SHARE EXCHANGE AGREEMENT
Exhibit 2.1
THIS
SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of this
12th day of June, 2009 (the "Effective Date") by and between GoldPoint
Resources, Inc., a Nevada corporation (the "Company") and Olympian Cruises, LLC,
a Delaware Limited Liability Company (the "Shareholder").
NOW
THEREFORE, in consideration of the mutual promises and the covenants and
promises hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
SECTION
1. EXCHANGE OF
SHARES.
1.1
(a) Exchange. On the terms and subject to the conditions set
forth in this Agreement, at the Closing the Shareholder will sell, convey,
transfer and assign to the Company, and the Company will purchase and accept
from the Shareholder all right, title and interest in and to the issued and
outstanding shares of common stock of Island Breeze International , a privately
held exempt Cayman Island Company owned by Shareholder in exchange for
13,889,500 shares of the Company’s Class A Common Stock, $0.001 par value and
16,110,500 shares of the Company’s Class B Common Stock (hereinafter the “Share
Exchange”).
(b) Pre-Closing
Merger. Insofar as the Company is not currently authorized to issue
either Class A Common Stock or Class B Common Stock, prior to the closing of the
Share Exchange, the Company hereby agrees to create a new Delaware corporation,
Island Breeze International, Inc. “IBI” and the Company will merge into it (the
“Merger”). The Company agrees that as a consequence of such merger,
its name will be changed to Island Breeze International, Inc. and it will be
authorized to issue 100,000,000 shares of Class A Common Stock, 16,110,500
shares of Class B Common Stock and 1,000,000 shares of preferred stock under its
Certificate of Incorporation.
(c) Post-Closing
Merger. At Shareholder’s option, in order to facilitate the closing
of the Share Exchange, The Company will consummate the Merger after the
consummation of the Share Exchange rather than beforehand. In such
case, the Shareholder will initially receive 30,000,000 shares of the Company’s
common stock on consummation of the Share Exchange and, after the Merger is
consummated, will exchange those shares for 13,889,500 shares of Class A Common
Stock and 16,110,500 shares of Class B Common Stock.
1.2
Assets. As of the date of Closing, the assets of Island Breeze International
shall consist of the Contracts, Intellectual Property, Tangible and Intangible
Assets and Records and Documents described in Section 1.2 (a) through (d) hereof
(collectively, the "Assets").
(a)
Contracts. All rights and benefits of Island Breeze International under all
agreements associated with the Assets, any and all other license and other
agreements (if any). . "Contracts" means all contracts, agreements and other
arrangements whether written or oral, to which Island Breeze International is a
party as to which the breach, non-performance, failure to renew, or cancellation
could have a material adverse effect on the Assets.
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(b)
Intellectual Property. All rights, title and interest in and to, all United
States and foreign licenses, copyrights (registered and unregistered) and
copyright applications, and Computer Software and other rights associated with
the foregoing, existing now or in the future with respect to the Assets,
including, without limitation the right to xxx for past infringement thereof and
all other proprietary rights that Island Breeze International owns, licenses, or
possesses the right to use with respect to the Assets (collectively, the
"Intellectual Property"). "Computer Software" means all computer source codes,
programs, data files, and other software (including both applications software
and operating software), including all machine readable code, printed listings
of code, documentation, and related property and information relating to the
Assets.
(c)
Tangible and Intangible Assets. All tangible and intangible personal
property rights of Island Breeze International in and to the Assets (the
"Tangible and Intangible Assets"), which are reflected on
Schedule1.2(c).
(d)
Records and Documents. All books, records, files, papers, databases, and other
data (whether such information is stored in print, on electronic media, or
pursuant to any audio or video recording) located at Island Breeze
International’s facilities or elsewhere in Island Breeze International’s custody
or control (directly or indirectly), or pertaining to the Assets, except that
Shareholder may retain duplicate copies and computer files for the sole purpose
of reference, updating and correction, but for no other purpose.
1.3
Closing Date. The closing ("Closing") shall occur on or before June 12, 2009
(the "Closing Date"). The Closing will take place at 10:00 a.m. at the offices
of Island Breeze International, 0000 X. Xxxxxxx Xxx, Xxxxx 000, Xxxxx, XX 00000
or, at such other date, time and place or manner, as may be agreed upon by the
parties.
SECTION
2. PURCHASE PRICE.
2.1
Purchase Price. The Company shall convey, transfer, assign to the Shareholder
the newly issued shares of common stock of the Company referred to in Section
1.1 hereof ("Common Stock") in exchange for all of the issued and outstanding
shares of common stock of Island Breeze International held by
Shareholder.
SECTION
3. REPRESENTATIONS AND
WARRANTIES.
3.1
Shareholder's Representations and Warranties. The Shareholder hereby represents
and warrants to the Company, all of which representations and warranties are
true, complete, and correct in all respects as of the date hereof and will be as
of the Closing Date, as follows:
(a)
Organization and Qualification. Island Breeze International is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. Island Breeze International has all requisite
power and authority to own those properties and conduct those businesses
presently owned or conducted by it, and is duly qualified to do business as it
is now being conducted and is in good standing as a foreign corporation in each
other jurisdiction where the property owned, leased or used by it or the conduct
of its business makes such qualification necessary. The copies of the articles
of incorporation and bylaws of Island Breeze International, which have been (or
will be, at least two days before the Closing Date) delivered to the Company,
are complete and correct and are in full force and effect at the date
hereof.
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(b)
Authorization; No Restrictions, Consents or Approvals. The Shareholder has full
power and authority to enter into and perform this Agreement. This Agreement has
been duly executed by the Shareholder and constitutes the legal, valid, binding
and enforceable obligation of the Shareholder, enforceable against the
Shareholder in accordance with its terms. The execution and delivery of this
Agreement, the exchange of Shares and the consummation of the
transactions contemplated herein, do not and will not on the Closing Date (i)
conflict with or violate any of the terms of the articles of incorporation and
bylaws of the Shareholder of Island Breeze International or any applicable law
relating to the Shareholder or Island Breeze International, (ii) conflict with,
or result in a breach of any of the terms of, or result in the acceleration of
any indebtedness or obligations under, any agreement, obligation or instrument
by which the Shareholder or Island Breeze International is bound or to which any
property of the Shareholder or Island Breeze International is subject, or
constitute a default thereunder, (iii) result in the creation or imposition of
any lien on any of the assets of the Shareholder or Island Breeze International,
(iv) constitute an event permitting termination of any agreement or instrument
to which the Shareholder or Island Breeze International is a party or by which
any property or asset of the Shareholder or Island Breeze International is bound
or affected, pursuant to the terms of such agreement or instrument, or (v)
conflict with, or result in or constitute a default under or breach or violation
of or grounds for termination of, any license, permit or other governmental
authorization to which the Shareholder or Island Breeze International is a party
or by which the Shareholder or Island Breeze International may be bound, or
result in the violation by the Shareholder or Island Breeze
International, of any laws to which the Shareholder or Island Breeze
International may be subject, which would materially adversely affect the
transactions contemplated herein. No authorization, consent or approval of,
notice to, or filing with, any public body or governmental authority or any
other person is necessary or required in connection with the execution and
delivery by the Shareholder of this Agreement or the performance by the
Shareholder of his obligations hereunder.
(c)
Capitalization. The authorized capitalization of Island Breeze International
consists of 50,000 shares of common stock, $1.00 par value, one share of which
is issued and outstanding and owned by the Shareholder.
(d)
Subsidiaries. Island Breeze International has no subsidiaries and does not own
any interest in any corporation, partnership, joint venture, limited liability
company, association, trust or entity.
(e)
Brokers' Fees. Island Breeze International has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Company could become
liable or obligated.
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(f)
Organization. Island Breeze International was organized on September 27,
2006.
(g)
Assets. Island Breeze International has good and marketable title to the
Assets.
(h)
Intellectual Property and Tangible and Intangible Assets. Island Breeze
International owns or possesses all right, title and interest (or holds valid
licenses) to use, whether or not registered, all Intellectual Property and
Tangible and Intangible Assets. set forth a complete and accurate list of all
such Intellectual Property and Tangible and Intangible Assets (identifying those
owned and those licensed), including all United States, state and foreign
registrations or applications for registration thereof and all agreements
(including, without limitation, agreements pursuant to which the Shareholder has
granted licenses to third parties to use any Intellectual Property or Intangible
Asset) relating thereto. All actions reasonably necessary to maintain the
registered Intellectual Property and Tangible and Intangible Assets have been
taken by Island Breeze International. Island Breeze International is not
required to pay any royalty, license fee or similar compensation with respect to
the Assets in connection with the current or prior conduct of its business. To
the knowledge of Shareholder, the use by Island Breeze International of any of
the Intellectual Property or Tangible and Intangible Assets does not violate the
proprietary rights of any other person and to the knowledge of Shareholder, no
claims have been asserted by any person with respect to the use of the Assets by
Island Breeze International. To the knowledge of Shareholder, no person is
infringing upon the Assets.
(i) Property.
Except as set forth in Schedule 3.1(i), no person, other than Island Breeze
International, owns or has any proprietary, financial or other interest, direct
or indirect, in whole or in part, in the Assets.
(j) Disclosure. No statement, representation
or warranty by the Shareholder in this Agreement, including the Schedules
hereto, contains any untrue statement of material fact, or omits to state a
material fact, necessary to make such statements, representations and warranties
not misleading. There is no fact known to the Shareholder which has specific
application to the Assets, and, so far as the Shareholder can reasonably
foresee, materially threatens in the future, the Assets which has not been set
forth in this Agreement or the Schedules hereto.
(k) Financial
Statements.
(a) The
following financial statements are attached hereto as Schedule 3.1(k) (the
“Financial Statements”): (i) audited consolidated balance sheets of Island
Breeze International as of December 31, 2008 and December 31, 2007,
and the related consolidated statements of income and cash flow for the years
then ended (the “Audited Financial Statements”).
(b) The
Financial Statements (i) have been prepared in accordance with GAAP applied
consistently during the periods covered thereby, except as disclosed therein,
and (ii) are complete and correct in all material respects and present fairly in
all material respects the financial condition of Island Breeze International at
the dates of said statements and the results of its operations for the periods
covered thereby.
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(c) As
of the December 31, 2008, Island Breeze International had no
liabilities or obligations, whether accrued, contingent or otherwise, that
were required to be disclosed except for liabilities disclosed or adequately
reserved against on the balance sheet for such period (only to the extent
of the amount provided for therein) or disclosed in the Schedules attached
hereto. As of the date hereof, Island Breeze International does not
have any liabilities or obligations, whether accrued, contingent or otherwise,
that would have been required to be disclosed on the December 31, 2008 balance
sheet except for liabilities or obligations incurred in the course of Island
Breeze International’s business since the date of the 2008 balance sheet or as
disclosed on Schedule 3.1(k).
3.2
Company's Representations and Warranties. The Company hereby represents and
warrants to the Shareholder, all of which representations and warranties are
true, complete, and correct in all respects as of the date hereof and will be as
of the Closing Date, as follows:
(a)
Organization and Qualification. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation. The Company has all requisite power and authority to own those
properties and conduct those businesses presently owned or conducted by it, and
is duly qualified to do business as it is now being conducted and is in good
standing as a foreign corporation in each other jurisdiction where the property
owned, leased or used by it or the conduct of its business makes such
qualification necessary, except in any case where a failure so to qualify would
not have a material adverse effect on the Company. The copies of the articles of
incorporation and bylaws of the Company, which have been delivered to the
Shareholder, are complete and correct and are in full force and effect at the
date hereof.
(b)
Authorization; No Restrictions, Consents or Approvals. The Company has full
power and authority to enter into and perform this Agreement and all corporate
action necessary to authorize the execution and delivery of this Agreement and
the performance its obligations hereunder has been duly taken. This Agreement
has been duly executed by the Company and constitutes the legal, valid, binding
and enforceable obligation of the Company, enforceable against the Company in
accordance with its terms.
(c)
Capital Stock. The
Company has authorized capital stock consisting solely of 50,000,000 shares of
common stock, $0.001 par value, of which 3,500,000 shares are issued and outstanding,
and all of which are duly authorized, validly issued, fully paid,
non-assessable, and were issued in compliance with all federal and applicable
state securities laws. No person to whom any share was issued and no
person claiming through any such person has any claim against the Company in
respect of any such issuance, including any claim based upon an alleged
misstatement of fact in connection with such issuance or an omission to state a
material fact necessary to make the statements of fact stated in connection with
such issuance not misleading. There are no outstanding offers, options,
warrants, rights, calls, commitments, obligations (verbal or written),
conversion rights, plans or other agreements (conditional or unconditional) of
any character providing for or requiring the sale, purchase or issuance of any
shares of capital stock or any other securities of the Company.
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(d) SEC
Reports; Financial Statements. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by the
Company under the Securities Act and the Exchange Act, including pursuant to
Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and
documents incorporated by reference therein, being collectively referred to
herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any
such extension. As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the
Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC
Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing. Such financial statements have been prepared
in accordance with United States generally accepted accounting principles
applied on a consistent basis during the periods involved (“GAAP”), except as may
be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial
position of the Company and its consolidated Subsidiaries as of and for the
dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.
(e)
Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
a subsequent SEC Report filed prior to the date hereof, (i) there has been no
event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise), (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the Commission any
request for confidential treatment of information. Except for the issuance
of the Securities contemplated by this Agreement or as set forth on Schedule
3.2(e), no event, liability or development has occurred or exists with respect
to the Company or its business, properties, operations or financial condition,
that would be required to be disclosed by the Company under applicable
securities laws at the time this representation is made that has not been
publicly disclosed at least 1 Trading Day prior to the date that this
representation is made.
(f) Assets
and Liabilities. The Company has no liabilities, debts, or
obligations of any type or form, contingent or otherwise, except as set forth on
Schedule 3.2(f) which schedule also lists all of the Company’s
assets.
(g)
Disclosure. No statement by the Company in the documents described in the
receipt attached hereto, contains any untrue statement of a material fact, or
omits to state any material fact, necessary to make such statements, in the
light of the circumstances under which they were made, not misleading. The
Company knows of no material fact which specifically applies to the Company and
(so far as the Company can reasonably foresee) materially threatens the Company
or its business, which has not been disclosed in such documents, or disclosed to
the shareholder.
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(h) No
Broker. The Company has used no broker, and knows of no broker, which may have a
claim against Shareholder or International Breeze International or the Company
for brokerage of this transaction.
SECTION
4. COVENANTS PRIOR TO
CLOSING.
(a) By
the Shareholder. The Shareholder covenants that, except as otherwise
consented to in writing by the Company, from and after the date hereof until the
Closing or the earlier termination of this Agreement the Shareholder (i) will
use reasonable efforts consistent with past practice to preserve the Assets,
(ii) shall not shall not enter into any contract, lease, license, obligation,
indebtedness, commitment, purchase or sale relating to the Assets; and (iii)
shall not enter into or assume any mortgage, pledge, conditional sale or other
title retention agreement, or permit any Lien to be placed upon the
Assets.
(b) By
the Company. The Merger will have been consummated on such terms and
conditions as shall be reasonably requested by the Shareholder such that the
Company’s successor will be a Delaware corporation and no longer a Nevada
corporation; the Company’s name will change from Goldpoint Resources, Inc. to
Island Breeze International, Inc; the Company’s authorized shares will consist
of 100,000,000 shares of Class A Common Stock, 16,110,500 shares of Class B
Common Stock and 1,000,000 shares of “blank check” preferred stock, which shares
may be issued from time to time in one or more series by the Board of Directors,
with such powers, preferences and other rights as determined from time to time
by the Board of Directors and the Company will have new by-laws. The
terms of the Class A Common Stock and Class B Common Stock shall be
substantially identical except that holders of Class A Common Stock have the
right to cast one vote for each share held of record and holders of Class B
Common Stock have the right to cast 10 votes for each share held of record on
all matters submitted to a vote of holder of common stock.
(c) By
the Company. Prior to the closing, the Company shall have redeemed
2,000,000 shares of its outstanding common stock from Xxxxxxx Xxx in
consideration for the issuance of the Company’s convertible promissory note in
the amount of $600,000, substantially in the form attached hereto as Exhibit A
(the “Redemption”).
SECTION
5. CLOSING.
5.1
Conditions to the Company's Obligations. The obligations of the Company under
this Agreement, (including, without limitation, the obligation to consummate and
effect the exchange of shares), shall be subject to satisfaction of the
following conditions, unless waived by the Company:
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(a) The
Shareholder shall have performed in all material respects all agreements, and
satisfied in all material respects all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date.
(b) All
representations and warranties of the Shareholder herein shall have been true
and correct in all material respects when made (or will have been made true and
correct by the Closing Date), shall have continued to have been true and correct
in all material respects at all times subsequent thereto, and shall be true and
correct in all material respects on and as of the Closing Date as though made
on, as of and with reference to such Closing Date.
(c) There
shall not have occurred any material adverse change with respect to the Assets
or Island Breeze International.
(d) The
Shareholder shall have executed and delivered to the Company all documents
necessary to transfer all issued and outstanding shares of common stock of
Island Breeze International to the Company, as contemplated by this
Agreement.
5.2
Conditions to the Shareholder's Obligations. The obligations of the Shareholder
under this Agreement, (including, without limitation, the obligation to
consummate and effect the share exchange) shall be subject to satisfaction of
the following conditions, unless waived by the Shareholder:
(a) The
Company shall have performed in all material respects all agreements, and
satisfied in all material respects all conditions on its part to be performed or
satisfied hereunder, at or prior to the Closing Date.
(b) The
Merger shall have been consummated as described in Section 4(b) hereof or as may
be reasonably requested by the Shareholder prior to closing.
(c)
Prior to
the closing, the Company shall have consummated the
Redemption.
(d) All
of the representations and warranties of the Company herein shall have been true
and correct in all material respects when made, shall have continued to have
been true and correct in all material respects at all times subsequent thereto,
and shall be true and correct in all material respects on and as of the Closing
Date as though made on, as of, and with reference to such Closing
Date.
5.3 The
Shareholder's Closing Documents. At the Closing, the Shareholder shall deliver
to the Company, in form and substance reasonably satisfactory to the Company,
all consents required under the Contracts, and appropriate documents to effect
or evidence the sale, conveyance, assignment and transfer to the Company of the
issued and outstanding shares of common stock of Island Breeze International as
contemplated hereby and necessary to place the Company, in full possession and
enjoyment of all issued of outstanding shares of common stock of Island Breeze
International as contemplated hereby, including the following:
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(a) A
certificate evidencing the issued Island Breeze International outstanding shares
of common stock of Island Breeze International, registered in the name of the
Company. –
(b)
Copies of Island Breeze International’s bylaws and resolutions adopted by the
board of directors of Island Breeze International authorizing the execution and
delivery of, and performance of the Shareholder's obligations under, this
Agreement..
(c) A
certified copy of Island Breeze International’s articles of incorporation,
including amendments, if any, together with a certificate of good standing for
Island Breeze International issued by an authorized representative of the
jurisdiction of its incorporation and dated not more than 30 business days prior
to the Closing Date.
SECTION
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
6.1
Survival of Representations and Warranties and Covenants. The representations,
warranties, covenants, and obligations of the Company and the Shareholder set
forth in this Agreement and in any certificate, agreement, or instrument
delivered in connection with the transactions contemplated hereby, shall survive
the Closing for a period of three years.
6.2
Successors. The merger, consolidation, liquidation, dissolution or winding up
of, or any similar transaction with respect to the parties hereto, shall not
affect in any manner the obligations of the parties pursuant to Section 6 or any
other term or provision of this Agreement, and the parties covenant and agree to
make adequate provision for their liabilities and obligations hereunder in the
event of any such transaction.
SECTION
7. COMPANY’S ACKNOWLEDGEMENT AND
COVENANT.
The
Company acknowledges that it has been advised that Island Breeze International
has issued four convertible promissory notes in the aggregate amount of
$6,000,000 (the “IBI Promissory Notes”) which will be assumed by the Company
immediately after the Closing and, upon conversion, will result in the issuance
of approximately [7,470,767] shares of the Company’s common
stock. The Company agrees to assume all Island Breeze International
obligations under the IBI Promissory Notes including, but not limited to, the
obligation to issue [7,470,767] shares of its common stock to the holders of the
IBI Promissory Notes immediately after the closing.
SECTION
8. GENERAL
PROVISIONS.
8.1
Documentary Taxes. Each party shall pay any documentary or other taxes, arising
from the issuance of any capital stock by such party.
8.2 No
Third Party Beneficiaries. Nothing in this Agreement shall it be construed, to
confer any rights or benefits upon any person (including, but not limited to,
any employee or former employee of the Shareholder) other than the parties
hereto.
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8.3
Specific Performance. Each of the parties acknowledges and agrees that the other
parties would be damaged irreparably if any of the provisions of this Agreement
are not performed in accordance with their specific terms or otherwise are
breached. Accordingly, each party agrees that the other party shall be entitled,
without the necessity of pleading or proving irreparable harm or lack of an
adequate remedy at law or posting any bond or other security, to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof. Any
such claim for specific performance shall be brought and determined in the
appropriate federal or state court, in the State of New York and in no other
forum. The parties hereby irrevocably submit to the jurisdiction of any such New
York state court or federal court in New York, in connection with such claim for
a specific performance.
8.4
Severability. If any parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect
as though the void parts were deleted.
8.5
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. The execution of this Agreement may be by actual or
facsimile signature.
8.6
Benefit. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their legal representatives, successors, heirs and permitted
assigns.
8.7
Notices. Any notice, report, demand, waiver, consent or other communication
given by a party under this Agreement shall be in writing, may be given by a
party or its legal counsel, and shall deemed to be duly given upon delivery by
Federal Express or similar overnight courier service which provides evidence of
delivery, or when delivered by facsimile transmission if a copy thereof is also
delivered in person or by overnight courier. Notices of address change shall be
effective only upon receipt notwithstanding the provisions of the foregoing
sentence.
Notice to
the Shareholder shall be sufficient if given to:
Olympian Cruises, LLC
0000 Xxxxx Xxxxxxxx Xxx
Xxxxx Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx,
Manager
Olympian Entertainment,
LLC
With
a copy to:
Xxxxx
& Xxx Xxxxxx LLP
0 Xxxx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxxxx, Esq.
Fax: (000)
000-0000
10
Notice to
the Company shall be sufficient if given to:
000
Xxxxxxx Xxxxxx #X00-000
Xxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx
Xxx, President
With
a copy to: Xxxxxxx X. Xxx, Esq.
8.8 Oral
Evidence. This Agreement constitutes the entire agreement between the parties
and supersedes all prior oral and written agreements between the parties hereto
with respect to the subject matter hereof.
8.9
Governing Law. This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the internal laws of the State of Delaware
without regard to choice of law considerations.
8.10
Arbitration. Any controversy, dispute or claim arising out of or relating to
this Agreement, or its interpretation, application, implementation, breach or
enforcement which the parties are unable to resolve by mutual agreement, shall
be settled by submission by either party of the controversy, claim or dispute to
binding arbitration in New York City, New York (unless the parties agree in
writing to a different location), before a single arbitrator in accordance with
the rules of the American Arbitration Association then in effect. In any such
arbitration proceeding the parties agree to provide all discovery deemed
necessary by the arbitrator. The decision and award made by the arbitrator shall
be final, binding and conclusive on all parties hereto for all purposes, and
judgment may be entered thereon in any court having jurisdiction
thereof.
8.11 Tax
Returns. The Shareholder agrees to file or cause to have filed any federal,
state, and local tax returns as required for the Company from the time of its
incorporation until the Closing Date. A copy of all such returns will be
provided to the Company as soon as practicable after their
filing.
11
IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly
executed under seal as of the date first above written.
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By:_______________________
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||
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Xxxxxxx
Xxx, President
|
||
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OLYMPIAN
CRUISES, LLC
|
||
|
By:________________________
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||
|
Xxxxxxx
X. Xxxxxx, Manager
|
12
SCHEDULE
1.2(c)
TANGIBLE
AND INTANGIBLE ASSETS OF ISLAND BREEZE INTERNATIONAL
As of
transaction closing on June 12, 2009 Island Breeze International recognized the
following tangible and intangible assets:
1.
TANGIBLE ASSETS
Vessel under renovation; m/v Island
Breeze - $9,635,038
Vessel under renovation; m/s Casino
Royale - $6,102,807
Property & Equipment (purchase
price less accumulated depreciation) - $10,068
2.
INTANGIBLE ASSETS
None
13
SCHEDULE
3.1(i)
SECURED
LENDERS
As of
transaction closing on June 12, 2009 Island Breeze International identified the
following secured lenders:
|
1.
|
Xxxxxx,
XX - $4,000,000 Convertible Note dated May 23, 2008 and secured with a
first priority lien against the m/s Casino
Royale.
|
|
2.
|
Xxxxxx,
XX - $500,000 Convertible Note dated May 22, 2008 and secured with a first
priority lien against the m/s Casino
Royale.
|
|
3.
|
Xxxxxx,
XX - $500,000 Convertible Note dated September 3, 2008 and secured with a
first priority lien against the m/s Casino
Royale.
|
Note: for
more detail of the secured convertible notes please reference the Company’s Form
8K filed subsequent to this transaction.
14
SCHEDULE
3.1(k)
FINANCIAL
STATEMENTS
1. Previously
delivered.
15
SCHEDULE
3.2(e)
SUBSEQUENT
EVENTS
As of
transaction closing on June 12, 2009 the Company identified the following
Subsequent Events:
1.
None
16
SCHEDULE
3.2(f)
ASSETS
AND LIABILITIES
As of
transaction closing on June 12, 2009 the Company accounted for the following
assets and liabilities:
|
1.
|
ASSETS
- $0
|
|
|
|
||
| 2. |
LIABILITIES
-
|
Accounts Payable = $7,581 |
| Loan to shareholder = $550 |
17
SCHEDULE
5.2(d)
CONVERTIBLE
NOTE
As of
transaction closing on June 12, 2009 the Company issued the following
Convertible Notes:
|
1.
|
Xxxxxxx
Xxx – $600,000 Convertible Promissory Note dated June 12,
2009
|
18
