Asia8, Inc. Watch

from 8-K 13 pages Share Exchange Agreement This Share Exchange Agreement (This “Agreement”) Is Effective May 16, 2012, by and Between Asia8, Inc., a Nevada Corporation With Its Corporate Office at 700 Lavaca St., Suite 1400, Austin, Texas, U.S.A. (“Company”), and Emerging Market Property Advisors, Ltd., a Corporation Organized Under the Laws of the United Kingdom With Its Registered Office at 6 Arundel Road, Cheam, Sutton, Surrey, Sm2 7ad, U.K. (“Emp”), and the Shareholders of Emp (The “Shareholders”). Recitals Whereas, the Shareholders Own Two (2) Shares of Emp, Par Value 1 Pound Sterling Each, Which Shares Constitute 100% of the Issued and Outstanding Shares and 100% of the Ownership of Emp (The “Emp Shares”); and Whereas, the Company Desires to Acquire From the Shareholders, and the Shareholders Desire to Transfer to the Company, the Emp Shares in Exchange for Approximately Thirty-One Million, Seven- Hundred and Forty-Two Thousand, Thirty-Seven (31,742,037) Shares of $0.001 Par Value Common Stock of the Company (The “Company Shares”). Agreements Now, Therefore, in Consideration of the Premises, the Mutual Promises and Covenants Set Forth in This Agreement, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Agree as Follows: Article 1 Share Exchange

from 8-K ~5 pages Purchase Agreement

from 8-K ~10 pages Assignment Agreement Parties

from 8-K ~5 pages Purchase Agreement

from 8-K ~5 pages Purchase Agreement