LETTER OF COMMITMENT
TO: Mezzanine Finance Fund, LLC, a
Florida limited liability company
("MezzFin") and Cruise Cam International,
Inc., a Florida company
("Cruise Cam Florida")
3551 S.W. Corporate Parkway
Palm City, FL 34990
FROM: G.R.P., Inc., a Georgia corporation
("GRP Georgia")
0000 Xxxxxx, Xxxx, XX 00000
RE: PROPOSED MERGER OF GRP GEORGIA INTO CRUISE CAM
FLORIDA/SHARE EXCHANGE
DATE: April 12, 2004
Subject to all of the terms and conditions set forth in this Letter
of Commitment ("LC"), including satisfaction of all conditions
precedent set forth in this LC, (i) GRP Georgia agrees to merge
with Cruise Cam Florida; since GRP Georgia has two wholly owned
subsidiaries, Commandeer, LLC and CruiseCam, LLC, each a Michigan
limited liability company (the "GRP Subsidiaries"), if the form
of the Transaction is a merger, after the merger is completed,
Cruise Cam Florida will own the two Subsidiaries, or (ii) the
shareholders of GRP Georgia will transfer all of the issued and
outstanding shares of GRP Georgia to Cruise Cam Florida upon the
terms set forth in this LC; as with a merger, if the form of the
Transaction is a share exchange, after the share exchange is
completed, Cruise Cam Florida will own all of the stock of GRP
Georgia and GRP Georgia will continue to own the two Subsidiaries.
The transaction which is consummated, if a transaction closes,
will be referred to as the "Transaction". The conditions precedent
to closing a Transaction are as follows:
1. At the Transaction Closing (as defined below) (if it
occurs), MezzFin must cause not less than One Million
Dollars ($1,000,000) (without reduction for any fees,
expenses or other costs of any kind, whether of MezzFin
or otherwise) ("Minimum Closing Cash") to be contributed
to the capital of, or loaned to, Cruise Cam Florida, in a
form satisfactory to GRP Georgia or the requisite vote of
the GRP Georgia shareholders necessary to effectuate the
Transaction (the "Requisite Vote") (in each case, in its or
their sole discretion).
2. At the Transaction Closing, the Minimum Closing Cash must
be deposited into an account of Cruise Cam Florida, in
immediately available funds (the "Closing Account"). The
signatories on the Closing Account (and those authorized
to withdraw funds from, or effectuate transactions with
respect to, the Closing Account) must be satisfactory to
GRP Georgia or Requisite Vote.
3. The Transaction Closing must occur on or before May 28, 2004.
4. The following must occur in order for a Transaction to close:
(a) GRP Georgia or the Requisite Vote, as the case may be,
must be satisfied, in their sole discretion, with their
due diligence investigation of Cruise Cam Florida and
MezzFin, (b) entry into definitive transaction documents,
which transaction documents receive, in all regards, the
approval of GRP Georgia or the Requisite Vote (in either
case, in their sole discretion) ("Transaction Documents"),
(c) confirmation of the status of all authorized, issued
and outstanding shares of common stock and preferred
stock of Cruise Cam Florida as of today and immediately
after the Transaction Closing and the status of the director
positions of Cruise Cam Florida; MezzFin represent and
warrant that the current authorized, issued and outstanding
shares of Cruise Cam Florida are as set forth on the top
portion of the Share Distribution Schedule attached as
Schedule "A" to this LC (the "Share Distribution Schedule"),
(d) compliance by Cruise Cam Florida and MezzFin with all
SEC, NASD and other governmental body rules and regulations
as of the Transaction Closing (and after the Transaction
Closing, as contemplated by the Transaction Documents), (e)
no material adverse conditions existing with respect to
Cruise Cam Florida (f) receipt of an opinion of counsel for
Cruise Cam Florida in form and substance acceptable to GRP
Georgia or the Requisite Vote, (g) satisfaction of GRP
Georgia or the Requisite Vote to such other and further
due diligence matters, covenants and conditions as they
deem necessary and appropriate, in their sole discretion.
5. At such time if any, as the conditions contained in
Paragraph numbers 1-4, inclusive, are met, the parties
will enter into the Transaction Documents and the
transactions contemplated thereby will close (the
"Transaction Closing").
6. In the event that the conditions set forth above are not
met for any reason, in the sole discretion of GRP Georgia
or the Requisite Vote, then this LC will be null and void
without any further obligation on the part of any party
hereto.
7. This LC supercedes in all respects the Letter of Commitment
dated March 10, 2004 given by GRP Georgia in favor of
Strategic Alliance Group, Inc. and MezzFin (the "March
10 LC"). The March 10 LC is hereby terminated and shall
no longer be valid or effective for any purpose whatsoever.
Further, Section 3 of the Financial Consulting Agreement
among GRP Georgia, the GRP Subsidiaries and MezzFin dated
March 2, 2004 is deleted in its entirety, as all
compensation to be earned by MezzFin in connection with
the Transactions, and all expense reimbursements is covered
exclusively by this LC.
TERMS OF TRANSACTION
1. If the conditions set forth above are satisfied and
Transaction Documents are executed, the Transaction will
occur at the Transaction Closing.
2. At the Transaction Closing, if the Transaction Closing
occurs, in addition to the 4,125,168 shares of Cruise Cam
Florida common stock currently issued and outstanding, the
(i) consideration to be received by the GRP Georgia
shareholders in connection with a Transaction, if it occurs,
will be receipt of authorized but unissued shares of
Cruise Cam Florida common stock equal to 35,000,000 common
shares, less the shares issued or to be issued at the
Transaction Closing as specified in this Paragraph 2 or on
the Share Distribution Schedule (but in no case less than
75% of the total issued and outstanding stock of Cruise
Cam Florida immediately after the Transaction Closing;
or no less than 26,250,000 common shares), (ii) the
total consideration to be received by MezzFin or assigns
as compensation for its services in connection with
raising the Minimum Closing Cash and for all other services
rendered to or on behalf of GRP Georgia and the GRP
Subsidiaries shall be receipt of authorized but unissued
shares of Cruise Cam Florida common stock in accordance
with the bottom portion of the Share Distribution Schedule
(being 3% of the total issued and outstanding stock of
Cruise Cam Florida immediately after the Transaction
Closing), (iii) MezzFin shall receive 500,000 authorized
but unissued shares of Cruise Cam Florida common stock to
be used by MezzFin to pay all fees and costs agreed to in
the Transaction Documents in accordance with the bottom
portion of the Share Distribution Schedule, (iv) up to
3,074,832 of the authorized but unissued shares of Cruise
Cam Florida common stock may be issued (or remain available
upon conversion) to those who contribute capital to, or
loans to, Cruise Cam Florida ("Investors"), in a form
satisfactory to GRP Georgia or the Requisite Vote
(with this maximum of 3,074,832 shares of Cruise Cam
Florida common stock being the sole number of shares
available for all financing (including the Minimum Closing
Cash), it being up to MezzFin to determine how much of
this pool of shares to offer/make available in connection
with the raising of the Minimum Closing Cash), and (v) the
total issued and outstanding shares of common stock of Cruise
Cam Florida immediately after the Transaction Closing must
be 35,000,000 shares of common stock and zero shares of
preferred stock. See the Share Distribution Schedule
for further details.
3. To the extent that Cruise Cam Florida, in its sole
discretion, further engages MezzFin, in documents
executed by Xxxxx Xxxxx Xxxxxxx as the CEO of Cruise
Cam Florida after the Transaction Closing, MezzFin may
continue its best efforts to raise up to an additional
Two Million Dollars ($2,000,000) or more from investors
(without reduction for any fees, expenses or other costs
of any kind, whether of MezzFin or otherwise) ("Post-Closing
Cash") to be contributed to the capital of, or loaned to,
Cruise Cam Florida, in a form satisfactory to Xxxxx Xxxxx
Xxxxxxx as CEO of Cruise Cam Florida after the Transaction
Closing, for which MezzFin would receive as consideration
for its services restricted stock of Cruise Cam Florida
under SEC rule 144 at the pro-rata rate of one half percent
(1/2%) of the outstanding shares of Cruise Cam Florida's
common stock for the proportion of each portion each
additional One Million Dollars ($1,000,000) of Post-Closing
Cash.
G.R.P., Inc.: Mezzanine Finance Fund, LLC:
Commandeer, LLC
CruiseCam, LLC By: /s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Xx. Director
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
President/Director Cruise Cam International, Inc.:
By: /s/ Xxxxx X. Xxxxxxxxx
Its: Authorized Sole Director
