Stock Exchange Agreement
This Stock Exchange Agreement is made and entered into as of this 31st
day of October, 2007 between Blue Heron Aqua Farms, LLC (?Blue Heron?) and
Xxxxx X. Xxxxxx (?Xxxxxx?) and Xxx Xxxxxxx (?Azeredo?) (Xxxxxx and Azeredo
hereafter sometimes being referred to as ?Sellers?).
WHEREAS, Xxxxxx owns 73 shares of the issued and outstanding common
stock of South Florida Aquaculture, Inc. (?SFA?), a Florida corporation,
representing 47.4 percent of the common stock of SFA issued and outstanding;
and
WHEREAS, Azeredo owns 32 shares of the issued and outstanding stock of
SFA, representing 20.8 percent of the common stock of SFA issued and
outstanding; and
WHEREAS, Blue Heron desires to acquire the common stock of SFA owned
by Xxxxxx and Azeredo, a total of 105 shares representing 68.2 percent of the
total common shares of SFA issued and outstanding, on the terms and conditions
of this Agreement;
NOW, THEREFORE, the parties hereto, for good and valuable consideration
the receipt and sufficiency of which are expressly acknowledged and agreed to,
hereby agree as follows:
1. At Closing, Blue Heron hereby agrees to cause the issue of 105,000
shares of the common stock of its parent company, Neptune Industries, Inc.
(the ?Neptune Stock?) as a private offering under the Securities Act of 1933,
to Xxxxxx and Azeredo in exchange for all of the shares of SFA owned by them.
2. Sellers agree to deliver to Blue Heron at Closing share certificates of
SFA for a total of 105 shares of the common stock of SFA, fully endorsed by
them for transfer of the shares to Blue Heron on the books of SFA. In lieu of
delivery of the share certificates, either or both of Sellers may deliver
a lost stock certificate affidavit to Blue Heron, in form satisfactory to Blue
Heron and its legal counsel, along with a fully executed stock transfer power.
3. Closing of the transaction contemplated by this Agreement shall occur
on satisfaction, or waiver by Blue Heron, of the following conditions to
closing, but no later than January 15, 2008 (the ?Closing Date?).
a. The South Florida Water Management District shall have consented to
the transfer of control of SFA to Blue Heron, as required by that certain Lease
Agreement between SFA and the South Florida Water Management District, Lease No
C-7335 (the ?Lease Agreement?).
b. SFA and Sellers shall have provided to Blue Heron copies of all
filed tax returns, and all existing financial statements, financial records,
corporate records and minutes, contracts, agreements and other documents
relating to the status, operation, liabilities or other obligations of SFA for
review and examination by Blue Heron, at a mutually agreed time and place.
c. Blue Heron advises Sellers that it is satisfied with the results of
its due diligence following satisfaction of Paragraph 3c above.
x. Xxxxxxx shall confirm in writing to Blue Heron at Closing that
there are no other liabilities, obligations, undertakings, litigation or other
adverse matters in existence relating to SFA which have not already been
disclosed to Blue Heron
e. At Closing, Sellers shall resign as officers and directors of SFA
after first appointing the designees of Blue Heron as directors of SFA.
4. The Sellers shall support Blue Heron?s efforts to fully utilize all the
rights and privileges granted under the Lease Agreement between SFA and the
South Florida Water Management District.
5. This Agreement shall expire, and no party hereto shall have any
continuing liability or obligation to any other party hereto for the
transaction contemplated by this Agreement if the transaction is not closed
on or before the Closing Date. This Agreement shall be interpreted and
enforced in accordance with the laws of Florida, and is binding on the
parties hereto, their heirs, representatives and assigns. The parties agree
to cooperate and use their best efforts to satisfy the conditions to closing
set forth in Paragraph 3 on or before the Closing Date.
Dated the date and year first above set forth.
South Florida Aquaculture, Inc.
By: _ /s/ Xxxxx X. Harvey______
Authorized Officer
____/s/ Xxxxx X. Harvey_______
Xxxxx X. Xxxxxx
_____/s/ Xxx Azeredo__________
Xxx Xxxxxxx
Blue Heron Aqua Farms, LLC
By: ___Sal Cherch_______________
Managing Director
