ARTIFACTS AND DISPLAYS PURCHASE AGREEMENT
THIS AGREEMENT dated the 19th day of March, 1998 is by and
between Treasure & Exhibits International, Inc., a Florida
corporation formerly called Vanderbilt Square Corp. of 0000 Xxxxxx
Xxxx, Xxxxx 000-Xxxx, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter
referred to as "Vanderbilt", Michael's Treasure Jewelry, Inc.
("Michael's" or "Co-Lessee") and Seahawk Deep Ocean Technology,
Inc., a Colorado corporation, jointly with Seahawk I Ltd., a
Florida Limited Partnership, both of 0000 X. Xxxxxxxxx Xxxxxxxxx,
Xxxxx, Xxxxxxx 00000 (hereinafter collectively referred to as
"Seahawk").
WHEREAS, Seahawk as Lessor and Vanderbilt and Michael's as co-
lessees have entered into a certain Lease Agreement (the "Lease
Agreement") effective October 1, 1997 for the lease of certain
artifacts and displays (hereinafter the "Artifacts"), and
WHEREAS, the Lease Agreement includes an option for the
purchase of the Artifacts, which Vanderbilt now, with the consent
and agreement of Michael's, wishes to exercise; and
WHEREAS, in accordance with certain terms and conditions,
hereinafter specified, Seahawk is willing to sell the Artifacts to
Vanderbilt and Vanderbilt is willing to buy the Artifacts from
Seahawk with the prior consent of Michael's to the purchase and
sale transaction,
NOW THEREFORE, in consideration of the premises, which shall
be deemed an integral part of this Agreement and not as mere
recitals hereto, and in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Vanderbilt shall purchase from Seahawk all of the
Artifacts and Seahawk shall sell to Vanderbilt all of the
Artifacts in a purchase and sale transaction pursuant to
the terms and provisions of this Artifacts and Displays
Purchase Agreement ("Agreement") to which Michael's has
previously, and does now, consent as Co-Lessee of the
prior Lease Agreement by and between the parties.
2. Purchase Price. The purchase price for the Artifacts
shall be:
a. $135,000, the previous receipt of which is hereby
acknowledged by Seahawk; and
b. $682,500, in cash or cash equivalent, at Closing as
hereinafter described; and
c. $1,615,000 represented by 9,500,000 shares of the
restricted Common Stock of Vanderbilt (the
"Stock"). An Irrevocable Letter of Instruction to
Vanderbilt's Transfer Agent, American Stock
Transfer & Trust Company, together with a requisite
-1-
LS JL
opinion of counsel shall be delivered by Vanderbilt
to Seahawk at the closing of the purchase and sale
transaction contemplated herein as hereinafter
described. The parties have agreed that the Stock
is valued by the parties at $.017 per share, or
$1,615,000 in the aggregate. The restricted Common
Stock of Vanderbilt shall be issued pursuant to
Seahawk's instructions as reflected in Exhibit "A"
attached hereto and made a part hereof; and
d. A secured Promissory Note executed and delivered at
closing by Vanderbilt in the original principal
amount of $200,000, and due August 1, 1998, in the
form and substance as Exhibit "B" attached hereto
and made a part hereof.
2. Closing. Closing (the "Closing") of the purchase and
sale transaction contemplated herein shall occur on the
19 day of March, 1998 (the "Closing Date") and shall take
place at: Seahawk - Tampa, Florida.
3. Title. Certain of the Artifacts are owned free and clear
of any encumbrance whatsoever by Seahawk. All of the
other items of the Artifacts are owned by Seahawk
encumbered by financing statements securing debts of
Seahawk to third persons as reflected in corresponding,
filed, Forms UCC-1, copies of which shall be delivered by
Seahawk to Vanderbilt at Closing. Vanderbilt's purchase
of the encumbered Artifact items hereunder shall be
subject to the security interests reflected in the Forms
UCC-1 copies provided by Seahawk to Vanderbilt in this
transaction. On or before August 1, 1998, upon payment
of the debt reflected by the secured Promissory Note
comprising one element of the purchase price in this
transaction (paragraph 1.d. above), Seahawk shall deliver
in exchange for such payment, releases by the secured
parties of all of the collateral interests they have in
the certain encumbered Artifact items. Those releases
shall be corresponding Forms UCC-3 executed by the
secured parties and in recordable form at the time of
delivery. In the event that Seahawk is unable to deliver
the requisite Forms UCC-3, Vanderbilt's obligation as
reflected in the secured Promissory Note comprising one
element of the purchase price for the Artifacts in the
transaction contemplated herein shall be suspended and
Vanderbilt shall subsequently be obligated only to
satisfy the secured Promissory Note in exchange for all
of the Forms UCC-3 needed to render the encumbered items
of the Artifacts free and clear in the hands of
Vanderbilt. In the event that Vanderbilt fails to pay
and satisfy the secured Promissory Note timely in
exchange for all of such Forms UCC-3, title to the
encumbered items of the Artifacts shall immediately upon
such failure, at the close of business on August 1, 1998,
forthwith, without notice, process or order of any kind,
pass from Vanderbilt and revest in Seahawk; and interest
will accrue from March 16, 1998 on the outstanding,
unpaid principal balance of the secured Promissory Note
at the highest rate permitted by law, beginning on August
2, 1998 and continuing thereafter until fully paid.
-2-
LS JL
4. Acknowledgment of Encumbrance of Artifacts. At Closing,
Vanderbilt shall acknowledge in writing in the form attached
hereto and made a part hereof as Exhibit "D", "E" and "F", the
security rights and collateral interests of the corresponding
third person secured parties in the encumbered items of the
Artifacts.
5. Subsequent Purchase. At Closing, Vanderbilt shall also
provide Seahawk with written confirmation that Vanderbilt
intends to purchase the entire ownership interest of
Michael's International Jewelry, Inc. on or before
December 31, 1998.
6. Stock Registration. Vanderbilt shall register the Stock
within one (1) year of the Closing Date. In the event
that Vanderbilt shall file a registration statement with
the U.S. Securities & Exchange Commission and the
National Association of Securities Dealers, Inc. on Form
SB-2 or S-1, but not on Form S-8 or S-4, holders of the
Stock after Closing shall also have so-called "piggy-
back" registration rights of the Stock with regard to any
such filing.
7. Right to Re-Purchase Stock. Vanderbilt shall have the
right at any time within ninety (90) days after the
Closing Date, but not later than June 10, 1998, to
repurchase up to 8,000,000 shares of the Stock as
follows:
a. In minimum amounts of 1,000,000 shares;
b. At a price of $0.135 per share if re-purchased
within forty-five (45) days of the Closing Date, or
at a price of $0.15 per share if re-purchased
within ninety (90) days but later than forty-five
(45) days after the Closing Date.
This right to re-purchase the maximum of 8,000,000 shares
of the Stock shall expire as to shares not re-purchased
hereunder ninety (90) days after the Closing Date. All
prices and calculations of this paragraph 7. Shall be
adjusted for any forward or reverse split occurring prior
to the applicable re-purchase date.
8. Right to Put Stock. Vanderbilt shall grant all of the
holders of the Stock during the twelve (12) month period
beginning one (1) year after the Closing Date, the right
to put all or any shares of the Stock to Vanderbilt at
$0.085 per share. In the event that the Stock, moreover,
is not registered by Vanderbilt, at its sole expense,
within one (1) year of the Closing Date, holders of the
Stock shall have the right to put the Stock at the option
of the holders of the Stock, during the twelve (12) month
period beginning one (1) year after the Closing Date, to
Vanderbilt at the rate of $0.17 per share. Vanderbilt
shall repurchase all shares of the Stock put to it
pursuant to the provisions of this paragraph 8. All
prices and calculations of this paragraph 8. shall be
adjusted for any forward or reverse split occurring prior
to the date of any put to Vanderbilt hereunder.
-3-
LS JL
9. Right to Additional Restricted Common Stock. Moreover,
if the average market bid price of Vanderbilt's Common
Stock is less than $0.12 per share during the first five
market days following the first anniversary of the
Closing Date, Vanderbilt shall issue additional
restricted Common Stock to the holders of the Stock in
proportion to their remaining holdings at that time of
the Stock such that the market value of their remaining
shares of the Stock is equivalent to the original $0.17
per share set out by the parties as the valuation of that
part of the consideration supporting the purchase and
sale transaction contemplated herein. That is to say, in
the event that the market price, the average bid price
over the first five (5) business days of the week
immediately preceding the anniversary of the Closing
Date, has declined more than thirty (30%) percent, a
sufficient number of new shares shall be issued to the
holders in respect of their holdings at that time of the
Stock, to render them returned to the original valuation
of their remaining shares of the Stock issued and
transferred hereunder as a material part of the purchase
price consideration supporting the purchase and sale
transaction contemplated herein. All prices and
calculations of this paragraph 9. shall be adjusted for
any forward or reverse split occurring prior to the date
of any put to Vanderbilt hereunder.
10. Terms and Conditions. Other than where specified in this
agreement, all terms and conditions of the Lease
Agreement of October 1, 1997, and incorporated by
reference herein, shall remain in full force and effect.
AS TO SEAHAWK:
SEAHAWK DEEP OCEAN TECHNOLOGY,
INC., a Colorado corporation,
jointly with SEAHAWK I LTD., a
Florida Limited Partnership
(SEAL)
BY:/s/Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx, President,
General Partner
AS TO VANDERBILT:
TREASURE & EXHIBITS
INTERNATIONAL, INC., a Florida
corporation, f/k/a VANDERBILT
SQUARE CORP.
(SEAL)
BY:/s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, President
-4-