Reservation Agreement (“Agreement”)

Reservation Agreement (“Agreement”)

THE UNDERSIGNED (A) and (B), collectively referred to as “the Parties”:

A.

Cay Bay Development NV, a limited liability company registered in Sint Maarten, using as its mailing address Aquamarina Xxxx X00, Xxxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Dutch Caribbean; hereinafter referred to as: "Lessor”, and

B.

Blue Water Bar & Grill NV, a limited liability company registered in Sint Maarten, using as its mailing address Xxxxx Xxxxx 00, Xxxxxxx Xxx, Xxxx Xxxxxxx, Dutch Caribbean; hereinafter referred to as: "Lessee”;

WHEREAS:

a)

Lessor owns the private long-lease (the “Developer Long Lease”) of approximately 147 acres of ocean-front land on Sint Maarten, Dutch Caribbean; described in Certificates of Admeasurement 132/1971 and 114/1978 (the “Land”), pursuant to a deed of long lease until January 16, 2088 with an option to extend until January 16, 2139 (the “Long Lease Deed”);

b)

Lessor intends to lease certain portions of the Land;

c)

Lessee desires to lease a portion of the Land as described here following;

HEREBY AGREE AS FOLLOWS:

1.

The Property; Reservation Period

1.1

Lessor herewith agrees to exclusively reserve for Lessee for a period of no more than two (2) months from the date of this Reservation Agreement (the “Reservation Period”) the right to lease a portion of the Land known as Lot # L04, measuring approximately 1,552 Square Meters; hereinafter referred to as the “Lot” as further described in Appendix A (“Property Description”).

1.2

Unless agreed to otherwise in writing by the Parties, Lessor and Lessee before the expiration of the Reservation Period will enter into a Lease Agreement for the lease of the Lot. Upon expiration of the Reservation Period without Parties having entered into a Lease Agreement, neither Lessor nor Lessee shall have any further rights related to this Agreement.

2.

Assignment

This Reservation Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective heirs and successors. The Lessee shall not assign any right under this Reservation Agreement without the prior written consent of the Lessor, which consent shall not unreasonably be withheld.

3.

Domicile

Parties choose domicile at each of their respective addresses as set forth on the first page of this Reservation Agreement.

4.

Applicable Law and Jurisdiction

This Reservation Agreement is governed by Sint Maarten law and the competent courts in Sint Maarten, Dutch Caribbean, will have exclusive jurisdiction with regard to any and all disputes between the Parties arising from this Reservation Agreement.

5.

Miscellaneous

5.1

This Agreement contains the entire agreement of the parties with respect to its subject Matter   and all prior negotiations, discussions; representations, agreements, and understanding heretofore had between the parties with respect thereto are merged herein. No provision of this Agreement shall be deemed to have been waived by any party unless such waiver is in writing and signed by the party against whom such waiver is asserted and any such waiver shall be effective only for the specific purpose and in the specific instance in which given. The failure of either party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Agreement including, but not limited  to,  any  covenant  or  condition contained in any  Appendix  hereto,  shall  not  be construed as a waiver or relinquishment for the performance of such obligations, and the same shall continue and remain in full force and effect.

5.2

This Agreement may be executed in counterparts, each of which, when taken together, shall be deemed to be an original, and all of which, when taken together shall be deemed to

be one and the same instrument.

5.3

If any of the provisions of this Agreement or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

5.4

This Agreement shall be construed without any presumption or other rule requiring interpretation against the party causing this Agreement to be drafted.

5.5

Any Appendix annexed to this Agreement shall be deemed part of this Agreement with the same force and effect as if each such Appendix was a numbered article in this Agreement.

5.6

Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served, sent by facsimile to compatible equipment or sent by overnight courier and shall be deemed given: (i) if served in person, when

served; (ii) if sent by facsimile (provided that such facsimile transmission is confirmed by telephone or a statement generated by the transmitting machine, and further provided that

a copy of the notice, demand or other communication is also sent by overnight courier) upon completion of transmission, or if transmission is completed after 6:00 p.m. Eastern

Time or on a day other than a business day, on the next succeeding business day; and (iii) if by overnight courier, on first business day after delivery to courier, addressed as follows:

Notices to Lessor:

Cay Bay Development NV, c/o EMG,

00 Xxxxxx Xxxxxx - Xxxxx 000, Xxx Xxxxxxxxx, XX 00000, XXX

With cc to:

Cay Bay Development NV

Aquamarina Xxxx X00, Xxxxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Dutch Caribbean

Notices to Lessee:

Blue Water Bar & Grill NV Xxxxxx Xxxxx Sittra

Pelican Key, Sint Maarten, Dutch Caribbean

With cc to:

Xxxxxx Xxxxx Sittra

0000 Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx 00, Xxxxx, Xxxxxxx, XXX

or to any other party or any other address as any of the foregoing parties may indicate by notice to the other party made in accordance with the terms of this Section.

Reservation Agreement – Lot L04

Thus agreed by the Parties on  June 16, 2014

By Lessor:

By Lessee:

Cay Bay Development NV

Blue Water Bay & Grill NV

/s/ Xxxxx X. Xxxxx

/s/ X. Xxxxx Sitra

Xxxxx X. Xxxxx

Xxxxxx Xxxxx Sitra

Managing Director

Managing Director

APPENDIX A – Lot L04 –- Property Description