Exhibit 10.1


 


Amended
and Restated Purchase Agreement 


between
Duo World, Inc. and Muhunthan Canagasooryam


 


This
Amended and Restated Purchase Agreement (“Agreement”) is effective as of December 3, 2014, by and between
Duo World, Inc. (the “Purchaser” / “the Company”) a company incorporated in the State of
Nevada, whose registered business address is 170 S. Green Valley Parkway, Suite 300, Henderson, Nevada 89012, United States
of America, and Mr. Muhunthan Canagasooryam (“Vendor”), whose address is No. 12 Palm Grove, Colombo 03, Sri Lanka.


 


RECITALS:


 


WHEREAS,
Mrs. Suzannah Jennifer Samuel Perera and Mr. Riad Ameen both form part of the board of directors of Duo World, Inc.


 


WHEREAS,
Duo World, Inc. is a newly incorporated SPV (Nevada C Corporation) that has 90,000,000 common shares (par value $0.001) and a
further 10,000,000 preferred shares (par value $0.001) authorized and no common or preferred shares issued to date. The preferred
shares have been designated with the following conversion rights: One preferred share will convert into ten common shares no earlier
than twelve months and one day after the issuance.


 


WHEREAS,
Mr. Muhunthan Canagasooryam is the sole shareholder of the Sri Lankan company, Duo Software (Pvt.) Limited.


 


WHEREAS,
Duo Software (Pte.) Limited (“DSPTV”) is a software company based in Singapore and India.


 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement,
the parties hereto agree as follows:


 


SECTION
1. PURCHASE AND SALE


 


Upon
the terms and subject to the conditions of this Agreement, the Vendor, who is the sole shareholder of “DSPTV” at the
Closing (as hereinafter defined), hereby sells 100% of his shares (5,000,000 shares of DSPTV) to the Purchaser, Duo World,
Inc., in consideration of US$475,000. The Purchaser and the Vendor mutually agree that the payment of the agreed consideration
will be satisfied via the issuance to Vendor of 28,000,000 unregistered common shares at $0.005 per share of Duo World,
Inc., 5,000,000 Series “A” preferred shares at $0.005 per share of Duo World, Inc. and the rest, US$310,000, to be
paid in cash via wire transfer within twelve months of the signing of this contract.


 


SECTION
2. EFFECTIVE DATE AND THE CLOSING


 


The
closing of this Agreement (the “Closing”) shall occur at a mutually agreeable time and place, upon the signing of
this Agreement, but in no event later than December 15, 2014. In the event that the shares are not delivered to the “Vendor”
within 10 (ten) business days from the date that this agreement is executed, this transaction shall be deemed null and void.


 


SECTION
3. REPRESENTATIONS AND WARRANTIES OF COMPANY


 


The
Vendor represents and warrants to the Purchaser / Company as follows:


 


3.1The
Vendor has the full legal right to enter into, execute and deliver this Agreement and to perform fully her obligations hereunder.


 




    	 	 	 



     

    

 


Amended
and Restated Purchase Agreement 


between
Duo World, Inc. and Muhunthan Canagasooryam


 


3.2The
appropriate authorizations, approvals or consents required to permit the Vendor to fulfill all of her obligations under this Agreement
are in place and effect.


 


3.3The
execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i)
violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any
other contracting party the right to terminate, or constitute (or with notice or lapse of time or both) a default under any contract
or other agreement to which the Vendor is a party; (ii) violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon Vendor, or upon the properties or business of the Vendor;
or (iii) violate any statute, law or regulation of any jurisdiction applicable to the Vendor.


 


3.4DSPTV
is the lawful owner of all the properties held in the company. The directors of DSPTV are not a party to any agreement, written
or oral, creating rights in respect to the above as of the date of execution of this Agreement.


 


SECTION
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The
Purchaser / Company represents and warrants to the Vendor as follows:


 


4.1The
issuance of 28,000,000 common shares and 5,000,000 preferred shares of Duo World, Inc. to Mr. Muhunthan Canagasooryam
represents a change in control of the Company.


 


4.2Mr.
Canagasooryam will receive 28,000,000 common shares and 5,000,000 Series “A” preferred shares


 


4.3The
current officers and directors of the Company agree to continue their respective roles in Duo World, Inc.


 


4.4The
Purchaser is totally aware of the financial status and also the legal rights and obligations of Duo Software (Pvt.) Limited.


 


4.5The
Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement
and to perform fully its obligations hereunder.


 


4.6The
Purchaser has all power and authority necessary to enable it to carry out the transactions contemplated by this Agreement. The
execution and delivery of this Agreement and the consummation of the transactions contemplated by it have been authorized by all
necessary action on the part of Purchaser. This Agreement is a valid and binding agreement of Purchaser, enforceable against Purchaser
in accordance with its terms. Neither the execution and delivery of this Agreement by Purchaser nor the consummation of the transactions
contemplated by this Agreement will violate, result in a breach of, or constitute default under, any agreement or instrument to
which Purchaser is a party or by which Purchaser is bound, or any order, rule or regulation of any court or governmental agency
having jurisdiction over Purchaser.


 


4.7No
authorizations, approvals or consents are required to permit the Purchaser to fulfill its obligations under this Agreement.


 




    	 	 	 



     

    

 


Amended
and Restated Purchase Agreement 


between
Duo World, Inc. and Muhunthan Canagasooryam


 


4.8The
execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i)
violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any
other contracting party the right to terminate, or constitute (or with notice or lapse of time or both) a default under any contract
or other agreement to which Purchaser is a party; (ii) violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon Purchaser, or upon the properties or business of Purchaser;
or (iii) violate any statute, law or regulation of any jurisdiction applicable to Purchaser.


 


SECTION
5. COVENANTS


 


5.1Non-Compete.
The Vendor hereby agrees to a non-competition clause during the following 3 years.


 


SECTION
6. INDEMNITY


 


6.1Indemnification
Procedure. A party (an “Indemnified Party”) seeking indemnification shall give prompt notice to the
other party (the “Indemnifying Party”) of any claim for indemnification. The Indemnifying Party shall have the right
to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying
Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection
with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate
counsel for such in such action. In the event, however, that such Indemnified Party’s legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying
Party in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party
have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings,
then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party
shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment
in connection with any such settlement shall be made without the prior consent of the Indemnifying Party which consent shall not
be unreasonably withheld.


 


SECTION
7. MISCELLANEOUS


 


7.1Notices.
Any notice or other communication required or which may be given hereunder shall be delivered personally, telegraphed, telexed,
sent by facsimile transmission or sent by certified, registered, or express mail, postage prepaid, and shall be deemed given when
so delivered personally, telegraphed, telexed or sent by facsimile transmission or if mailed, four (4) days after the date of
mailing, as follows:


 


	 	●	If
    to Duo World, Inc.:
	 	 	 
	 	 	170
    S. Green Valley Parkway, Suite 300, Henderson, Nevada, 89012, United States of America
	 	 	 
	 	●	If
    to Mr. Muhunthan Canagasooryam:
	 	 	 
	 	 	Palm
    Grove 12, Colombo 003, Sri Lanka


 




    	 	 	 



     

    

 


Amended
and Restated Purchase Agreement 


between
Duo World, Inc. and Muhunthan Canagasooryam


 


Any
party may, by notice given in accordance with this Section to the other parties, designate another address or person for receipt
of notice hereunder.


 


7.2Entire
Agreement. This Agreement and any collateral agreement execute in connection with the consummation of the transactions
contemplated herein contain the entire agreement among the parties with respect to the subject matter hereof and related transactions,
and supersede all prior agreements, written or oral, with respect thereto.


 


7.3Waivers
and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms
and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party
waiving compliance.


 


7.4Governing
Law. This Agreement shall be governed and construed in accordance with the laws of Nevada applicable to agreements
made and jurisdiction shall be in the State of Nevada.


 


7.5Headings.
The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.


 


7.6Severability.
If any term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent,
be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement of the application
of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted
by law.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.


 


	COMPANY:
    Duo World, Inc.	 
	 	 
	/s/
    Suzannah Jennifer Samuel Perera	 
	Mrs.
    Suzannah Jennifer Samuel Perera – Director	 
	Date:
    As of December 3, 2014	 
	 	 
	COMPANY:
    Duo World, Inc. 	 
	 	 
	/s/
    Riad Ameen	 
	Mr.
    Riad Ameen – Director	 
	Date:
    As of December 3, 2014	 



 


	VENDOR:
    Mr. Muhunthan Canagasooryam	 
	 	 
	/s/
    Muhunthan Canagasooryam	 
	Mr.
    Muhunthan Canagasooryam	 
	Date:
    As of December 3, 2014