May 13, 2009 Ocean Smart, Inc. Gaithersburg, MD 20879 Attn: Michael Boswell
May 13,
2009
000
Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx,
XX 00000
Attn: Xxxxxxx
Xxxxxxx
Cc: Xxxxxxx
Xxxxx, Xxxxxxx Xxxx LLP
Dear Xx.
Xxxxxxx,
Reference
is made to Section 3.21 of the Series D Convertible Preferred Stock Purchase
Agreement dated as of May 29, 2008 (the “SPA) among Edgewater Foods
International, Inc. (which entity has since changed its name to Ocean Smart,
Inc. and is referred to herein as the “Company”) and Vision Opportunity Master
Fund, Ltd. (“VOMF”).
Pursuant
to Section 3.21, the Company is required to reconstitute its Board of Directors
if it does not his certain performance targets outlined in Schedule 3.21 to the
SPA. The Company has not hit the first three performance targets for
the quarters ended August 31, 2008, November 30, 2008 and February 28,
2009.
Vision
hereby invokes Section 3.21 of the SPA and requests/demands that the Company
Comply
with its obligation to decrease the size of the Board of Directors to five (5)
members, of which at least three (3) shall be appointed by a majority of the
purchases of Series D Convertible Preferred.
VOMF and
its affiliate Vision Capital Advantage Fund, LP (“VCAF”) hold a majority of the
Series D Convertible Preferred Stock and VOMF and VCAF intend to appoint the
following individuals to the Board of Directors:
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1.
|
Xxxxxx
Xxxxxx
|
|
0.
|
Xxxxxxx
Xxxx
|
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3.
|
Xxxxxxxxxxx
Xxxx
|
Please
forthwith begin the process of reconstituting the Board of Directors as set
forth in Section 3.21 of the SPA.
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Sincerely,
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| /s/ Xxxx Xxxxxxxx | ||
|
Xxxx
Xxxxxxxx, as Director of the Vision
Opportunity
Master Fund, Ltd. And as an
Authorized
Signatory of Vision Capital Advantage
Fund,
LP
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