Exhibit 10.28

     

    THE RESOURCE GROUP INTERNATIONAL LIMITED

    

    

    ETELEQUOTE PLC

    

    

    ANTHONY SOLAZZO

    

    

    FORWARD MARCH LIMITED

     

    
      


    SHARE TRANSFER AND EXCHANGE AGREEMENT

    
      


    
      
        


    

    THIS SHARE TRANSFER AND EXCHANGE AGREEMENT (this “Agreement”) is made as a Deed, effective as of June 28, 2017.

    

    

    PARTIES:

    

    

    
      	
              (1)

            	
              THE RESOURCE GROUP INTERNATIONAL LIMITED, an exempted company organised and existing under the laws of Bermuda, with Company Registration No. 50201 and having its
                registered address at Crawford House, 50 Cedar Avenue, Hamilton, Bermuda HM 11 (“TRGI”);

            


    

    

    

    
      	
              (2)

            	
              ETELEQUOTE PLC, a public limited company existing under the laws of England and Wales, with Registration No. 08587657 and having its registered address at 3rd Floor, 1
                Ashley Road, Altrincham, Cheshire, WA14 2DT (“ETQ”);

            


    

    

    

    
      	
              (3)

            	
              ANTHONY SOLAZZO, an individual with an address of 1520 Gulf Blvd #707 Clearwater FL 33767 USA (“Solazzo”); and

            


    

    

    

    
      	
              (4)

            	
              FORWARD MARCH LIMITED, an exempted company organised and existing under the laws of Bermuda, with Company Registration No. 52347 and having its registered address at
                Crawford House, 50 Cedar Avenue, Hamilton, Bermuda HM 11 (“FM”),

            


    

    

    

    
      	
               

            	
              (each a “Party” and collectively, the “Parties”).

            


    

    

    

    BACKGROUND:

    

    

    
      	

            	
              (A)

            	
              Solazzo is the holder of a total of 3,125,000 A ordinary shares in ETQ with a par value of £0.00032 per share (the “Solazzo ETQ Shares”).

            


    

    

    

    
      	

            	
              (B)

            	
              TRGI is the holder of a total of 3,124,000 preferred ordinary shares, 8 B ordinary shares, and 1,562,500 C ordinary shares, each in ETQ and each with a par value of £0.00032 per share (the “TRGI ETQ Shares”)

            


    

    

    

    
      	

            	
              (C)

            	
              Subject to any prior necessary corporate or regulatory approvals (including any prior no-objection or approval of the BMA), Solazzo would like to effect a transfer to FM, and FM would like to accept all of
                the Solazzo ETQ Shares, in exchange for the issue and allotment by FM of 533,818 fully paid and non-assessable common shares in FM with a par value of US$0.0001 per common share to Solazzo (the “FM Shares”)



                (the “Solazzo Share Transfer and Exchange”).

            


    

    

    

    
      	

            	
              (D)

            	
              The Parties are accordingly entering into this Agreement to set out the terms and conditions governing the Share Transfer and Exchange.

            


    

    
      1

      
        


    

    TERMS:

     

    The Parties agree as follows:

    

    

    
      	
              1.

            	
              DEFINITIONS AND INTERPRETATION

            


    

    

    

    
      	

            	
              1.1

            	
              Definitions

            


    

     

    
      In this Agreement the following expressions shall have the following meanings:

       

    

    
      	 	
              “Agreement”

            	 	
              means this share transfer and exchange agreement, including its schedules (if any);

            
	 	 	 	 
	 	
              “BMA”

            	 	
              means the Bermuda Monetary Authority;

            
	 	 	 	 
	 	
              “Companies Act”

            	 	
              means the Companies Act, 1981, as amended, of Bermuda;

            
	 	 	 	 
	 	
              “Completion”

            	 	
              means the completion of the Solazzo Share Transfer and Exchange, as well as the TRGI Share Transfer, on or by the Completion Date;

            
	 	 	 	 
	 	
              “Completion Date”

            	 	
              means on or by 30 June, 2017 or such other date as may be agreed between the Parties in writing;

            
	 	 	 	 
	 	
              “Dispute”

            	 	
              has the meaning given to it in clause 8.9;

            
	 	 	 	 
	 	
              “Encumbrance”

            	 	
              means any adverse claim or right or third party right or other right or interest, any equity, any option or right of pre-emption or right to acquire or right to restrict, any mortgage, charge, assignment,
                hypothecation, pledge, lien, encumbrance or security interest or arrangement of whatsoever nature, any reservation-of-title or any hire purchase, lease or instalment purchase agreement;

            
	 	 	 	 
	 	
              “FM Shares”

            	 	
              has the meaning given to it in Recital (C);

            
	 	 	 	 
	 	
              “Proceedings”

            	 	
              has the meaning given to it in clause 8.10(a);

            
	 	 	 	 
	 	
              “Solazzo ETQ Shares”

            	 	
              has the meaning given to it in Recital (A);

            
	 	 	 	 
	 	
              “Solazzo Share

            	 	
              has the meaning given to in it Recital (C);

            
	 	
              Transfer and

            	 	 
	 	
              Exchange”

            	 	 


      
        2

        
          


      

      	 	
              “TRGI ETQ

            	 	
              has the meaning given to it in recital (B); and

            
	 	
              Shares”

            	 	 
	 	 	 	 
	 	
              “TRGI Share

            	 	
              has the meaning given to it in clause 4.1.

            
	 	
              Transfer”

            	 	 


    

     

    
      	

            	
              1.2

            	
              Interpretation

            


    

     

    In this Agreement, unless the context requires otherwise:

    

    

    
      	

            	
              (a)

            	
              the section headings and captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this
                Agreement;

            


    

    

    

    
      	

            	
              (b)

            	
              a reference to a document is a reference to that document as from time to time supplemented or varied;

            


    

    

    

    
      	

            	
              (c)

            	
              words importing the singular shall include the plural number and vice versa and words importing a gender shall include each gender;

            


    

    

    

    
      	

            	
              (d)

            	
              words and phrases, the definitions of which are contained or referred to in the Companies Act shall be construed as having the meanings thereby attributed to them; and

            


    

    

    

    
      	

            	
              (e)

            	
              any reference to any clause, sub-clause or paragraph, shall be a reference to the clause, sub-clause or paragraph, of this Agreement in which the reference occurs unless it is indicated that reference to some
                other provision is intended.

            


    

    

    

    
      	
              2.

            	
              SOLAZZO SHARE TRANSFER

            


    

    

    

    
      	

            	
              2.1

            	
              Solazzo Share Transfer and Exchange

            


    

    

    

    
      	

            	
               

            	
              Subject to any prior necessary corporate or regulatory approvals (including any prior regulatory no-objection or approval of the BMA), Solazzo agrees to effect the transfer of the Solazzo ETQ Shares to FM and
                FM agrees to acquire the Solazzo ETQ Shares in exchange for the issue and allotment of the FM Shares, as fully paid and non-assessable shares, by FM to Solazzo, with effect from the Completion and free from any Encumbrances and with the
                benefit of all accrued rights and advantages attaching or belonging thereto.

            


    

    

    

    
      	
              3.

            	
              CONSIDERATION TO SOLAZZO

            


    

    

    

    
      	

            	
              3.1

            	
              Solazzo and FM agree that the issuance of the FM Shares, and the fact of the TRGI Share Transfer occurring, shall be good and sufficient consideration for the transfer of the Solazzo ETQ Shares.

            


    

    

    

    
      3

      
        


    

    
      	
              4.

            	
              TRANSFER BY TRGI

            


    

     

    
      	
               

            	
              TRGI Share Transfer

            


    

    

    

    
      	

            	
              4.1

            	
              Subject to any prior necessary corporate or regulatory approvals (including any prior regulatory no-objection or approval of the BMA), TRGI agrees to effect the transfer of the TRGI ETQ Shares to FM (the “TRG Share Transfer”).

            


    

    

    

    
      	
              5.

            	
              COMPLETION

            


    

    

    

    
      	

            	
              5.1

            	
              Timing

            


    

    

    

    
      	

            	
               

            	
              Completion shall occur on the Completion Date. If Completion does not occur on or by the Completion Date, this Agreement and all obligations, consents, warranties, and covenants arising out of the Agreement
                shall be null and void.

            


    

    

    

    
      	
              6.

            	
              WARRANTIES AND COVENANTS

            


    

    

    

    
      	

            	
              6.1

            	
              Warranties

            


    

    

    

    
      	

            	
              (a)

            	
              Solazzo warrants and represents to the Parties that:

            


    

    

    

    
      	

            	
              (i)

            	
              he is the legal and beneficial owner of the Solazzo ETQ Shares, and all such Solazzo ETQ Shares are free of all Encumbrances;

            


    

    

    

    
      	

            	
              (ii)

            	
              he has the legal right and full power and authority to execute and deliver, and to exercise his rights and perform his obligations under this Agreement, and further that this Agreement constitutes a valid,
                legally binding and enforceable obligation on him in accordance with its terms; and

            


    

    

    

    
      	

            	
              (iii)

            	
              this Agreement constitutes, and the documents, if any, referred to in this Agreement which are to be executed by him, when executed, will constitute, valid and binding agreements enforceable in accordance
                with their respective terms.

            


    

    

    

    
      	

            	
              (b)

            	
              Each of TRGI, ETQ and FM respectively warrant and represent to each of the Parties that:

            


    

    

    

    
      	

            	
              (i)

            	
              each is a company duly incorporated and validly existing under the laws of its incorporation or, if applicable, continuation, and has the power to own its assets and carry on its business as it is being
                conducted;

            


    

     

    
      	

            	
              (ii)

            	
              each has the legal right and full power and authority to execute and deliver, and to exercise their rights and perform their obligations under this Agreement, and further that this Agreement constitutes a
                valid, legally binding and enforceable obligation on each of them in accordance with its terms; and

            


    

    
      4

      
        


    

    
      	

            	
              (iii)

            	
              this Agreement constitutes, and the documents, if any, referred to in this Agreement which are to be executed by each of them, when executed, will constitute, valid and binding agreements enforceable in
                accordance with their respective terms.

            


    

    

    

    
      	

            	
              (c)

            	
              TRGI warrants and represents to Solazzo that it is the beneficial owner of the TRGI ETQ Shares and such TRGI ETQ Shares are free of all Encumbrances.

            


    

    

    

    
      	

            	
              (d)

            	
              FM warrants and represents to Solazzo that upon Completion, FM’s issued share capital will be as follows:

            


    

    

    

    
      	

            	
              (A)

            	
              533,818 common shares issued to Solazzo;

            


    

    

    

    
      	

            	
              (B)

            	
              4,749,861 preferred shares issued to TRGI;

            


    

    

    

    
      	

            	
              (C)

            	
              6,856,139 common shares issued to TRGI; and

            


    

    

    

    
      	

            	
              (D)

            	
              an additional 360,184 common shares shall be issued, or agreed to be issued, to other person(s).

            


    

    

    

    
      	

            	
              (e)

            	
              FM further warrants and represents to Solazzo that, on or by the Completion Date (i) FM’s Byelaws and a Certificate of Designation for the preferred shares shall be in the form as attached hereto as Exhibit A to this Agreement; and (ii) FM’s Stock Option Plan shall be in the form attached hereto as Exhibit B to this Agreement.

            


    

    

    

    
      	

            	
              6.2

            	
              Covenants

            


    

    

    

    
      	

            	
               

            	
              Each Party jointly and severally covenants with the other Parties that he or it shall, and shall procure, so far as is within his or its power of procurement, that all necessary third parties shall likewise,
                do, execute and perform all such further deeds, documents, assurances, acts and things as either of them, at or after Completion, may reasonably require to give effect to the terms of this Agreement.

            


    

    

    

    
      	
              7.

            	
              ACKNOWLEDGEMENT

            


    

    

    

    
      	

            	
              7.1

            	
              By signing this Agreement, each of TRGI, ETQ, and FM undertakes:

            


    

    

    

    
      	

            	
              (a)

            	
              to perform any action required to give effect to the provisions of this Agreement;

            


    

    

    

    
      5

      
        


    

    
      	

            	
              (b)

            	
              that any resolutions required to be taken by its shareholder or directors to effect Completion have been adopted (whether at a meeting or in writing);

            


    

    

    

    
      	

            	
              (c)

            	
              to cancel such certificates as may be returned to it or declared lost as applicable;

            


    

    

    

    
      	

            	
              (d)

            	
              to issue new certificates as applicable to reflect the Share Transfer and Exchange;

            


    

    

    

    
      	

            	
              (e)

            	
              to update its registers (including its register of members) to reflect the positions following the Share Transfer and Exchange; and 

            


    

     

    
      	

            	
              (f)

            	
              to file all necessary statutory forms and documents with the BMA and all other authorities, if and as required, within the time limits prescribed by applicable law or regulation.

            


    

     

    
      	
              8.

            	
              MISCELLANEOUS PROVISIONS

            


    

    

    

    
      	

            	
              8.1

            	
              Assignment

            


    

    

    

    
      	

            	
               

            	
              No Party may assign its rights or obligations under this Agreement without the prior written consent of all the other Parties.

            


    

    

    

    
      	

            	
              8.2

            	
              Parties Bound

            


    

    

    

    
      	

            	
               

            	
              This Agreement shall be binding upon and run for the benefit of the Parties, their successors and permitted assigns.

            


    

    

    

    
      	

            	
              8.3

            	
              Relationship of the Parties

            


    

    

    

    
      	

            	
               

            	
              In this Agreement, nothing shall be deemed to:

            


    

    

    

    
      	

            	
              (a)

            	
              constitute a partnership between the Parties or any of them; or

            


    

    

    

    
      	

            	
              (b)

            	
              make any Party an agent for any other Party, for any purpose whatsoever.

            


    

    

    

    
      	

            	
              8.4

            	
              Entire Agreement

            


    

    

    

    
      	

            	
               

            	
              This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter, and except as expressly provided, supersedes all prior representations, writings,
                negotiations or understandings, with respect to that subject matter, if any.

            


    

    

    

    
      	

            	
              8.5

            	
              Waivers

            


    

    

    

    
      	

            	
               

            	
              A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or
                partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

            


    

    
      6

      
        


    

    
      	

            	
              8.6

            	
              Variations

            


    

    

    

    
      	

            	
               

            	
              No variation of this Agreement shall be effective unless it is made in writing and signed by each of the Parties.

            


    

    

    

    
      	

            	
              8.7

            	
              Counterparts

            


    

    

    

    
      	

            	
               

            	
              This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.

            


    

    

    

    
      	

            	
              8.8

            	
              Further Assurance

            


    

    

    

    
      	

            	
               

            	
              Each Party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.

            


    

    

    

    
      	

            	
              8.9

            	
              Governing Law

            


    

    

    

    
      	

            	
               

            	
              This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (“Dispute”)
                shall be governed by and construed in accordance with the laws of Bermuda.

            


    

    

    

    
      	

            	
              8.10

            	
              Jurisdiction

            


    

    

    

    
      	

            	
              (a)

            	
              Each of the Parties to this Agreement irrevocably agrees that the courts of Bermuda are to have exclusive jurisdiction to settle any Dispute and, for such purposes, irrevocably submits to the exclusive
                jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement (the “Proceedings”) shall therefore be brought in the courts of Bermuda.

            


    

    

    

    
      	

            	
              (b)

            	
              Each of the Parties to this Agreement irrevocably waives any objection to Proceedings in the courts referred to in clause 8.10(a) on the grounds of venue or on the grounds of forum non conveniens.

            


    

    

    

    [SIGNATURE PAGE TO FOLLOW]

    

    

    
      7

      
        


    

    IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first above written.

    

    

    For and on behalf of:

    

    

    THE RESOURCE GROUP INTERNATIONAL LIMITED

     

    /s/ Mohammed Khaishgi

  

  
    
      	
              Signature

            	
               

            


    

    Name: Mohammed Khaishgi

    Director/Authorised Signatory

     

    For and on behalf of:

    

    

    ETELEQUOTE PLC

        

    
      	
              Signed by

            	/s/ Zia Chishti	
               

            


      

    

    Signature

    Name: Zia Chishti

    Director/Authorised Signatory

     

    For and on behalf of:

     

    

    
      	
              Signed by

            	/s/ Anthony Solazzo

            	
               

            


    

     

    MR. ANTHONY SOLAZZO, in the presence of:

     

    
      	
              Signature of witness:

            	/s/ Pat Costello	 
	
              Name:

            	
              Pat Costello

            
	
              Address:

            	
              1700 Penn Ave, Suite 560

            
	 	
              Washington DC 20006

            
	
              Occupation:

            	
              Lawyer

            


    

    

    

    For and on behalf of:

    

    

    FORWARD MARCH LIMITED

     

    /s/ Zia Chishti

  

  
    
      	
              Signature

            	
               

            


    

    Name: Zia Chishti

    Director/Authorised Signatory

  

  

  

  8