EXHIBIT 10.1
Resolution and Share Purchase Agreement between Marine Exploration, Inc.
and Marine Exploration International, Inc
Marine Exploration, Inc.
000 00xx Xxxxxx Xxxxx 000
Xxxxxx, XX 00000
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MINUTES AND RESOLUTION
In a meeting called this 11th day of May 2007 by the sole officer and
director of the company, it is RESOLVED THAT:
Pursuant to the SHARE PURCHASE AGREEMENT BETWEEN MARINE EXPLORATION, INC
and MARINE EXPLORATION INTERNATIONAL, INC, it is hereby RESOLVED that the
company will order X-Clearing Corporation, its transfer agent, to issue
100,100,000 restricted, Rule 144 shares as follows, and hold for pickup:
100,000 shares to:
MTG Financial Services LLC
0000 Xxxx Xxxxxx #000
Xxxxxx XX 00000-0000
EIN 00-0000000
25,000,000 shares to:
Technology Partners, LLC
000 00xx Xxxxxx Xxxxx 000
Xxxxxx, XX 00000
25,000,000 shares to:
Hoss Capital LLC
0000 X. Xxxxxx Xxxxxx Xxxxx 000
Xxxxx, XX 00000
25,000,000 shares to:
Xxxxxxx Family Trust
0000 Xxxxx Xxxxxx
Xxxxxx, XX 00000
25,000,000 shares to:
Xxxxxxx Family Trust
XX Xxx 000
Xxxxxxxx, XX 00000
Respectfully,
Xxxxxx Xxxxxx Xxxxxxxx
President and Secretary
THESE SHARES ARE OFFERED PURSUANT TO AN EXEMPTION WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION. THE COMMISSION DOES NOT PASS UPON THE MERITS
OF ANY SECURITIES NOR DOES IT PASS ON THE ACCURACY OR COMPLETENESS OF ANY
PRIVATE PLACEMENT MEMORANDUM OR OTHER SELLING LITERATURE.
SHARE PURCHASE AGREEMENT BETWEEN MARINE EXPLORATION, INC. AND THE MARINE
EXPLORATION INTERNATIONAL, INC.
THIS AGREEMENT made this 11th day of May, 2007, by and among MARINE
EXPLORATION INC, a Publicly Traded Colorado corporation, ("Public Company"), and
Marine Exploration International, Inc., a Nevada Corporation ("Private
Company"), whose name appears on Schedule A to this Agreement and who own 100%
of the outstanding shares of the Private Company.
RECITALS
WHEREAS, PUBLIC COMPANY a public, non-reporting company whose purpose
is to seek a business to merge with or acquire an operating business has
identified and desires to acquire 100% of the total outstanding capital stock of
PRIVATE COMPANY from Private Company; and
WHEREAS, PUBLIC COMPANY desires to acquire shares of common stock of
PRIVATE COMPANY in exchange for 100,000,000 unissued shares of the common stock
of PUBLIC COMPANY (the "PUBLIC COMPANY Common Stock" or "PUBLIC COMPANY
Shares"); and
WHEREAS, Private Company desires to exchange the Private Common Stock
for the PUBLIC COMPANY Shares in the amounts shown on Schedule A of this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, the parties hereto intending to be legally
bound hereby, agree as follows:
ARTICLE 1
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EXCHANGE OF SECURITIES
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1.1 Issuance of Shares. Subject to all of the terms and conditions of
this Agreement, PUBLIC COMPANY agrees to exchange the PUBLIC COMPANY Common
Stock in exchange for the outstanding common shares of PRIVATE COMPANY (the
"PRIVATE COMPANY Common Stock") in the amounts shown on Schedule A to this
Agreement.
1.2 Transfer of Shares. Subject to all of the terms and conditions of
this Agreement, Private Company agrees to transfer to PUBLIC COMPANY all of its
ownership in the PRIVATE COMPANY Common Stock.
1.3 Exemption from Registration; Reorganization. The parties hereto
intend that the PUBLIC COMPANY Common Stock to be issued to Private Company
shall be exempt from the registration requirements of the Securities Act of
1933, as amended (the "Act"), and pursuant to applicable state statutes. The
parties hereto expect this transaction to qualify as a tax-free reorganization
under Sections 368 (a)(1)(A) and 368 (a)(2)(E) of the Internal Revenue Code of
1986, as amended (the "Code") but no IRS ruling or opinion of counsel is being
sought in connection therewith and such ruling or opinion is not a condition to
closing the transactions herein contemplated.
ARTICLE 2
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REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY, INC.
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PRIVATE COMPANY represents and warrants to PUBLIC COMPANY that:
2.1 Organization. PRIVATE COMPANY is a corporation duly organized,
validly existing, and in good standing under the laws of Nevada, has all
necessary corporate powers to own its properties and to carry on its business as
now owned and operated by it, and is duly qualified to do business and is in
good standing in each of the states and other jurisdictions where its business
requires qualification.
2.2 Compliance with Laws. PRIVATE COMPANY has substantially complied
with, and is not in violation of, all applicable federal, state or local
statutes, laws and regulations, including, without limitation, any applicable
building, zoning, environmental, employment or other law, ordinance or
regulation affecting its properties, products or the operation of its business
except where such non-compliance would not have a materially adverse effect on
the business or financial condition of PUBLIC COMPANY. PRIVATE COMPANY has all
licenses and permits required to conduct its business as now being conducted.
2.3 Litigation. PRIVATE COMPANY is not a party to any suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation pending or, to the best knowledge of PRIVATE COMPANY, threatened
against or affecting PRIVATE COMPANY or its business, assets or financial
condition, except for matters which would not have a material affect on PRIVATE
COMPANY or its properties. PRIVATE COMPANY is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it. PRIVATE COMPANY is not
engaged in any lawsuits to recover any material amount of monies due to it.
ARTICLE 3
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REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY
------------------------------------------------
PUBLIC COMPANY represents and warrants to PRIVATE COMPANY and Private
Company that:
3.1 Organization. PUBLIC COMPANY is a corporation duly organized,
validly existing, and in good standing under the laws of Colorado, has all
necessary corporate powers to own its properties and to carry on its business as
now owned and operated, and duly qualified to do business in each of such states
and other jurisdictions where its business requires such qualification.
3.2 Capital. Following the Closing the authorized capital stock of
PUBLIC COMPANY will consist of 500,000,000 shares of $.001 par value Common
Stock of which approximately 100,065,000 shares of PUBLIC COMPANY Common Stock
will be issued and outstanding. All of the issued and outstanding shares will be
duly and validly issued, fully paid and nonassessable. There are no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating PUBLIC COMPANY to issue or to transfer from
its treasury any additional shares of its capital stock of any class or to
repurchase any such shares.
3.3 Business. Following the closing, the only business and operations
of PUBLIC COMPANY shall be that conducted by PRIVATE COMPANY, which shall merge
with PUBLIC COMPANY, which will be the surviving entity.
3.4 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein,
Shareholder shall have the opportunity to meet with PUBLIC COMPANY'S accountants
to discuss the financial condition of PUBLIC COMPANY. PUBLIC COMPANY shall make
available to Private Company all books and records of PUBLIC COMPANY.
3.5 Compliance with Laws. PUBLIC COMPANY has complied with, and is not
in violation of, all applicable federal, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning,
environmental or other law, ordinance, or regulation) affecting its properties
or the operation of its business, except where non-compliance would not have a
materially adverse effect on the business or operations of PUBLIC COMPANY.
3.6 Litigation. PUBLIC COMPANY is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge and belief of PUBLIC COMPANY,
threatened against or affecting PUBLIC COMPANY or its business, assets, or
financial condition.
3.7 Authority. The Board of Directors of PUBLIC COMPANY has authorized
the execution of this Agreement and the transactions contemplated herein, is
enforceable in accordance with its terms and conditions, except as may be
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally.
3.8 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by PUBLIC COMPANY and the performance by PUBLIC COMPANY will not
conflict with or result in (a) any material breach or violation of any of the
provisions of or constitute a default under any license, indenture, mortgage,
charter, instrument, certificate of incorporation, bylaw, or other agreement or
instrument to which PUBLIC COMPANY is a party, or by which it may be bound, nor
will any consents or authorizations of any party other than those hereto be
required, (b) an event that would permit any party to any material agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness or
other obligation of PUBLIC COMPANY, or (c) an event that would result in the
creation or imposition of any material lien, charge, or encumbrance on any asset
of PUBLIC COMPANY.
3.9 National Quotation Bureau Pink Sheet Listing. PUBLIC COMPANY is
currently listed on the National Quotation Bureau Pink Sheets Board (although
such symbol will soon be amended pursuant to PUBLIC COMPANY' recent name change)
with the following symbol:
MEXP
ARTICLE 4
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS OF PRIVATE COMPANY
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4.1 Share Ownership. Shareholder holds the PRIVATE COMPANY Common Stock
in the amounts shown on Schedule A to this Agreement. Such shares are owned of
record, and such shares are not subject to any lien, encumbrance or pledge. Each
shareholder has the authority to exchange such shares pursuant to this
Agreement.
4.2 Investment Intent. Shareholder understand and acknowledge that the
PUBLIC COMPANY Common Stock is being offered for exchange in reliance upon the
exemption provided in Section 4(2) of the Securities Act of 1933 (the
"Securities Act") for non-public offerings; and each Shareholder makes the
following representations and warranties with the intent that the same may be
relied upon in determining the suitability of each Shareholder as a purchaser of
securities.
(a) The PUBLIC COMPANY Shares are being acquired solely for
the account of each Shareholder, for investment purposes only, and not with a
view to, or for sale in connection with, any distribution thereof and with no
present intention of distributing or reselling any part of the PUBLIC COMPANY
Shares.
(b) Each Shareholder agrees not to dispose of his PUBLIC
COMPANY Shares or any portion thereof unless and until counsel for PUBLIC
COMPANY shall have determined that the intended disposition is permissible and
does not violate the Securities Act of 1933 (the "1933 Act") or any applicable
state securities laws, or the rules and regulations thereunder.
(c) Shareholder acknowledges that PUBLIC COMPANY has made all
documentation pertaining to all aspects of PUBLIC COMPANY and the transaction
herein available to him/her and to his/her qualified representative(s), if any,
and has offered such person or persons an opportunity to discuss PUBLIC COMPANY
and the transaction herein with the officers of PUBLIC COMPANY.
4.3 Indemnification. Shareholder recognizes that the offer of PUBLIC
COMPANY Shares to him/her is based upon his/her representations and warranties
set forth and contained herein and hereby agrees to indemnify and hold harmless
PUBLIC COMPANY against all liability, costs or expenses (including reasonable
attorney's fees) arising as a result of any misrepresentations made herein by
such Shareholder.
4.5 Restrictive Legend. Shareholder agrees that the certificates
evidencing the PUBLIC COMPANY Shares acquired pursuant to this Agreement will
have a legend placed thereon which will restrict the sale of said shares for
times and upon conditions that are subject to federal and state securities laws.
ARTICLE 5
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PRE-CLOSING COVENANTS
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5.1 Investigative Rights. From the date of this Agreement each party
shall provide to the other party, and such other party's counsels, accountants,
auditors, and other authorized representatives, full access during normal
business hours to all of PRIVATE COMPANY's and PUBLIC COMPANY's properties,
books, contracts, commitments, and records for the purpose of examining the
same. Each party shall furnish the other party with all information concerning
PRIVATE COMPANY's and PUBLIC COMPANY's affairs as the other party may reasonably
request.
5.2 Conduct of Business. Prior to the Closing, PRIVATE COMPANY and
PUBLIC COMPANY shall each conduct its business in the normal course, and shall
not sell, pledge, or assign any assets, without the prior written approval of
the other party, except in the regular course of business. Neither PRIVATE
COMPANY or PUBLIC COMPANY shall amend its Articles of Incorporation or Bylaws,
declare dividends, redeem or sell stock or other securities, incur additional or
newly-funded liabilities, acquire or dispose of fixed assets, change employment
terms, enter into any material or long-term contract, guarantee obligations of
any third party, settle or discharge any balance sheet receivable for less than
its stated amount, pay more on any liability than its stated amount, or enter
into any other transaction other than in the regular course of business.
ARTICLE 6
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POST-CLOSING COVENANTS
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6.1 Following the Closing herein:
(a) Prompt registration of Transfer. PUBLIC COMPANY shall
register transfer of the common stock of PUBLIC COMPANY within three (3)
business days after receipt of proper documentation for such transfer request.
Restricted securities shall be transferred without restrictive legend if
supported by an opinion of counsel to Private Company to which PUBLIC COMPANY's
counsel has no reasonable objection.
(b) Additional Financing. PUBLIC COMPANY will use its best
efforts to acquire additional funding in order to proceed with its business
plan. PUBLIC COMPANY will be solely responsible for such funding.
(c) Delivery of Shares. Shareholder will deliver to PUBLIC
COMPANY' management within 10 days of execution of this Agreement any share
certificates representing the PRIVATE COMPANY Common Stock.
(d) Registration of Shares. Public Company will endeavor to
register the resultant shares involved in this transaction under the Securities
Act of 1933.
ARTICLE 7
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CLOSING
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7.1 Closing. The Closing of this transaction shall occur upon the
execution of this Agreement by both parties.
ARTICLE 8
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MISCELLANEOUS
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8.1 Captions. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.
8.2 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharge is sought.
8.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
8.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
8.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding among the parties hereto, supersedes all prior agreements and
understandings, and constitutes a complete and exclusive statement of the
agreements, responsibilities, representations and warranties of the parties.
8.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.7 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
8.8 Announcements. PUBLIC COMPANY and PRIVATE COMPANY will consult and
cooperate with each other as to the timing and content of any announcements of
the transactions contemplated hereby to the general public or to employees,
customers or suppliers.
8.9 Expenses. Each party will pay its own legal, accounting and any
other out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is consummated.
8.10 Brokerage. PRIVATE COMPANY and PUBLIC COMPANY each represent that
no finder, broker, investment banker or other similar person has been involved
in this transaction. Each party agrees to indemnify and hold the others harmless
from payment of any brokerage fee, finder's fee or commission claimed by any
other person or entity who claims to have been involved in the transaction
herein because of an association with such party.
8.11 Survival of Representations and Warranties. The representations
and warranties of the parties set forth in this Agreement or in any instrument,
certificate, opinion, or other writing providing for it, shall survive the
Closing irrespective of any investigation made by or on behalf of any party for
a period of one year.
8.12 Choice of Law. This Agreement and its application shall be
governed by the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives, all as of the date first written
above.
Marine Exploration, Inc (PUBLIC COMPANY).:
By:
--------------------------------
Director
Marine Exploration International, Inc (PRIVATE COMPANY):
By:
--------------------------------
Director
SHAREHOLDERS of PRIVATE COMPANY:
By: ___________________________ By: ___________________________
Hoss Capital LLC Technology Partners LLC
By: ___________________________ By: ___________________________
Xxxxxxx Family Trust Xxxxxxx Family Trust
SCHEDULE A
Shares owned of Shares owned of
PRIVATE. prior to PUBLIC COMPANY
execution of this following execution
Agreement of this Agreement
Shareholder Name
Hoss Capital LLC 25,000,000 25,000,000
Technology Partners LLC 25,000,000 25,000,000
Xxxxxxx Family Trust 25,000,000 25,000,000
Xxxxxxx Family Trust 25,000,000 25,000,000
Xxxxxx Xxxxxx Xxxxxxxx 100,000 100,000
