EXHIBIT 1.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT made as of the 17th day of March , 2005,
by and between:
ISLAND RESIDENCES CLUB, with an address at Xxx 0000, Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxx ("SELLER");
and
MERIDIAN PACIFIC INVESTMENTS HK LTD., with an address at ("PURCHASER").
W I T N E S S E T H:
WHEREAS, Seller is the Island Residences Club, Inc a Delaware
corporation ("Corporation"), which Corporation has issued capital stock of
4,000,000 shares of common stock at $.0001 par value ("Shares"), as more fully
described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase the Shares from Seller and Seller
desires to sell such Shares upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement, and in order to
consummate the purchase and sale of the Corporation's Shares, it is hereby
agreed, as follows:
1.0 Transfer of Shares.
SELLER hereby authorizes and issues 4,000,000 of its common shares to
PURCHASER in consideration of TEN MILLION DOLLARS ($10,000,000) in exchange for
the transfer of four million shares of PT Island Concepts Indonesia Tbk and four
million rights to the SELLER. The rights are issued as stay entitlements in the
Bali Island Villas in Seminyak, Bali. These Villas have been developed by and
are operated by, PT Island Concepts Indonesia for The Island Residences Club.
2.0 Representations and Warranties of SELLER.
SELLER hereby represents and warrants to PURCHASER that:
2.1 Authority. SELLER has the power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by constitutes a valid and binding instrument, enforceable in
accordance with its terms.
2.2 Compliance with Other Instruments. The execution, delivery and
performance of this Agreement is in compliance with and does not conflict with
or result in a breach of or in violation of the terms, conditions or provisions
of any agreement, mortgage, lease or other instrument or indenture to which
SELLER is a party or by which SELLER is bound.
2.3 Title to SELLER'S shares in ISLAND RESIDENCES CLUB. SELLER is the
legal and beneficial owner of its shares and has good and marketable title
thereto, free and clear of any liens, claims, rights and encumbrances.
3.0 Representations and Warranties of PURCHASER. PURCHASER hereby
unconditionally represents and warrants to SELLER that:
3.1 Authority. PURCHASER has the power and authority to execute and
deliver this Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by PURCHASER and constitutes a valid and binding instrument,
enforceable in accordance with its terms.
3.2 Compliance with Other Instruments. The execution, delivery and
performance of this Agreement is in compliance with and does not conflict with
or result in a breach of or in violation of the terms, conditions or provisions
of any agreement, mortgage, lease or other instrument or indenture to which
PURCHASER is a party or by which PURCHASER is bound.
3.3 Rule 144 Restriction. PURCHASER hereby agrees that such shares are
restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
requirements.
4.0 Notices. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein.
5.0 Governing Law. This Agreement shall be interpreted and governed in
accordance with the laws of the State of Delaware.
6.0 Severability. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
7.0 Entire Agreement. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
8.0 Invalidity. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in
any way invalidate or effect any other clause, Paragraph, section or part of
this Agreement.
9.0 Gender and Number. Words importing a particular gender mean and
include the other gender and words importing a singular number mean and include
the plural number and vice versa, unless the context clearly indicated to the
contrary.
10.0 Amendments. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
11.0 No Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
ISLAND RESIDENCES CLUBS,INC
By: _____________________________
Name: Xxxx Xxxxxxxx
Title: Director
MERIDIAN PACIFIC INVESTMENTS HK LTD.
By: _____________________________
Name: Xxxxxx Xxxxxxx
Title: Director
