NATURAL BLUE RESOURCES, INC. Acquisition Agreement
Exhibit 10.3
Acquisition
Agreement
Date:
October 26, 2009
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The
Project:
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Enso
Steel Company LLC, and DK Steel,
Inc
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Dear
Messrs. Xxx & Xxxx,
This
will confirm your agreement and the agreement of your respective Companies “ENSO
STEEL COMPANY, LLC” And DK Steel, Inc herein referred to as (the “Companies”)
jointly and severally, to sell all rights and business opportunities relating to
the steel business generally described in exhibit “A” (the “Business”) attached
hereto and incorporated herein by this reference, to Natural Blue Solutions,
Inc. or its assigns, herein referred to as (the “Firm”). The Companies and the
Firm hereby agree to prepare, negotiate and finalize all documents needed to
finalize the acquisition of the Business (the “Acquisition”); however in the
absence of any further documentation this agreement and the terms and conditions
herein shall be binding.
The
Companies grants the following rights and makes certain representations to the
Firm, acknowledging that the Firm will rely on these representations in
attempting to finalize the Acquisition.
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1.
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GRANT
OF RIGHTS: The
Companies hereby grants the Firm the exclusive rights to the
Business and the Firm hereby agree to exercise its best efforts to
finalize the Acquisition of the Business. The Companies shall cooperate
fully with the Firm in the preparation and processing of the necessary
documents. Without limiting the generality of the foregoing,
the Companies shall promptly submit to the Firm copies of any and all
documents, information and exhibits requested by the Firm or required by
any Companies contact and used in conjunction for processing of the
Acquisition. The Companies shall make its representatives
available for meetings and consultations with the Firm and/or clients as
reasonably required by the Firm.
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2.
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DUTIES,
PAYMENT AND BONUSES: Xx. Xxx and Xx. Xxxx shall operate
the day to day business of the Business. Within five (5) business days
following the mutual signing of this Agreement Xx. Xxxx and Xx. Xxx shall
begin to organize the Business as described in Exhibit “A” and the Firm
shall pay to Xx. Xxxx and Xx. Xxx each first month fee of $7,500.00 to be
used as Xx. Xxxx’x and Xx. Xxx’x first month compensation and to provide
him with initial travel and other organizational expense funding.
Thereafter, for as long as the Companies and Xx. Xxxx are operating the
Business, and the Firm elects to remain in the Business Xx. Xxxx and Xx.
Xxx shall each receive a monthly draw of $7500.00 or 10% of the net
operating profits after taxes and before depreciation, which ever is
greater.
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Also the
Firm shall issue up to a total of 1,600,000.00 shares of Natural Blue Resources
restricted public stock (OTC BB: NTUR), (the “Shares”) as follows:
For a
period of 16 months following the date of this agreement, the Firm
shall issue to Xx. Xxxx and Xx. Xxx each Fifty Thousand
(50,000) Shares per month, PROVIDING THAT a.) That the profit as outlined in
exhibit “B” and incorporated herein by this reference, is achieved, plus or
minus a 30% difference in Net Profits, (the “Bonus”) and b.) Xx. Xxxx and Xx.
Xxx continue to run the Business.
The
Business is hereby authorized to proceed as outlined in “Exhibit “B”. Any
additions or substantial changes must be pre-approved by the Firm in writing.
The Firm shall have the right, but not the obligation to advance any additional
costs and expenses, in which event the Business shall reimburse the Firm prior
to any Bonus being paid to Xx. Xxxx. The firm may at anytime elect to terminate
the Business in its sole and absolute discretion.
| 3. | EXCLUSIVITY The Companies hereby grants to the Firm the exclusive right to participate in any and all related businesses and opportunities of the Business. |
| 4. | OTHER AGREEMENTS AND REPRESENTATIONS |
| 4.1. All information provided to the Firm by the Companies is and shall be truthful, accurate and complete, and contain no material misrepresentations; | |
| 4.2. The Firm shall not be liable for any actions or omissions of any third party, nor for any damages sustained by the Companies as a result thereof | |
| 4.3. Non Circumvent - In the event that Companies, or any Companies or entity affiliated with Companies or in which the Companies or its officers is a principal or officer, obtains or procures, either directly or indirectly or through an agent, any related business or financing or investment or monies from any Lender or investor to which the Firm has introduced the Companies or otherwise made known to the Companies by the Firm, in connection with any project or property, the Companies agrees to adhere to the same structure as outlined in paragraph 1 above. | |
| 4.4. It is the purpose and intent of this Agreement that the Companies designate the Firm as the Companies’ exclusive partner in the Business for the sole, express and specific purpose of securing the financing for the Business and the remuneration as described in paragraph 1. The Companies shall in no way impede the ability of the Firm to finalize and conclude the Transaction. |
4.5. The
Companies hereby expressly authorizes the Firm and its employees to contact the
Companies’ attorney, accountant and any other agents of the Companies in
connection with the Firm’s assistance of the Companies’
Transaction. The Companies expressly authorizes the Firm to make any
and all credit inquiries of the Companies and its principals as the Firm in its
discretion deems appropriate and to repeat said information to appropriate
financing sources;
4.6. If
the Firm is required to seek collection of the compensation from the Companies,
then the Companies shall be obligated to reimburse the Firm for all costs of
collection including reasonable attorney’s fees, and interest at 18%
annually. The laws of the State of Florida apply to this
contract.
If
the foregoing correctly sets forth our agreement, please so indicate by
executing this letter in the space provided below, and return by courier to the
address below.
Sincerely,
/S/
Xxxxx
Xxxxx
Chairman
Accepted
and Agreed to:
By: /S/
Date: October 26,
2009
Signature
of Authorized Representative
Xxxxxxx Xxx for DK Steel
Inc
Printed
Name
00000 Xxxxxxx Xxxx
#X
Xxxxxxx
Xxxxx Xx Xxxxxxx, XX
00000
By: /S/ Date:
October 26,
2009
Signature
of Authorized Representative
Xxxxxx Hunt_for ENSO Steel
LLC
Printed
Name
00000 X. Xxxx Xxx
Xxxxxx
Address
Xxxxxxxxxx, XX 00000
EXIBIT
“A”
All
contracts for Purchase and or sale of Steel shall be listed here along with any
misc FFE of each business.
Contracts
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1.
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Purchase
contract with Demolition Ѐcologie,
LLC, 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx, 00000 for purchase of the
steel to resell to China Well.
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2.
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Sales
contract with China Well Co. Ltd,
Hong Kong, SAR for USVI unprepared
steel.
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3.
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Purchase contract
with United Recycling Company, LLC, 000 Xxxxx Xxxxxx Xxxxx 000, Xxx
Xxxxxxx, XX 00000 for purchase of
steel to resell to HS
International.
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4.
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Pending
sales contract from HS International Trading Ltd. 305-313 Queen’s Road,
Central, H.K for New Orleans steel.
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5.
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Ongoing
sales contract from Dongkuk Steel Mill Co. Ltd., Union Steel Bldg., 890
Daechi Dong, Gangnam-Gu, Seoul,
Korea.
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6.
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Ongoing
sales contract from Shougang Huaxia International Trading Company Ltd.,
Xx. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxx.
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7.
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Purchase
contract with Orgakom Xxxxxxx XXXX, Xx Xxxxxxxxxxx 00-00, 00000 Xxxxxxxxx,
Xxxxxxx for
purchase of steel to resell to Dongkuk
Steel.
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Furniture, Fixtures and
Equipment
ENSO
Steel Company LLC and DK Steel Inc.
00000
Xxxxxxx Xxxx #X
Xxxxx Xx
Xxxxxxx, XX 00000
1. Desk
Top Computers: 8
2. Laptop
Computers: 2
3.
Telephone sets with intercom: 10
4. Copy
machines: 2
5. Fax
machines: 2
6. Desks:
12
7. Sofa
& table: 1
8. Large
size color printer and copier: 1
9.
Telephone lines: 3
10. Fax
line: 1
Work in
progress
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1.
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Companies
are currently completing a contract with HS International for shipment of
steel from New Orleans. The steel is being processed and loaded
for shipment. The contract will be completed and by November 1,
2009.
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2.
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Steel
from the US Virgin Islands is being prepared for shipment to China and
Korea. Companies expect to have this in place within 30
days.
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3.
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Several
purchase and sales contracts are pending for sales of steel from Puerto
Rico, Alaska, Germany and Canada for resale to China and Korea. Companies
expect to have these in place within 60
days.
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