MERGER AGREEMENT BETWEEN SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
AND DREXEL AQUA TECHNOLOGIES, INC.
DATED MARCH 23, 1999
WHEREAS, Seahawk Deep Ocean Technology, Inc. 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx,
Xxxxx Xx 00000 (SDOT) is a publicly held Colorado corporation based in
Florida; and
WHEREAS, Drexel Aqua Technologies, Inc. 00, Xxxxxxx Xxxxxx Xxxxxxxxxxx, XX
00000 (Drexel) is a privately held, Delaware corporation that owns all the
outstanding share capital of Sindia Expedition, Inc. (SEI), a New Jersey
corporation, and
WHEREAS, SEI is the sole owner of all rights to a shipwreck in Ocean City, New
Jersey, known as the Sindia, and
WHEREAS, in accordance with the terms of a separate agreement of even date
(the Stock Purchase Agreement) a copy of which is attached hereto as Exhibit
A, Drexel has agreed to purchase 36,000,000 shares of SDOT's Series 2
Preferred Stock, and
WHEREAS, In accordance with certain terms conditions, as hereinafter
specified, SDOT agrees to purchase and Drexel agrees to sell the entire share
capital of SEI (the Acquisition).
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 thereby, agree as follows:
1. CROSS AGREEMENT. This Agreement is subject to the execution of the Stock
Purchase Agreement by both parties.
2. DUE DILIGENCE. This Agreement is subject to appropriate due diligence
being performed by and appropriate warranties being given by both parties.
3. CONSIDERATION. The consideration for SEI shall be that number of shares
of common stock of SDOT which is equal to the net asset value of SEI divided
by the average closing bid price of SDOT common stock for 90 days prior to the
date of purchase.
4. NET ASSET VALUE OF SEI. The parties agree that the minimum estimated net
asset value of SEI is $30million. Prior to the purchase, Drexel shall provide
a valuation of SEI prepared by an independent professional valuer and that
valuation shall be used for the calculation of the consideration for SEI.
5. SHAREHOLDERS MEETING. Prior to the Acquisition SDOT shall hold a
Shareholders Meeting at which the Shareholders will be asked to authorize new
common stock for the Sindia acquisition.
6. BRIDGE FUNDING THE OFFERING. Drexel shall be responsible for providing
the funding for all the preparation and organization of the Offering.
7. CHOICE OF LAW. The parties agree that this Agreement shall be construed
under the laws of the State of Florida, and any litigation of this Agreement
shall take place in Hillsborough County Florida.
8. BINDING AGREEMENT; NONASSIGNABILITY. Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties hereto; but none of the
rights or obligations attaching to a party thereunder shall be assign able
other than as specifically set forth herein.
9. ENTIRE AGREEMENT. This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties hereto with respect
to the subject matter hereof, and no amendment, modification or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each of the
parties hereto.
10. SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is determined to be illegal or
invalid for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
11. HEADINGS. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to describe, interpret,
define or limit the scope, extent or intent hereof.
12. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
13. NOTICES. All notices provided for in this Agreement shall be by personal
delivery or registered or certified mail, return receipt requested, cable,
telex, facsimile, or other electronic means to the parties at their respective
addresses set forth above. Except as otherwise specifically provided in this
Agreement, all notices provided for in this agreement shall be effective when
delivered, telegraphed or, if mailed, on the fifth day after posted by
certified or registered mail, postage prepaid, return receipt requested.
Agreed this 18th day of March 1999
SDOT
SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
/s/ Xxxx X. Xxxxxxxx
Xxxx X Xxxxxxxx, President
DREXEL
DREXEL AQUA TECHNOLOGIES, INC.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
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