SHARE EXCHANGE AGREEMENT dated April _28___ 2010, by and among Zoom Technologies, Inc., Nollec Wireless Co., Ltd , SILVER TECH ENTERPRISES LIMITED, KEY NETWORK HOLDINGS LIMITED BETTER DAY FINANCE LIMITED Ever Elite Corporation LimitedShare Exchange Agreement • April 30th, 2010 • Zoom Technologies Inc • Telephone & telegraph apparatus
We are qualified lawyers in the People's Republic of China (which, for the purpose of this legal opinion, does not include the laws of Taiwan, Hong Kong SAR and/or Macao SAR) . We have been requested by Silver Tech Enterprises Limited, a company organized under the laws of the British Virgin Islands (the "Company") to render this opinion in connection with the sale of all the Shares of the Company pursuant to the terms and conditions of that certain Share Exchange Agreement, dated [execution date of the Share Exchange Agreement], by and among the Company, Zoom Technologies, Inc., a company listed at Nasdaq Stock Exchange (the "Stock Exchange") (the "Transaction").
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • April 30th, 2010 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
This LOCK-UP AND VOTING AGREEMENT (this "Agreement") is dated as of April_28, 2010, by and between the undersigned holder, Key Network Holdings Limited, a company incorporated under the law of the British Virgin Island with Certificate of Incorporation registration No. of 664712 (the "KNH"), of Shares (as defined below) and Zoom Technologies, Inc., a Delaware corporation ("Zoom"). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Share Exchange Agreement (as defined below).
