GLOW HOLDINGS, INC. a Nevada corporation. Current Report June 1, 2012

Transcription

1 GLOW HOLDINGS, INC. a Nevada corporation Current Report June 1, 2012

2 CURRENT REPORT Current Information Regarding GLOW HOLDINGS, INC. The following information is provided as to Glow Holdings, Inc. (referred to as we, us, our, the Issuer or the Company ). This information is provided pursuant to the Guidelines for Providing Adequate Current Information created by OTC Markets Group, Inc, and is intended by the Issuer to be in compliance with Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and Rule 144 of the Securities Act of 1933 (the Securities Act ). 1. Entry Into Material Definitive Agreement. On May 21, 2012, our largest shareholder, Slisons Holdings, Inc. ( Slisons ), an entity controlled by our Mr. See Kuy Tan, our sole officer and, entered into a Agreement to Purchase Common Stock (the Agreement ) with Twin Ace International Holdings, Ltd, a British Virgin Islands Business Company ( Twin Ace ), under which Twin Ace agreed to purchase an aggregate of 50,105,000 shares of our common stock and 10,000,000 shares of our Series A Convertible Preferred Stock from Slisons in exchange for $70,105. These shares represent approximately 61% of our outstanding voting control. The transaction closed May 25, We were a party to the Agreement for the purpose of acknowledging certain representations and warranties about the company in the Agreement. 12. Changes in Control of the Issuer. As noted above, under the Agreement, Slisons, our largest shareholder, sold shares that represent approximately 61% of our outstanding voting control to Twin Ace. This transaction resulted in a change of control as Twin Ace now owns a majority of our outstanding voting securities. In connection with our change in control we intend to shift our business focus from a company in multi-level marketing company to one involved in general prospecting, exploration, production (mining) and trading (selling & buying) of minerals and ore such as gold, iron ore, tin, coal, magnesium, and antimony. 13. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. In conjunction with the close of the transaction, the following addition to our Board of Directors occurred, effective May 28, 2012: Kam Thong Cheah, age 54, has been the Senior Pastor of His Sanctuary of Glory Church from 1988 to present. In this position he is in charge of the overall direction of Page 2 of 6

3 the Church, including managing and leading both the employed staff and voluntary teams, and planning, developing and charting the training programs for the Church. Since 1998, Mr. Cheah has also been the President of HSG Global Ministries. In this position he is responsible for developing and implementing the global vision of the church across 17 nations, planning and supervising humanitarian response in crisis among global affiliates, responsible for leadership training and development for global affiliates by organizing and conducting seminars and conferences, and responsible for charting the growth of the global ministries. From 2004 through 2011, Mr. Cheah was also on the Board of Trustees for the Asian Pacific Federation of Christian Schools. In this position he promoted cooperation and understanding among evangelical educational institutions and colleges, planning and organizing the annual leadership and family conference, and assisting with policy-making and expanding the network of the Federation in the region. In 2010, Mr. Cheah was the Managing Director of Value Tower Sdn Bhd, which was a holding company involved in palm oil production, mining and information technology products. Mr. Cheah received his diploma in Biblical Theology from the Bible College of Malaysia in 1982, received an Ordination Certificate from Assemblies of God of Malaysia in 1986, received a Bachelor of Theology from Life Christian University in 2006, was a Candidate for a Masters of Theology at Life Christian University in 2006, and received a Certificate of Recognition at the Corporate Director s Training presented by the Companies Commission of Malaysia in Effective April 20, 2012, Mr. Kevin J. Gadawski, our only independent director, resigned from the Board. We are not aware of any disagreements with Mr. Gadawski. 14. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Agreement and our new business focus, effective June 1, 2012, we amended our Articles of Incorporation to increase our authorized common stock to Seven Hundred Million (700,000,000) shares. Page 3 of 6

4 Exhibits. Articles of Incorporation and Bylaws: Exhibit No. Description B-10 Certificate of Amendment to the Certificate of Incorporation dated June 1, 2012 to increase our authorized common stock to 700,000,000 shares. Material Contracts. Exhibit No. Description M-1 Agreement to Purchase Common Stock dated May 21, Dated this 1st day of June, 2012, at Kuala Lumpur, Selangor, Malaysia. Glow Holdings, Inc., a Nevada corporation By: Its: /s/ See Kuy Tan See Kuy Tan Chief Executive Officer Page 4 of 6

5 Exhibit B-10 Certificate of Amendment to the Certificate of Incorporation to Increase Authorized Common Stock to 700,000,000 Shares Page 5 of 6

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9 Exhibit M-1 Agreement for the Purchase of Common Stock dated May 21, 2012 Page 6 of 6

10 AGREEMENT X'ORTIIE PT}RCHASE OF COMMON STOCK THIS PLIRCHASE AGREEMENT, (this "Agreemenf') made this 2lst day of May,2012, by and between Slisons Holdings, Inc., a Nevada corporatioq (the "sellerr'), Glow Holdings, fnc., a Nevada corporation (the *Company' or *Glow'), and Twin Ace International Holdings Ltd a [British Virgtn Island Business Company No ) ("Purehaserr'), setting forth the terms and conditions upon which Seller will sell to Purchaser and Purchaser will prnchase frorr Seller certain securities (the *Securitics') consisting of Fifty Million One Hundred Five Thousand (50,105,000) shares of Glow Holdings, Inc. cornmon stock (the *Common Shares') and Ten Million (10,000,000) shares of Glow Holdings, Inc.. Series A Convertible Preferred Stock (the "Preferred Shares" and together with the Common Shares, the "Shares"). Together the Sellers, Glow and the Purchaser are refered to herein as the "Parties." In consideration of the mufual promises, covenants, and representations contained herein TTIE PARTIES HERETO AGREE AS FOLLOWS: WITI\TESSETII WHEREAS, the Sellers own the Shares, representing votes of the Company; y 6la/o of the outstanding WHEREAS, the Seller desires to se1l, and the Purchaser desires to purchase, the Shares in accordance with the terurs set forth herein; WHEREAS, the Parties desire and intend that the tansactions contemplated by this Agreement will be a tax free reorganization under Section 36S(a) (lxb) of the Intemal Revenue Code of 1986, as amended. WHEREAS, the Parties have appointed The Lebrecht Group, APLC, to act as the Escrow Agent ("Escrow Agent') for this transtrction and to receive and hold all consideration received from the Purchaser for the purchase of the Shares and all documents, stock certificates, stock powers and corporate records of Glow received from the Sellers, through the Closing, unless other arrangements are agreed to by the Parties in writing and given to the Escrow Agent. WHEREAS, the Parties and Escrow Agent, have entered into an Escrow Agreement dated of even date herewith, a copy of which is attached hereto as ExhibitA (the*escrow Agreenenf). NOW TIIEREFORE, in consideration of the premises and respective mutual agreernents, covenants, representations and warranties herein contained, it is agreed between the Parties hereto as follows: $

11 ARTICLE I SALE OF SECT]RITIES l.0l Sale of the Shares. Subject to the terms and conditions of this Agreement, and the representation *a *uo-*ti"s contained herefuu the Seller agrees to sell the Shares to the Purchaser for a total of Seventy Thousand One Hundred Five Only Doltars (U.S.) ($70,105.00) (the "Purchase Price'). This is a private fiansaction betvreen the Seller and the Ptnchaser Appointuent of Escrow Agent. The Seller and Purchaser hereby appoint The Lebrecht Croup,-affC, to act as the Escrow Agent as to the distribution of the Funds received for the purchase o] ttt" Shares and dishibution of the Shares and documents of Glow to be held in per the Escrow Agreemen! unless it is agreedby the Parties, in a signed writing delivered to "r"rl* the Esciow Agen! that the doeuurents and ce*ificates shall be distributed to the Ptlrchaser in another way Payment: The Parties agrce that the full Purchase Price of Seventy Thguland Ory Hundred and Five -oty nouutr (U.S.) ($70,105.00) has been or will be wfued on or before (the "Closing Date"), to The Lebrecht Group, APLC Client Trust Account f'escrow Accounf'). This entire rrr* i* firlly refundable (less escrow and wir,e transfer fees) for any reqqon or for no reasn until the Close of the transaction ARTICLE II REPRESENTATIONS AI\TD WARRANTTES To induce the Purchaser to enter into this Agreement and to consunmate the transactions contemplated hereby, the Seller and the Company represent and warrant as of the date hereof and as ofthe Closing, as follows: 2.01 Oreanization. Glow is a Nevada corporation duly organized validly existing, and in good standing under the laws of that state, has all necessary corporate powers to own properties and carry ott a business, and is duly qualified to do business and is in good standing in t}e state of Nevada and elsewhere. All actions taken by the incorporators, directors and/or shareholders of Glow have been valid and in accordance with the laws of the state of Nevada 2.02 Capital. The authorized capital stock of Glow consists of 300,000,000 shares of Common Stock, $0.001 par value, of which I I shares of Common Stock are issued and outstanding and Fifty Million (50,000,000) shares of Prefbmed Stock, $0.001 par value, of which Ten Million (10,000,000) are designated as Series A Convertible Preferred Stock, all of which are outstanding. Al1 outstanding shares are fully paid and non-assessable, free of liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement. At the Closing, there will be no outstanding subscriptions, options, riglrts, walaants, convertible securities, or other agreernents or commitments obligating Glow to issue or to transfer from treasury any additional shares of its capital stoclq other than the Series A Convertible Preferred Stock. None of the outstanding sharcs of Glow are subject to any stock reshiction agreements. There are approximately 30 shareholders of record of Glow and 2 numerous

12 shareholders that hold shares in a brokerage account (skeet name). All of zuch shmeholders have valid title to such shares and acquired their shares in a lawfirl transaction and in accordance with Nevada corporate law and the applicable securities laws of the United States Subsidiaries. "Subsidiary" or "Subsidiaries" means all corporations, trusts, parherships, associations, joint ventures or other Persons, as defined below, of which a corporation or limited liability company or any other Subsidiary of such corporation or lfunited liability company o\rnn rrot less than trventy per'cent QW ) of the voting securities or other equiry or of which such corporation or limited liability company or any other Subsidiary of such corporation or limited liability company possesses, direcfly or indirectly, the power to direct or cause the direction of the rnanagement and policies, whether through ownership of voting shares, management contracts or otherwise. '?ereon" means any individual, corporation, trust, association" partnership, proprietorship, joint venture or otfter entity. The Company has no subsidiaries Financial Statements. The Company has unaudited financial statements and more recent unaudited financial statements which can be found on otcmarkets.com under the ticker symbol "GLOF'. The Company has supporting documentation for all entries on its unaudited financial statements from July 1,20ll forward, and all financial statements of the Company since that time were prepared in accordance with generally accryted accounting principles (GAAP) Public CompanL Status. The Company is a limited information, public company listed on the OTC Markets, and has been assigned the tading synbol of GLOH. After the Purchase, the Purchaser of the Shares shall file any required filing(s) disclosing the'acquisition of the Shares by the Purchaser ('Dirclosure Documenf) Filinss with Government Agencies. Glow is not a registered company under the Securities Exchange Act of 1934, as amended, (the "Exchange Act'). The Company recently filed alternative public information with OTC Markets with unaudited, financial statements covering the period ended March 31,2A12. Glow has made all filings with the state of Nevada that might be required. Upon &e purchase of the Shares by the Pwchaser, the Purchaser witrl have the firll responsibilif for fitring any and all documents required by the Securities and Exchange Commission" and/or any other government agency that may be required. The Seller will supply the Purchaser with all information that is relevant for the Company. After the Closing, the Purchaser understand that the Seller will have no responsibility whatsoever for any filings made by the Company in the future, either with the SEC, FINRA,, DTC or the State of Nevad4 but agree to cooperate fully with the Purchas r in the event input or infurmation is required frorn the Seller Shell Companv Status. The company is currently considered a "shell company" as such term is defined in Section 405 of the Securities Act of 1933, as amended (the "securities Acf'). 2"08 Lawsuits. The Seller is not aware of any pending, threatened or asserted claims, lawsuits or contingencies involving the Company or its securities. To the best of knowledge of the Sellers, there is no dispute of any kind between Glow and any third party. The Seller aglees to indemnifr the Purchaser against any past liabilities percaining to its conduct of business that should arise within one (1) year of Closing"

13 2.09 Ability to Carr.v Out Obligations. The Seller has the right, power, and authority to enter into, and perform their obligations under this Agreement. The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder will not causo, constitute, or conflict with or result in (a) any breach or violation of any of the provisions of or constifute a default under any license, indenture, mortgage, charter, instrumen! articles of incorporation, bylaws, or other agreement or insfument to which Glow the officers, directors or Sellers are a party, or by which they may be bound, nor will any consents or authorizations of, any prty other than those hereto be required, (b) an event that would cituse GIow (andlor assigns) to be liable to any ptty, or (c) an event that would result in the creation or imposition of any lien" charge, or encumbrance on any asset of Glow or upon the Shares. zja Contracts. Leases and Assets. Glow is not a party to any contract, agreement or lease other than those agreements listed on Schedule 2.12 (unless such contrac! agreement or lease has been assigned to another party or Glow has been released from its obligations therermder). No penion holds a power of attorney from Glow or the Seller Guaranties. The Company has not guaranteed any dividend, obligation or indebtedness of any person or legal entity; nor has any person or legal entity guaranteed any dividend" obligation or indebtedness of the Cocrpany Compliance with Laws. To the best of knowledge of the Seller, Glow has complied in all material respects, witlu and is not in violation of any, federal, state, or local statute, law, and/or regulation pertaining to its corporate organization and its business. To thdbest of the knowledge of the Sello, Glow has complied with all federal and state seourities laws in connection with the offer, sale and distibution of its securities. At the time that Glow sold Sharcs to the Seller, the Company was entitled to use the exemptions provided by the Securities Act relative to the sale of its securities, including, but not limited to, the Shares. The Shares being sold herein are being sold in a private transaction between the Seller and the Purchaser, and the Seller makes no representation as to whether the Shmes are subject to trading restrictions rmder the Securities Act of 1933, as arnended ard rules thereunder Litigation. Glow is not a party to any suit, action, arbitatioru or legal administrative, or other proceeding, or pending govemmental investigation. To the best knowledge of the Seller, there is no basis for any such action or proceeding and no such action or proceeding is threatened against Glow. Glow is not a party to or in default with respect to any order, wri! injrmction, or decree of any federal, state, local" or foreign courto deparfirnent, ag ficy, or inshrmentality Conduct of Business. Prior to the Closing, Glow shall conduct its business in the nonnal course, and shall not (without the prior written approval of Purchaser) (i) sell, pledge, or assign any assets, (ii) amend its Certificate of Incorporation or Bylaws, (iii) declare dividends, or redeen, sell, or issue any stock or other securities (iv) incur any liabilities, excqrt in the normal course of business, (v) acquire or dispose of any assets" enter into any conftac! guarantee obligations of any third party, or (vi) enter into any other transaction Books and Records. Since July l, 2011, the Company has kept its books, records and accounts (including, without limitation" those kept for financial reporting purposes and for tax purposes) in accordarioe with good business practice and in sufficient detail to reflect the transactions and dispositions of their assets, liabilities and equities. The milrute books of the

14 Company contain records of their shareholders' and directors' meetings and of action taken by zuch shareholdqs and directors. The rneetings of directors and shareholdms referred to in such minute books were duly called and held, and the resolutions in such minute books were duly adopted. The signatures appearing on all documents contained in such minute books are the true signatures of the pesons purporting to have signed the same Closine Documents" All articles, bylaws, minutes, consents or other documents pertaining to Glow to be delivered at the Closing shall be valid and in accordance with the laws of Nevada Title. The Seller has good and marketable title to all of the Shares being sold by it to the Purchaser pursuant to this Agreement. The Securities will be, at the Closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind, except for restrictions on transf,er imposed by federal and state securities laws. None of the Secwities are or will be subject to any voting trust or agreement. No permn trolds or has the right to receive any proxy or similar instnrment with respect to such Securities. Except as provided in this Agreement the Seller is not a party to any agreement which offers or grants to any person the right to ptrchase or acquire any of the Securities. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the purchase of the securities by Purchaser (and/or assigns) impair" reshict or delay voting rights with respect to the Sectrrities Transfer of Shares. The Seller agrees to supply all necessary paperwork, including the share certificates representing the Shares and medallion-guaranteed stock powers, or other sufficient fiansfer authorization, to transfer the Shares into the Purchaser's name and to acfually transfer the Shares into tlre Purchaser's name and deliver the physical certificates to the Escrow Agent to be released to the Purchaser at the Closing Representations. All representations shall be true as of the Closing and all such reprcsentations shall survive the Closing. ARTICLE III CLOSING 3.01 Closing for the Purchase of the Shares. The Closing (the "Closing') of this fansaction for the purchase of the Shares will occur when all of the documents and consideration described in 3.02 below, have been delivered, or other arrangements made and agreed to. Unless the Closing of this Eansaction takes place on or before hday 31, 2A12, then either party may terminate this Agreement Documents and Pavments to be Delivered at Closins of the Purchase. As part of the Closing of the purchase of the Shares, the following documents, in form reasonably acceptable to counsel to the Parties, shall be delivered: (a) By the Seller: (i) Certificate of Incorporation and all amendments thereto; (ir) Bylaws and all amendments thereto;

15 (iii) Mindes and Consents of Shareholders; (19 Minutes and Consents ofthe board of directors; (v) List of officers and directors; (vd Evidence of Good Standing with the Secretary of Stare ofnwada; (vii) Current Shareholder list from the Tiansfer Agent; (viii) True and correct copies of all of the business records of Glow including but not limited to correspndence files and agreements ani contacts; (ix) Stock certificates in the rurme of the Purchaser, with restrictive legend representing the Shares; (x) Board of directors resolution appointing a new Chief Executive Officer, Secretary and Treasrrer of the Company as designatd by Purchaser; (xi) Board of directors resolution appointing ndrp director(s) of Glow as designated by the Purchaser; (xii) Board of directors resolution approving the signing of this Agreement by the Cornpany and confirming the representations and warranties of the Company inthis Agreement; and (xiii) Such other documents of Glow as may be reasonably required by Purchasero if available. (b) By Prnchawrs: (i) Wire transfer to The Lebrecht Group, APLC Client Trust Account the amount of $70,105.00, representing the total Purchase Price for the Shareso to the wire instructions provided by the Escrow Agent Conditions Precedmt. This Agreerrent" and the transactions conternplated hereb5 shall be subject to the following conditions precedent: The obligation of the Purchaser to pay the Prnchase Price shall be subject to the fulfillment (or waiver by the Purchaser), at or prior to the Closing or the appticable delivery date thereof, of the following conditions, urhich the Seller and the Company agree to use their best efforts to cause to be tulfilled: (a) Representations. Performance. If the Closing Date is not tlre date hereol the representations and warranties contained in Article 2 hereof shall be true 6 \4\ IKl \-*

16 at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the sarrre effect as though made at and as of the Closing Date, except as affected by the fansactions contemplated hereby; the Sellers and the Company shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or onthe ClosingDate. (b) Ccnsents. Any required consemt to the transactions contemplated by this Agreement shall have been obtained orwaived. (c) Litigation. No suit, action, arbitration or other proceeding or investigation shall be threatened orpending before any court or governmental agency in which it is sougfot to restrain or prohibit or to obtain material damages or other material relief in connection with this Agreement or the consummation of the tansactions contemplated hereby or which is likely to affect materially the value of the Shares orthe Company. (d) Proceedings and Documentation. All corporate and other proceedings of the Company in connection with the transactions contemplated by this Agreemeng and all documents and instruments incident to such corporate proceedings, shall be satisfactory in form and substance to the Purchaser and the Purchaser's counsel, and the Purchaser and the Purchaser's counsel shall have received all such receipts, documents and instuments, or copies thereof, certified if requested, to which the Purchaser is e,ntitled and as may be reasonabtry requested. (e) Prope4v Loss. No portion of Glow's assets shall have been destroyed or damaged or taken by condemnation under circumstances where the loss thereof will not be substantially reimbursed to the Purchaser through the proceeds of applicable insurance or condernnation award. (0 Consents and Approvals. AII material licenses, permits, consents, approvals, authorizations, qualifications and orders of govemmental or regulatory bodies which are (1) necessary to enable the Purchaser to fully operate the business of Glow as contemplated from and after the Closing shall have been obtained and be in full force and effect or (2) necessary for the consurnrnation of the transactions conterrplated hereby, shall have been obtained. Any notices to or consents of any party to any agreement or commihent constituting part of the transactions contemplated hereby, or otherwise required to consummate any such transactions, shall have been delivered or obtained. ARTICLE TV II\TVESTMENT INTENT 4.01 Transfer Resfiictions. The Purchaser (and/or assigns) agrees that the securities being acquired pursuant to this Agreement may be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration ('Transfer") only pursuant to an effective registation statement unde the Securities Act of 1933, as amsrded (the *Acf), or pursuant to an

17 exemption from registration under the Act. 4.A2. Inveshent Intelrt. The Purchaser is acquiring the Shares for their own account for investnent, and not with a view toward distibution thereof No Advertisement. The Purchaser acknowledges that the Shares have been offered to them in direct comnnrnication between thern md Sella, and not through any advertiment of, any kind. 4.A4. Knowledee and Experience. (a) The Purchaser acknowledges that it has been encouraged to seek their own legal and financial counsel to assist them in evaluating this purchase. The Purchaser acknowledges that Seller has grven them and all of their counselors access to all information relating to Glow's business that they or any one of them have requested. The Purchaser acknowledges that it has zufficient business and financial experience" and knowledge concanring the affairs and conditions of Glow so that they can make a reasoned decision as to this purchase of the Shares and are capable of evaluating the merits and risks of this purchase Restrictions on Tramsferabilif. The Pruchasers are aware of the restrictions on transferability of &e Shares alrd further undemtand the certificate representing &ese shares shall bear the foltrowing legend. (a) THIS SECURITY HAS NOT BEEN REGISTERED WfrH TI{E SECURITTES AND EXCHANGE COMMISSION UNDER TTIE SECURITIES ACT OF 1933, AS AMENDED (TTIE UACT"), IN RELIANCE UPON T}IE DGMPTION FROM REGTSTRATTON PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULAfiON D UNDER THE ACT. AS SUCH, TTIE PURCHASE OF THIS SECURITY WAS MADE WITH TTM INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, A}IY SUBSEQIJENT TRANSFER OF THIS SECURITY OR ANY INTEREST T}IEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN DGMPTION FROM REGISTRATION IS AVAILABLE. (b) The Purchaser understands that these Shares may only be disposed of pursuant to either (i) an effective registration statement under the Act, or (ii) an exemption from the registration requirements of the Act. (c) Neither Glow nor the Seller have neither filed such a registration statement with the SEC or any state authorities nor agreed to do so, nor contemplates doing so in the fufirre, and in the absence of such a regishation statement or exemption, the Purchaser may have to hold the Shares indefinitely and may be unable to liquidate them in case of an emergency.

18 ARTICLE V COVENAI\ITSN IF{DEMMFICATION 5.01 To induce the Purchaser to enter into this Agreement and to consummate the hans:rctions contemplated hereby, and without limiting any covenanf agreement, representation or warranty made, the Seller and the Company covenant and agree as follows: (a) Notices and Aorevals. The Cornpany and the Seller agee: (a) to give atrl notices to third parties which may be necessary or deemed desirable by the Purchaser in connection with this Agreement and the consummation of the tansactions contemplated hereby; O) to use their best efforts to obtain all federal and state governmental regulatory agency approvals, consentso permit" authorizations, and orders necessary or deemed desirable by the Purchaser in connection with this Agreement and the consummation of the transactions contemplated hereby; and (c) to use their best efforts to obtain all conse,nts and authorizations of any other third parties necessary or deemed desirable by the Purchaser in connection with this Agreement and the consumnation of the fiansactions contemplated hereby. (b) Inforrration for the Purchaser's Statements and Applications. The Seller and the Company and their employeeso accormtants and attorneys shall cooperate fully with the Purchaser in the preparation of any staterrents or applications made,by the Purchaser or the Company to any federal or state govemmental regulatory agency in connection with this Agreement and the transactions contemplated hereby and to furnish the Purchaser with all information concerring the Company and the Sellers necessary or deemed desirable by the Purchaser for inclusion in zuch stateme,nts and applications, including, without limitation, all requisite financial staternents and schedules. (c) Access to lnformation. The Purchaser, together with his appropriate attomeys, agents and representatives, shall be pemritted to make the full and complete investigation of the Seller and the Company and have full access to all of the books and records of the other during reasonable business hours, Notwittrstanding the foregoing, such pa*ies shall treat all such inforrnation as confidential and shall notdisclose zuch information without the prior consent of the other. ARTICLE YI REMEDIES 6.01 Arbitration. Any controversy or clainr arising out o{ or relating to, this Agreemenl or the making, performance, or interpretation thereo{ shall be settled by arbitation in California in accordance with the Rules of the U.S. Arbitation Association then existing, and judgment on the arbitation award may be entered in any court having jwisdiction over the subject matter of the controversy Termination. In addition to any other remedies, the Ptrrchaser may tenninate this Agreement if at the Closing, the Sellers have failed to comply with all material terms of this Agreement have failed to supply any documents required by this Agreement unless they do not exist, or have failed to disclose any material facts which could have a substantial effect on any part

19 of this kansaction Indemnification. From and after the Closing, the Parties, jointly and severally, agree to indemni& the other against all actual losses, damages and expenses caused bv (D any material breach of this Agreement by them or any material misrepresentation contained herein" or (ii) any misstatement of a maferial fact or omission to state a material fact required to be stated herein or necessry to make the statsnelrts herein not rnisleading Indemnification Non-Exclusive. The foregoing indemnification provision is in addition to, and not derogation of any statutory, equitable or cofilmon law remedy any party may have for breach of representation, warranty, covenant or agreement. ARTICLE vii MISCELI,AIVEOUS 7.01 Captions and Headings. The article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limiq or add to the meaning of any provision of this Agreement 7.4 No Oral Change. This Agreemmt and any provision hereof, may not be waived, changed, modified, or discharged, oralls but only by an agreement in udting signed by both Parties Non Waiver" Except as otherwise express$ provided hereuu no waiver of any covenant, condition" or provision of this Agreernent shall be deemed to have been made unless expressly in writing and signed by the par$ against whonn zuch waiver is charged; and (i) the fhilure of any Parly to insist in any one or more cases upon the performance of any of the provisions, coveoants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the accrytance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any Party of one breach by another Party shall be consfued as a waiver with respect to any other or subsequent breach Time of Essence- Time is of the essence 6f this Agreement and of eaeh and every provision hereof Entire Agreernent. This Agreement, including alry and all attachrnents he.reto, if any, and the EscrowAgreement contain the entire agreerrent and understanding between the Parties, and supersede all prior agreements and understandings Significant Changes The Seller understands that significant changes rnay be made in the capitalization andlor stock oumership of Glow, which changes could involve a forward or revetse stock split and/or the issuance of additional shares, thus possibly having a dramatic negative effect on the percentage of ownership and/or nrmrber of shares owned by present shareholdirs of Glow Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the sarne instrunent. Facsinaile signatures vrill be acceptable to all part' lo rccqlra'rero ail lxrrues' M. -\\ ' \ '

20 7.08 Notices. All noticeso rquestso dernands, and other communications rmder this Agreement shall be in uriting and shall be desned to have ben duly gtven on the date of service if served penonally on the patty to whom notice is to be grrnen, or on the second day if faxed or sent by ovemight mail, and properly addressed or fa,xed as follows: If to the Seller: Sliso'ns Holdings, Inc" 119, Stanford Ct. Irvine 92612,CA usa. Athr: See Kuv Tan Phone: Fan:- com If to the Company: GlowHoldings" Inc. 365 l,lindell Rd.Suite D Las Vegas, Nevada, , USA Aun. See Kuy Tan Phone Fa:<:_ sktan@elowholdines.com withacopyto: If to the Purchaser: The Lebrecht Gro,rp, APLC 9900 Research Drive Irvine, CA Ath. Craig V. Butler, Esq. Phone: (949) A Far (949)635-t2M cbutler@thelebrechtgroup.com Twin Ace Intemational Holdinss Ltd 19. Keppel Road # Jit Poh Building.Singapore Phone: Fan: cheah.daniel@gmail"com ll

21 7"09 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successolis and assigns of each ofthe parties to this Agreernent Effect of Closine. All representations, wananties, covenants, and agreements of the Parties contained in this Agreement or in any instrument, certificate, opinion" or other writing provided for in il shall be true and correct as of the Closing and shall survive the Closing of this Agreenmt. 7.ll Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein Expanres. Except as otherwise speoificaltry prcvided for herein, whether or not the transactions contemplated hereby are consummated" each of the Parties hereto shall bear the cost of all fees and expenses relating to or arising from its compliance with the various provisions of this Agreement and such Party's covenants to be performed hereunder, and except as otherwise specifically provided for herein, each of the Parties hereto agrees to pay all of its own expenses (including, without limitation, attorneys and acceirmtants' fees and printing expenses) incurred in connection with this Agreement the transactions contemplated hereby, the negotiations leading to the sarne and the preparations made for carrying the same into effec! and all such fees and expenses ofthe Parties hereto shall be paid prior to Closing. r 7.13 Finders' and Related Fees. Each of the Parties hereto is responsible for, and shall indennnify the other against, any clairn by any third party to a fee, commission, bonus or other remrmeration arising by reason of any services alleged to have beeir rendered to or at the instance of said Party to this Agreement with respect to this Agreement or to any of the transactions contemplated hereby Governine Law. This Agreement has been negotiated and executed in the State of California and slrall bb construed and enfurced in accordance with the laws of such state Forum. Each of the Parties hereto agrees that any action or suit which may be brought by any Party hereto against any other Party hereto in connection with this Agreement or the transactions contemplated hereby may be brougbt only in a federal or state court in Orange County, California t2

22 IN WITNESS WHEREOF, tfris Agreement has bo n duly orecrred by the Prties as of the dde firstabove writen. "$e{ f' Slisons Holdirys, Ioc. 6rP\rchasert' TwinAce Interndional Holdings Ltd B.V.IBu$iffisCWy anqmda corporetion B)r Chua Ssnb S ng "Compny'' Glow Holdings, Inc., anevadacorporation r3

23 Schedule 2.12 Material Agreements None. t4 M

24 ExhibitA Escrow Agreement l5