10.1 Share Exchange Agreement with Xxxxxx Xxxxxxxx, Inc.
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT made as of the 17 th day of November, 2005, by and
between:
ISLAND RESIDENCES CLUB, INC. with an address at Xxx 0000, Xxxxxxxxxxxx,
Xxxxxxxx, XXX ("IRCI"); and
XXXXXX XXXXXXXX, INC., with an address at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxx Xxxxxxxx, 00000, ("AWI").
W I T N E S S E T H:
WHEREAS, IRCI is a Delaware corporation, which has authorized capital stock of
100,000,000 shares of common stock at $.0001 par value ("Shares"), and of those
there are currently issued 12,812,000 shares;
WHEREAS, AWI is a North Carolina corporation, which is the owner of shares in
Grand Sierra Resorts Corp., a Nevada corporation, ("GSR");
WHEREAS, IRCI desires to exchange shares in IRCI with AWI in exchange for shares
that AWI owns in GSR upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained in this Agreement, and in order to consummate the
exchange of the shares, it is hereby agreed, as follows:
1.0 Transfer of Shares. IRCI authorizes and issues 1,600,000 of its common
--------------------
shares to AWI in exchange for the transfer by AWI of 400,000 shares of GSR to
IRCI, representing approximately .5% (approximately 1/2 of 1%) interest in GSR.
1.1 Closing. The Closing of the exchange of these shares shall take place
------- upon three (3) days prior notice given by either party to the
other. At the Closing, IRCI shall deliver to AWI fully paid for and
non-assessable certificates for the 1,600,000 shares of IRCI stock duly
issued by IRCI in the name of AWI and AWI shall deliver to IRCI duly paid
for and non-assessable certificate(s) for the 400,000 shares of GSR stock
duly and properly endorsed for transfer to IRCI.
1.2 Option. Subject to exact terms and conditions to be agreed upon by IRCI
------ and AWI and to be set out in additional agreements (the "Additional
Agreements") to be entered into by and between IRCI, AWI and GSR, AWI in
consideration for the exchange of the shares as agreed to above, hereby
gives and grants unto IRCI the right and option to acquire from AWI
additional shares in GSR which together with the above shares will
represent up to 51% of the total outstanding shares of GSR. This option is
subject to the party's successful negotiation and execution of the
Additional Agreements, on or before December 1, 2005, and if for any reason
or no reason the parties fail to successfully negotiate and execute the
Additional Agreements, on or before December 1, 2005, then this Option will
expire on December 1, 2005.
2.0 Representations and Warranties of IRCI. IRCI hereby represents and warrants
--------------------------------------
to AWI that:
2.1 Authority. IRCI has the power and authority to execute and deliver
--------- this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered, and constitutes a valid and binding
instrument, enforceable in accordance with its terms.
2.2 Compliance with Other Instruments. The execution, delivery and
------------------------------------ performance of this Agreement is in
compliance with and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which IRCI is a party
or by which IRCI is bound.
2.3 Shares in IRCI. The shares to be issued to AWI by IRCI shall be fully paid,
-------------- non-assessable shares. IRCI shall take all corporate action
necessary for the issuance of the shares to be legally valid and
irrevocable, including obtaining the prior approval of the Board of
Directors. IRCI is the legal and beneficial owner of its shares and has
good and marketable title thereto, free and clear of any liens, claims,
rights and encumbrances.
3.0 Representations and Warranties of AWI. AWI hereby unconditionally represents
-------------------------------------
and warrants to IRCI that:
3.1 Authority. AWI has the power and authority to execute and deliver this
--------- Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed
and delivered by AWI and constitutes a valid and binding instrument,
enforceable in accordance with its terms.
3.2 Title to AWI'S shares in GSR. AWI is the legal and beneficial owner of
---------------------------- the shares of GSR, and has good and marketable
title thereto, free and clear of any liens, claims, rights and
encumbrances. AWI has the right to transfer the shares to IRCI pursuant to
the terms of this agreement.
3.3 Compliance with Other Instruments. The execution, delivery and
------------------------------------ performance of this Agreement is in
compliance with and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which AWI is a party or
by which AWI is bound.
3.4 Rule 144 Restriction. IRCI hereby agrees that such shares are
---------------------- restricted pursuant to Rule 144 and therefore
subject to Rule 144 resale requirements, as applicable.
4.0 Notices. Notice shall be given by certified mail, return receipt requested,
-------
the date of notice being deemed the date of postmarking. Notice, unless either
party has notified the other of an alternative address as provided hereunder,
shall be sent to the address as set forth hereinabove.
5.0 Governing Law. This Agreement shall be interpreted and governed in
--------------
accordance with the laws of the State of Delaware.
6.0 Severability. In the event that any term, covenant, condition, or other
------------
provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any such
term, covenant, condition, provision or Agreement shall in no way affect any
other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
7.0 Entire Agreement. This Agreement contains all of the terms agreed upon by
-----------------
the parties with respect to the subject matter hereof. This Agreement has been
entered into after full investigation.
8.0 Invalidity. If any paragraph of this Agreement shall be held or declared to
----------
be void, invalid or illegal, for any reason, by any court of competent
jurisdiction, such provision shall be ineffective but shall not in any way
invalidate or effect any other clause, Paragraph, section or part of this
Agreement.
9.0 Gender and Number. Words importing a particular gender mean and include the
-----------------
other gender and words importing a singular number mean and include the plural
number and vice versa, unless the context clearly indicated to the contrary.
10.0 Amendments. No amendments or additions to this Agreement shall be binding
----------
unless in writing, signed by both parties, except as herein otherwise provided.
11.0 No Assignments. Neither party may assign nor delegate any of its rights or
--------------
obligations hereunder without first obtaining the written consent of the other
party.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
signed this Agreement by their duly authorized officers the day and year first
above written.
ISLAND RESIDENCES CLUBS, INC
By: /s/Xxx Bratajaya
------------------
Name: Xxx Bratajaya
Title: Director
XXXXXX XXXXXXXX, INC.
By: /s/Xxxxxx Xxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxx
Title: Director
PROXY
The undersigned Island Residences Club, Inc. hereby irrevocably appoints Xxxxxx
Xxxxxxxx, Inc. or any designee of its choice, as the attorneys and proxies of
the undersigned, with full power of substitution, to vote in such manner as each
attorney and proxy or his substitute shall in his sole discretion deem proper,
and otherwise act with respect to the 400,000 shares of Grand Sierra Resorts
Corp. that Island Residences Club, Inc. owns in Grand Sierra Resorts Corp. The
said attorney and proxy with respect to such Shares shall be entitled to vote at
any meeting (whether annual or special and whether or not an adjourned meeting)
all of such shares as it in its sole discretion deems advisable for any and all
such matters as may come before any meeting of shareholders, whether for the
election of Directors or otherwise. This proxy is irrevocable for a period of
one year from the date of execution below, but will expire on the date one year
from the date below. All authority herein conferred or agreed to be conferred
shall survive the merger, dissolution, or reorganization of the undersigned and
any obligations of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
Island Residences Club, Inc
By: /s/Xxx Bratajaya
Date 11/17/05
--------
400,000 shares of the Common Stock of Grand Sierra Resort Corp.
