**EXHIBIT 10.60**

 

**STOCK PURCHASEAGREEMENT**

THIS STOCK PURCHASE AGREEMENT (“**Agreement**”)is made as of the 30th day of September, 2013 (“**Effective Date**”) by and between (1) Gulfstream Capital PartnersLimited (“**Gulfstream**”), a corporation organized under the laws of Seychelles and a wholly owned subsidiary ofVelaTel Global Communications, Inc. (“**VelaTel**” or together with Gulfstream “**Seller**”) and(2) Aerial Investments, LLC, a limited liability company organized under the laws of the United States (Delaware) (“**Purchaser**”)for the purchase and sale of 75 out of 100 shares outstanding of the capital stock (“**Zapna Stock**”) of Zapna,ApS, a corporation organized under the laws of Denmark (“**Company**”). Seller and Purchaser are each sometimesreferred to individually in this Agreement as a “**Party**” and together as “**Parties**.”

**RECITALS**

**A.**     VelaTel is the owner of75 shares of Zapna Stock. Ahmad Holdings and/or Omair Khan (collectively and as their interests appear “**Minority Owner**”)is the owner of the remaining 25 shares of Zapna Stock.

**B.**     The Company offers solutionsfor telephony operators and subscribers (and adaptable to wireless broadband operators and subscribers) including mobile applicationIP rights, prepaid and postpaid billing platforms, front end portals, administration modules, roaming, SMS and voice terminationservices, and products to deliver such services.

**C.     **Seller desires to sell itsinterest in the Zapna Stock. Pursuant to the stock purchase agreement between Seller and Minority Owner (“**2012 SPA**”),Minority Owner has (1) a right of first refusal to acquire Seller’s Zapna Stock on the same terms as offered by Purchaser,and (2) a tag along option to sell its Zapna Stock to Purchaser on the same terms as Seller.

**D.     **Purchaser is willing to acquireeither the 75 shares of Zapna Stock owned by Seller or all 100 shares of Zapna Stock owned by both Seller and Minority Owner.Purchaser enters into this Agreement subject to the rights of Minority Owner.

NOW, THEREFORE, for good and valuableconsideration, the Parties to this Agreement agree as follows:

**AGREEMENT**

**1.     Purchase and Sale of Zapna Stock.**

The securities that are the subject ofthis Agreement are shares of Zapna Stock.

1.1     Sale of Zapna Stock. Subjectto the terms and conditions of this Agreement, Seller shall sell and deliver to Purchaser at the Closing, and Purchaser shall purchasefrom Seller 75 shares of Zapna Stock, which shall represent 75% of the total shares of Zapna Stock issued and outstanding as ofthe Closing (“**Purchased Shares**”).

1.2     Purchase Price. The purchaseprice (“**Purchase Price**”) for the Purchased Shares is US$75, which Purchaser shall deliver to Seller at Closing,plus an assignment of Seller’s Rights against Minority Owner, as described in the following Section 1.3.

1.3     Assignment of Additional Rights.As additional consideration and part of the Purchase Price, Seller assigns to Purchaser at Closing, without warranty, all rights,if any, Seller may have (1) against Minority Owner related to the Company, whether arising from breach of any representation orwarranty Minority Owner made in connection with the 2012 SPA, from Minority Owner’s Management of the Company since closingof the 2012 SPA, and/or from conduct or circumstances described in Section 2.5, and/or (2) for financial benefits (or detriments)applicable to Seller’s ownership of the Zapna Stock for the period commencing July 1, 2013 and through Closing of this Agreement.

1.4     Closing; Delivery. Theclosing of this Agreement (“**Closing**”) shall take place on the earlier to occur of (1) expiration of MinorityOwner’s right of first refusal and tag along rights, which shall occur 30 days following delivery by Seller to Minority Ownerof a notice containing the terms of this Agreement, or (2) immediately following receipt by Seller from Minority Owner that MinorityOwner (a) declines to exercise either its right of first refusal, or (b) exercises or declines to exercise its tag along rights.Immediately following the Closing, Seller shall cause the transfer and delivery of the Purchased Shares in the name of Purchaser.

1.5     Minority Owner’s Right ofFirst Refusal. Purchaser acknowledges and agrees to honor Minority Owner’s right of first refusal. If Minority Ownerdelivers notice of its election to exercise its right of first refusal, (1) Seller shall pay the Purchase Price to Minority Owner,Seller shall cause the transfer and deliver the Purchased Shares in the name of Minority Owner or as Minority Owner directs, and(3) Seller shall waive any rights it otherwise assigns to Purchaser under Section 1.3 of this Agreement, and Seller shall insteadrelease Minority Owner from any and all claims related to the Company.

1.6     Minority Owner’s Tag-AlongRight. Purchaser acknowledges and agrees to honor Minority Owner’s tag along rights in lieu of Minority Owner’sright of first refusal. If Minority Owner delivers notice of its election to exercise its tag along rights, including Purchaser’sagreement to all of the terms of this Agreement, (1) Purchaser shall pay Minority Owner at Closing US$25, (2) Minority Owner shallcause the transfer and delivery of all 25 shares of its Zapna Stock in the name of Purchaser, and (3) Purchaser shall waive itsassigned rights described under Section 1.3, and Purchaser shall instead release Minority Owner from any and all claims relatedto the Company.

**2.     Representations and Warrantiesof Seller.**Seller hereby represents and warrants to Purchaser that the following representations are true and complete as ofthe date of the Agreement.

2.1     Organization and Qualificationof Seller. Seller is a corporation, and has all requisite power and authority to carry on his business as presently conductedand as proposed to be conducted. Seller has full power and authority to enter into this Agreement.

2.2     Authorization. Subject tothe exercise or expiration of Minority Owner’s rights, all actions required to be taken by Seller in order to enter intothe Agreement, and all actions necessary for the execution and delivery of the Agreement, and to sell, transfer and deliver toPurchaser the Purchased Shares, have been taken or will be taken prior to the Closing. The Agreement, when executed and deliveredby Seller, shall constitute a valid and legally binding obligation of Seller, enforceable against Seller in accordance with itsterms.

2.3     Capitalization of the Companyand any Subsidiary.

(a)     The authorized Capital Stock ofthe Company consists of 100 common shares, all of one class, of which 100 are outstanding.

(b)     To the best of Seller’sknowledge, the Company has no Subsidiaries.

2.4     Ownership of Purchased Shares.Seller is the lawful record beneficial owner of the Purchased Shares. Seller owns the Purchased Shares free and clear of all liensand encumbrances. Upon delivery of the Purchased Shares to Purchaser in accordance with this Agreement, Purchaser will acquirethe beneficial and legal, valid and indefeasible title to such Purchased shares, free and clear of all liens and encumbrancesexcept for restrictions on transfer under state and federal securities laws and liens or encumbrances created by or imposed bythe Purchaser.

2.5     Disclaimer of Other RepresentationsConcerning the Company. Seller has provided Purchaser, without warranty, with all financial information in Seller’s possessionregarding the Company between closing of the 2012 SPA and June 30, 2013. Purchaser acknowledges that Minority Owner has refusedto cooperate with Seller to provide any financial information regarding the Company for any period of time commencing July 1, 2013.Seller’s inability to accurately report the financial results of the Company on its consolidated financial statements forthe period of time commencing July 1, 2013 is the basis of Seller’s assignment to Purchaser of the financial benefits (ordetriments) described in Section 1.3. Seller has no direct evidence but has a reasonable suspicion that Minority Owner may havetransferred contractual rights and/or revenue belonging to the Company to other companies affiliated with Minority Owner, includinga purported subsidiary of the Company organized in Pakistan. Except as provided in Sections 2.3 and 2.4, Seller expressly disclaimsany representations or warranties regarding the past or future financial, legal or other status of the Company. Purchaser acknowledgesthat this transaction is made “as is, where is,” and that the Purchase Price reflects the disclaimers contained inthis Section.

**3.     Representations and Warrantiesof the Purchaser**. Purchaser hereby represents and warrants to Seller that:

3.1     Authorization. Purchaserhas full power and authority to enter into the Agreement. The Agreement, when executed and delivered by Purchaser, will constitutevalid and legally binding obligations of Purchaser, enforceable in accordance with their terms, except as limited by applicablebankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affectingenforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance,injunctive relief, or other equitable remedies.

3.2     Disclosure of Information; InvestmentExperience. Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs with Seller,but not with the Company’s management. Purchaser represents that Purchaser is experienced in evaluating and investing intransactions involving companies in a similar stage of development and acknowledges that Purchaser is able to fend for itself,can bear the economic risk of Purchaser’s investment, and has such knowledge and experience in financial and business matters.

**4.     Mutual Representations of theParties.**Each Party hereby represents to the other (Seller’s representations apply to each of Seller, the Company andthe Company’s Subsidiaries, as applicable; Purchaser’s representations apply to Purchaser and any affiliate of Purchaser,as applicable):

4.1     Foreign Corrupt Practices Act.To the best of the representing Party’s knowledge, neither the Party, nor any of their respective directors, officers oremployees have made, directly or indirectly, any payment or promise to pay, or gift or promise to give or authorized such a promiseor gift, of any money or anything of value, directly or indirectly, to: (i) any foreign official (as such term is defined in theUS Foreign Corrupt Practices Act (“FCPA”) for the purpose of influencing any official act or decision of such officialor inducing him or her to use his or her influence to affect any act or decision of a governmental authority; or (ii) any foreignpolitical party or official thereof or candidate for foreign political office for the purpose of influencing any official actor decision of such party, official or candidate or inducing such party, official or candidate to use his, her or its influenceto affect any act or decision of a foreign governmental authority, in the case of both (i) and (ii) above, in order to assistthe representing Party or their respective affiliates to obtain or retain business for, or direct business to, the representingParty or their respective affiliates, as applicable. Neither the representing Party, nor any of their respective directors, officersor employees has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received orretained any funds in violation of any law, rule or regulation.

4.2     Compliance with Office of ForeignAssets Control.

(a)     To the representing Party’s knowledge, neither the Party, nor any of their respective directors, officers or employeesis an OFAC Sanctioned Person (as defined below). The representing Party and their respective directors, officers or employees arein compliance with, and have not previously violated, the US Patriot Act of 2001, as amended through the date of this Agreement,to the extent applicable to the representing Party, and all other applicable anti-money laundering laws and regulations. None of:(i) the purchase and sale of the Zapna Stock or the VELA Shares; (ii) the execution, delivery and performance of this Agreement;or (iii) the consummation of any transaction contemplated hereby or thereby, or the fulfillment of the terms hereof or thereof,will result in a violation by anyone of any of the OFAC Sanctions (as defined below) or of any anti-money laundering laws of theUnited States or any other applicable jurisdiction.

(b)     For the purposes of Section 4.2(a)of this Agreement:

(i)     “OFAC Sanctions” meansany sanctions program administered by the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)under authority delegated to the Secretary of the Treasury (“Secretary”) by the President of the US or provided tothe Secretary by statute, and any order or license issued by, or under authority delegated by, the President or provided to theSecretary by statute in connection with a sanctions program thus administered by OFAC. For ease of reference, and not by way oflimitation, OFAC Sanctions programs are described on OFAC's website at www.treas.gov/ofac;

(ii)     “OFAC Sanctioned Person”means any government, country, corporation or other entity, group or individual with whom or which the OFAC Sanctions prohibita US Person from engaging in transactions and includes, without limitation, any individual or corporation or other entity thatappears on the current OFAC list of Specially Designated Nationals and Blocked Persons (“SDN List”). For ease of reference,and not by way of limitation, OFAC Sanctioned Persons other than governments and countries can be found on the SDN List on OFAC'swebsite at www.treas.gov/offices/enforcement/ofac/sdn; and

(iii)     “US Person” meansany US citizen, permanent resident alien, entity organized under the laws of the US (including foreign branches), or any person(individual or entity) in the US and, with respect to the Cuban Assets Control Regulations, also includes any corporation or otherentity that is owned or controlled by one of the foregoing, without regard to where it is organized or doing business.

**6.     Indemnification.**

Each Party agrees to defend, indemnifyand hold harmless the other Party and its successors, permitted assigns, employees, officers, agents, managers, shareholders andaffiliates, from and against any and all losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses,including reasonable attorneys’ fees (both those incurred in connection with the defense or prosecution of an indemnity claimand those incurred in connection with the enforcement of this provision) resulting from or arising out of (i) any failure of theindemnifying Party to perform or fulfill any undertaking, covenant or agreement applicable to such Party in this Agreement, and(ii) any material breach of a representation and warranty contained in Sections 2-4 of this Agreement and applicable to the indemnifyingParty.

**7.     Miscellaneous.**

7.1     Survival of Warranties.Unless otherwise set forth in this Agreement, the representations and warranties of Seller and Purchaser contained in or made pursuantto this Agreement shall survive the execution and delivery of this Agreement and the Closing, and shall in no way be affected byany investigation or knowledge of the subject matter thereof made by or on behalf of Seller or Purchaser.

7.2     Successors and Assigns. Theterms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assignsof the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties heretoor their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,except as expressly provided in this Agreement.

7.3     Governing Law. This Agreementis made and any controversy arising out of or relating to this Agreement shall be governed by, and construed and enforced in accordancewith, the laws of California, without regard to the conflict of laws principles thereof.

7.4     Titles and Subtitles. The titlesand subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting thisAgreement.

7.5     Notices.All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectivelygiven upon the earlier of actual receipt or: (i) personal delivery to the Party to be notified; (ii) when sent, if sent by electronicmail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’snext business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postageprepaid; or (iv) one (1) business day after deposit with a worldwide recognized overnight courier, freight prepaid, specifyingnext business day delivery, with written verification of receipt. All communications shall be sent to the respective Parties attheir address as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modifiedby Notice given in accordance with this Section.

7.6     Finder’s Fee and Commission.Purchaser represents that it neither is nor will be obligated for any finder’s or broker’s fee or commission in connectionwith this transaction. Purchaser agrees to indemnify and to hold harmless Seller from any liability for any commission or compensationin the nature of a finder’s or broker’s fee arising out of this transaction, including the costs and expenses of defendingagainst such liability or asserted liability. Seller represents that it neither is nor will be obligated for any finder’sor broker’s fee or commission in connection with this transaction. Seller agrees to indemnify and hold harmless Purchaserfrom any liability for said commission or compensation in the nature of a finder’s or broker’s fee arising out ofthis transaction, including the costs and expenses of defending against such liability or asserted liability.

7.7     Dispute Resolution. Any disputebetween the Parties to this Agreement which arises out of or relates to this Agreement shall be submitted to binding arbitrationto be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), sitting in San Diego, California,for resolution by a single arbitrator acceptable to both Parties. If the Parties fail to agree to an arbitrator within ten (10)days of a written demand for arbitration being sent by one Party to the other Party, then JAMS shall select the arbitrator accordingto the JAMS Rules for Commercial Arbitration. The arbitration shall be conducted pursuant to the California Code of Civil Procedureand the California Code of Evidence. The award of the arbitrator shall be final and binding on the Parties and may be enforcedby any court of competent jurisdiction. The Party prevailing in the arbitration shall be entitled to recover from the non-prevailingParty its reasonable attorney fees and other costs and expenses incurred in connection with the arbitration and/or any actionto enforce the results of the arbitration.

7.8     Attorney Fees. If any actionat law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of this Agreement, the prevailingParty shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other reliefto which such Party may be entitled.

7.9     Severability. The invalidityor unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

7.10     Delays or Omissions. Nodelay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or defaultof any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Partynor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breachor default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach ordefault theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of eitherParty of any breach or default under this Agreement, or any waiver on the part of either Party of any provisions or conditionsof this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies,either under this Agreement or by law or otherwise afforded to either Party, shall be cumulative and not alternative.

7.11     Entire Agreement. ThisAgreement constitutes the full and entire understanding and agreement between the Parties with respect to the subject matter hereof,and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.

7.12     Counterparts.This Agreement may be executed in one or more counterparts, including facsimile copy of signatures, each of which shall be deemedto be an original copy of this Agreement, and all of which, when taken together, shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties haveexecuted this Stock Purchase Agreement effective as of the date first above written.