and
      assign to the Company, and the Company desires to purchase from GRI, Two Million
      (2,000,000) shares of Cubic common stock owned by GRI (the “Cubic Shares”) in
      consideration for shares of the Company’s Series A Convertible Preferred Stock,
      par value $0.0001 per share (the “Shares” or “Series A Preferred
      Stock”);

     

    NOW,
      THEREFORE, for the mutual consideration set out herein, the parties agree as
      follows:

     

    ARTICLE
      I

    EXCHANGE
      OF SHARES

     

    1.1           Issuance
      of Shares by the Company. On and subject to the conditions set forth in this
      Agreement, the Company will issue to GRI or its designees in such amounts as
      stated opposite their respective names on Exhibit A to this Agreement
      attached hereto, in exchange for the Cubic Shares, Eight Million (8,000,000)
      shares of Series A Convertible Preferred Stock.  The Shares to be
      issued to GRI shall have a stated value and such other designations, as set
      forth in Exhibit B to this Agreement attached hereto.

    


    1.2           Transfer
      of Cubic Shares by GRI. On and subject to the conditions set forth in this
      Agreement, the GRI will transfer to the Company Two Million (2,000,000) of
      its
      shares of Cubic common stock in exchange for the Shares.

    


    1.3           Conversion
      of Series A Preferred Stock.  Each Share issued to GRI pursuant to
      Article I of this Agreement shall be entitled to Ten (10) votes and shall be
      convertible into Ten (10) shares of common stock of the Company upon the
      occurrence of Cubic attaining Thirty Million Dollars ($30,000,000) in any
      consecutive twelve (12) month period, and GRI or Cubic (or any of their
      designees) investing One Million Dollars ($1,000,000) into the Company to be
      used for research and development of related business technology.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    1.4           Closing.
      The issuance of the Shares to GRI and the transfer of the Cubic Shares to the
      Company will take place at a closing (the “Closing”) to be held at the office of
      Sichenzia Ross Friedman Ference, LLP, 61 Broadway, 32nd Floor,
      New York,
      New York 10006, as soon as possible after or contemporaneously with the
      satisfaction or waiver of all of the conditions to closing set forth in Sections
      5 and 6 of this Agreement (the “Closing Date”).

    


    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF GRI

    


     

    2.1           Organization
      and Good Standing. GRI is a company duly organized, validly existing, and in
      good standing under the laws of its jurisdiction of incorporation and has the
      corporate power, authority and capacity to carry on its business as presently
      conducted.

    


    2.2           Authority.

    


    (a)           The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein have been, or will prior to Closing be, duly
      and validly approved and acknowledged by all necessary corporate action on
      the
      part of GRI.

    


    (b)  The
      execution of this Agreement and the delivery hereof to GRI and the purchase
      contemplated herein have been, or will be prior to Closing, duly authorized
      by
      GRI’s Board of Directors having full power and authority to authorize such
      actions.

    


    (c)           GRI
      has full power and authority to sell and transfer the Cubic Shares to the
      Company without obtaining the waiver, consent, order or approval of (i) any
      state or federal governmental authority or (ii) any third party or other person
      including, but not limited to, other stockholders of Cubic.  The Cubic
      Shares have been validly issued, are fully paid and non-assessable, and are
      owned beneficially and of record by GRI free and clear of all liens, pledges,
      encumbrances, security agreements, equities, options, claims, charges and
      restrictions of any nature whatsoever, except any restrictions under applicable
      securities laws, and GRI has not previously entered into any agreement or
      commitment for the sale of all or part of the Cubic Shares or otherwise conveyed
      or encumbered GRI’s interest (voting or otherwise) with respect to the Cubic
      Shares.  GRI has the unqualified right to sell, assign, and deliver
      the Cubic Shares, and, upon consummation of the transactions contemplated by
      this Agreement, the Company will acquire good and valid title to the Cubic
      Shares, free and clear of all liens, claims, options, charges, and encumbrances
      of whatsoever nature.

    


    (d)           This
      Agreement and any other agreement executed by GRI in connection herewith have
      been duly executed and delivered by it and constitute the valid, binding and
      enforceable obligation of GRI, subject to the applicable bankruptcy, insolvency
      and similar laws affecting creditors’ rights generally and rights of
      stockholders.

    


     

     

    
      
        
        

      

      
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    2.3           Conflicts;
      Consents of Third Parties.

    


    (a)           GRI
      is not a party to or bound by any unexpired, undischarged or unsatisfied written
      or oral contract, agreement, indenture, mortgage, debenture, note or other
      instrument under the terms of which performance by the Company according to
      the
      terms of this Agreement will be a default or an event of acceleration, or
      grounds for termination, or whereby timely performance by the Company according
      to the terms of this Agreement may be prohibited, prevented or
      delayed.

    


    (b)           Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will constitute a violation or default under
      any term or provision of the Certificate of Incorporation or By-Laws of Cubic,
      or of any contract, commitment, indenture, other agreement or restriction of
      any
      kind or character to which Cubic or GRI is a party to or by which Cubic or
      GRI
      is bound.

    


    
      	
              2.4  

            	
              Acquisition
                of Series A Preferred Stock.

            


    

    


    (a)           GRI
      understands that the Shares have not been registered with the United States
      Securities and Exchange Commission (the “SEC”) or any state or foreign
      securities agencies. 

    


    (b)           GRI
      is capable of evaluating the merits and risks of its investment in the Company
      and has the capacity to protect its interests.  GRI acknowledges that
      it must bear the economic risk of this investment indefinitely, unless the
      the
      Shares are subsequently registered pursuant to the Securities Act of 1933,
      as
      amended (the “Act”), or an exemption from registration is
      available.  GRI understands that the Company has no present intention
      of registering the Shares.

    


    (c)           GRI
      is not an underwriter and is acquiring the Shares for the GRI’s own account for
      investment only and not with a view towards distribution thereof within the
      meaning of the Act, the state securities laws and any other applicable
      laws.

    


    (d)           GRI
      has the capacity to protect its interests in connection with the transactions
      contemplated hereby as a result of its business or financial
      expertise.

    


    (e)           The
      Shares acquired herein may not be transferred, encumbered, sold, hypothecated,
      or otherwise disposed of to any person, without the express prior written
      consent of the Company and/or the prior opinion of legal counsel that is
      reasonably acceptable to the Company that such disposition will not violate
      federal and/or state securities laws.  Disposition shall include, but
      is not limited to acts of selling, assigning, transferring, pledging,
      encumbering, hypothecating, gifting, and any form of conveying, whether
      voluntary or not.

    


    (f)           To
      the extent that any federal, and/or state securities laws shall require, GRI
      hereby agrees that any Shares acquired pursuant to this Agreement shall be
      without preference as to assets.

    


    (g)           Neither
      the Company nor GRI is under an obligation to register or seek an exemption
      under any federal, state or foreign securities acts for any Company stock or
      to
      cause or permit such stock to be transferred in the absence of any registration
      or exemption and that GRI herein must hold such stock indefinitely unless such
      stock is subsequently registered under any federal and/or state securities
      acts
      or an exemption from registration is available.

    


    (h)           GRI
      has had the opportunity to ask questions of the Company and receive additional
      information from the Company to the extent that the Company possessed such
      information or could acquire it without unreasonable effort or expense necessary
      to evaluate the merits and risks of any investment in the
      Company.  Further, GRI has been given or has had access to: (1) all
      material books and records of the Company; (2) all material contracts and
      documents relating to the Company and this proposed transaction; and (3) an
      opportunity to question the Company and the appropriate executive officers
      of
      the Company.

    


    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


     

    
      	
              3.1  

            	
              Organization
                and Good Standing. The Company is a corporation duly organized,
                validly existing and in good standing under the laws of the State
                of
                Florida.

            


    

     

    
      	
              3.2  

            	
              Authority.

            


    

     

    (a)           The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein have been, or will prior to Closing be, duly
      and validly approved and acknowledged by all necessary corporate action on
      the
      part of the Company.

    


    (b)           The
      execution of this Agreement and the delivery hereof to GRI and the GRI
      Shareholders and the purchase contemplated herein have been, or will be prior
      to
      Closing, duly authorized by the Company’s Board of Directors having full power
      and authority to authorize such actions.

     

    
      
        
        

      

      
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              3.3  

            	
              Capitalization;
                Shares.

            


    

     

    (a)           The
      Shares, when issued pursuant to this Agreement, will be duly and validly
      authorized and issued, fully paid and non-assessable. The issuance of the Shares
      to GRI is exempt from the registration requirements of the Securities Act of
      1933, as amended (the “Securities Act”), pursuant to an exemption provided by
      Section 4(2) and Rule 506 promulgated thereunder or under Regulation
      D.

     

    (b)           The
      authorized capital stock of the Company consists of 300,000,000 shares of Common
      Stock, of which 164,730,800 shares are presently outstanding. Except as provided
      in, contemplated by, or set forth in this Agreement or the Company SEC Documents
      (as defined below), the Company has no outstanding or authorized warrants,
      options, other rights to purchase or otherwise acquire capital stock or any
      other securities of the Company, preemptive rights, rights of first refusal,
      registration rights or related commitments of any nature.  All issued
      and outstanding shares were either (i) registered under the Securities Act,
      or
      (ii) issued pursuant to valid exemptions from registration
      thereunder.

    


    3.4  SEC
      Documents. The Company is registered pursuant to Section 12 of the Exchange
      Act and it is current with its reporting obligations under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”).  None of the
      Company’s filings made pursuant to the Exchange Act (collectively, the “Company
      SEC Documents”) contains any untrue statement of a material fact or omitted to
      state a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading.  The Company SEC Documents, as of their respective
      dates, complied in all material respects with the requirements of the Exchange
      Act, and the rules and regulations of the Commission thereunder, and are
      available on the Commission’s EDGAR system.

     

    
      	
              3.5  

            	
              Conflicts;
                Consents of Third Parties.

            


    

     

    (a)  The
      execution and delivery of this Agreement, the acquisition of the GRI Shares
      by
      the Company and the consummation of the transactions herein contemplated, and
      the compliance with the provisions and terms of this Agreement, are not
      prohibited by the Articles of Incorporation or Bylaws of the Company and will
      not violate, conflict with or result in a breach of any of the terms or
      provisions of, or constitute a default under, any court order, indenture,
      mortgage, loan agreement, or other agreement or instrument to which the Company
      is a party or by which it is bound.

     

    (b)  No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or governmental body is required
      on
      the part of the Company in connection with the execution and delivery of this
      Agreement or the Company Documents or the compliance by the Company with any
      of
      the provisions hereof or thereof.

     

    3.6  Litigation.
      There are no Legal Proceedings pending or, to the best knowledge of the Company,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Company to enter into this Agreement or consummate the transactions contemplated
      hereby.

     

    3.7           Reliance
      by Shareholders.  The representations and warranties set forth in
      this Section 2 taken together, do not contain any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements
      contained herein and therein, when taken together, not misleading, and there
      is
      no fact which materially and adversely affects the business, operations or
      financial condition of the Company.  Shareholders of the Company may
      rely on the representations set forth in this Section 2 notwithstanding any
      investigation it may have made.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    3.8           Acquisition
      of Cubic Shares.

    


    (a)           The
      Company understands that the Cubic Shares have not been registered with the
      SEC
      or any state or foreign securities agencies. 

    


    (b)           The
      Company is capable of evaluating the merits and risks of its investment in
      Cubic
      and has the capacity to protect its interests.  The Company
      acknowledges that it must bear the economic risk of this investment
      indefinitely, unless the Cubic Shares are subsequently registered pursuant
      to
      the Securities Act of 1933, as amended (the “Act”), or an exemption from
      registration is available.  The Company understands that Cubic has no
      present intention of registering the Shares.

    


    (c)           The
      Company is not an underwriter and is acquiring GRI’s Cubic  Shares for
      the Company’s own account for investment only and not with a view towards
      distribution thereof within the meaning of the Act, the state securities laws
      and any other applicable laws.

    


    (d)           The
      Company has the capacity to protect its interests in connection with the
      transactions contemplated hereby as a result of its business or financial
      expertise.

    


               (e)           The
      Cubic Shares acquired herein may not be transferred, encumbered, sold,
      hypothecated, or otherwise disposed of to any person, without the express prior
      written consent of Cubic and/or the prior opinion of legal counsel that is
      reasonably acceptable to Cubic that such disposition will not violate federal
      and/or state securities laws.  Disposition shall include, but is not
      limited to acts of selling, assigning, transferring, pledging, encumbering,
      hypothecating, gifting, and any form of conveying, whether voluntary or
      not.

    


               (f)           To
      the extent that any federal, and/or state securities laws shall require, the
      Company hereby agrees that any Shares acquired pursuant to this Agreement shall
      be without preference as to assets.

    


               (g)           Neither
      Cubic nor GRI is under an obligation to register or seek an exemption under
      any
      federal, state or foreign securities acts for any Cubic stock or to cause or
      permit such stock to be transferred in the absence of any registration or
      exemption and that the Company herein must hold such stock indefinitely unless
      such stock is subsequently registered under any federal and/or state securities
      acts or an exemption from registration is available.

    


               (h)           The
      Company has had the opportunity to ask questions of Cubic and GRI and receive
      additional information from Cubic and GRI to the extent that Cubic and GRI
      possessed such information or could acquire it without unreasonable effort
      or
      expense necessary to evaluate the merits and risks of any investment in
      Cubic.  Further, the Company has been given or has had access to: (1)
      all material books and records of Cubic; (2) all material contracts and
      documents relating to Cubic and this proposed transaction; and (3) an
      opportunity to question GRI and the appropriate executive officers of
      Cubic.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    CLOSING
      DELIVERIES

     

    


    4.1           Deliveries
      by Company.  Within five (5) business days of the Closing Date,
      the Company shall deliver or cause to be delivered to GRI a certificate
      registered in the name of GRI or its designees representing the number of shares
      of Series A Preferred Stock as set forth on Exhibit A.

    


    4.2           Deliveries
      by GRI.  On the Closing Date, GRI shall deliver or cause to be
      delivered to the Company the certificate representing GRI’s shares in Cubic
      common stock.

    


    


    
      	
               

            	
              ARTICLE
                V

            


    

    
      	
               

            	
              CONDITIONS
                TO CLOSING

            


    

    


    5.1           Conditions
      to the Obligation of GRI to Close.  The obligations of GRI under
      this Agreement are subject to the satisfaction of the following conditions
      unless waived by GRI:

     

    (a)   Representations
      and Warranties.  On the Closing Date, the representations and
      warranties of the Company shall be true and correct in all material respects
      on
      and as of the Closing Date with the same force and effect as if made on such
      date, and the Company shall have performed all of their respective obligations
      required to be performed by them pursuant to this Agreement at or prior to
      the
      Closing Date, and GRI shall have received a certificate of the Company to such
      effect and as to any other matters set forth in this Agreement.

     

    (b)   No
      Material Adverse Change.  No Material Adverse Change in the
      business or financial condition of the Company shall have occurred or be
      threatened since the date of this Agreement, and no action, suit or proceedings
      shall be threatened or pending before any court of governmental agency or
      authority or regulatory body seeking to restraint, prohibition or the obtain
      damages or other relief in connection with this Agreement or the consummation
      of
      the transactions contemplated by this Agreement or that, if adversely decided,
      has or may have a Material Adverse Effect.

     

    (c)    Designation
      of Series A Preferred Stock.  Promptly after  closing, the
      Company shall file with the Secretary of State of Florida an amendment to its
      Articles of Incorporation designating a class of Series A Preferred Stock
      subject to the preferences, rights, and limitations as described in a Form
      of
      Articles of Amendment attached hereto as Exhibit B.

     

     

    
      
        
        

      

      
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    5.2           Conditions
      to the Obligation of the Company to Close.  The obligations of the
      Company under this Agreement are subject to the satisfaction of the following
      conditions unless waived by the Company:

     

    (a)   Representations
      and Warranties.  On the Closing Date, the representations and
      warranties of GRI shall be true and correct in all material respects on and
      as
      of the Closing Date with the same force and effect as if made on such date,
      and
      GRI shall have performed all of their respective obligations required to be
      performed by them pursuant to this Agreement at or prior to the Closing Date,
      and the Company shall have received a certificate of the Company to such
      effect.

     

    (b)   No
      Material Adverse Change.  No Material Adverse Change in the
      business or financial condition of GRI shall have occurred or be threatened
      since the date of this Agreement, and no action, suit or proceedings shall
      be
      threatened or pending before any court of governmental agency or authority
      or
      regulatory body seeking to restraint, prohibition or the obtain damages or
      other
      relief in connection with this Agreement or the consummation of the transactions
      contemplated by this Agreement or that, if adversely decided, has or may have
      a
      Material Adverse Effect.

     

    


    ARTICLE
      VI

    MISCELLANEOUS

     

    6.1           Entire
      Agreement; Amendments and Waivers. This Agreement constitutes the entire
      agreement between the parties relating to the subject matter hereof, superseding
      any and all prior or contemporaneous oral and prior written agreements,
      understandings and letters of intent. This Agreement may not be modified or
      amended nor may any right be waived except by a writing which expressly refers
      to this Agreement, states that it is a modification, amendment or waiver and
      is
      signed by all parties with respect to a modification or amendment or the party
      granting the waiver with respect to a waiver. No course of conduct or dealing
      and no trade custom or usage shall modify any provisions of this
      Agreement.

     

    6.2           Governing
      Law. This Agreement shall be governed by and construed in accordance with
      the laws of the State of New York applicable to contracts made and to be
      performed entirely within such State.

     

    6.3
                   Binding
      Effect; Assignment.  This Agreement shall be binding upon and
      inure to the benefit of the parties hereto, and their respective successors
      and
      permitted assigns.

     

    6.4           Execution.  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
      document.

    


    6.5           Survival
      of Representations and Warranties.  The various representations,
      warranties, and covenants set forth in this Agreement or in any other writing
      delivered in connection therewith shall survive the issuance of the
      Shares.

    


    6.6           Severability.  If
      any provision of this Agreement is invalid or unenforceable, the balance of
      this
      Agreement shall remain in effect.

     

    


     

    


     

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    IN
      WITNESS WHEREOF, the parties have executed this Share Exchange Agreement the
      day
      and year first above written.

     

    
      	 	GLOBAL
              ROAMING,
              INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Yakov
              Sarousi	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




    
      	 	GLOBAL
              ROAMING DISTRIBUTION, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Jenny
              Callicott	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
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    Exhibit
      A

    


    List
      of GRI Designees to be Issued GRDB Shares

     

     

    1.  Yakov
      SAROUSI – 50% Shareholder of GRI

    2   Michael
      THALER – 50% Shareholder of GRI

     

     

     

     

    
      
        
        

      

      
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    Exhibit
      B

    


    Articles
      of Amendment to the Articles of Incorporation

    


    


    


     

     

     

    10