Exhibit 10.1


 


Debt
EXCHANGE Agreement


 


 


This Debt Exchange
Agreement (the “Agreement”) is entered into as of April 10, 2020 by and between Mi1 Global Limited and Mi1 Global
Telco., Inc. (the “Company”), with reference to the following facts:


 


WHEREAS, the Company
and Mi1 Global Limited agreed to exchange $90 of the current outstanding debt the Company owes Mi1 Global Limited into shares of
the Company’s common stock at a price of $0.001 per share.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mi1 Global Limited and the Company
agree as follows:


 


1. Conversion
to Common Stock. Effective as of April 10, 2020, $90 of the Debt shall be exchanged into shares of Common Stock at a price
per share of $0.001 for an aggregate number of shares of 90,000. Upon execution of this Agreement, the Company shall instruct its
transfer agent to issue a total of 90,000 shares of Common Stock to the Mi1 Global Limited, and Mi1 Global Limited shall acknowledge
the repayment of $90 of the Debt.


 


2.  Representations.


 


(a) Mi1 Global
Limited acknowledges that the shares of Common Stock are characterized as “restricted securities” under the Securities
Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”)
and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise
transferred without registration under the Securities Act or an exemption therefrom. Mi1 Global Limited acknowledges that (i) the
shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning
of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such
shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities
Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the
Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities
laws of any State of the United States or any other applicable jurisdiction.


 


 


(b) Mi1 Global
Limited acknowledges that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept
for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions
on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive
physical certificates will bear a restrictive legend.


 


(c) Mi1 Global
Limited acknowledges that: (a) the shares of Common Stock have not been registered under the Securities Act, or under any
state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving
any public offering; (b) Mi1 Global Limited is acquiring the shares of Common Stock solely for its own account for investment
purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities
laws of any State of the United States or any other applicable jurisdiction; (c) Mi1 Global Limited is a sophisticated purchaser
with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing
the shares of Common Stock; (d) Mi1 Global Limited has had the opportunity to obtain from the Company such information as
desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Mi1 Global Limited
is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Mi1 Global Limited
is not a U.S. Person as defined in the Securities Act  and (g) Mi1 Global Limited either has a pre-existing personal
or business relationship with the Company or its officers, directors or controlling persons, or by reason of Mi1 Global Limited’s
business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with
and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection
with the purchase of the Common Stock.


 


(d) Mi1 Global
Limited’s investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Mi1 Global
Limited’s overall investment program and financial condition.


 


 


 






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(c) Each party
to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not
based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other
party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms
of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for
its preparation.


 


(d) Each party
to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this
Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf
of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution,
performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party
is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.


 


3. Miscellaneous.


 


(a) This Agreement
shall be construed and enforced in accordance with the laws of the State of New York.


 


(b) This Agreement
constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between
the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any
exhibit hereto) shall be effective unless made in writing and signed by both parties.


 


(c) This Agreement may be executed in any
number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.


 


This Agreement
is entered into and effective as of the date first written above.


 


 


 


 


Mi1 Global
Limited


 





By: /s/
Kok Seng Yeap


Kok Seng
Yeap


Director


 


 


 


 


 


Mi1 Global
Telco., Inc.


 


By:
/s/ Kok Seng Yeap


Kok Seng
Yeap


Chief
Executive Officer


 


 



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