Contract
Exhibit
10.8
FIRST
AGREEMENT OF AMENDMENTS (the “First Agreement
of Amendments”) of the Option Agreement (the “Option
Agreement”) executed as of July 20, 2010, by and among Corposa, S.A. de
C.V., a Mexican corporation (“Corposa”),
Holshyrna ehf, an Icelandic corporation (“Holshyrna”),
Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”),
and Lions Gate Lighting Corp. (currently named “UMAMI SUSTAINABLE SEAFOOD”), a
Nevada corporation (the “Optionee”
or “UMAMI”),
pursuant to the following recitals and clauses:
RECITALS
WHEREAS,
Optionee has made and Company and Holshyrna have received the Call Right Notice
in terms of Section 1 of the Option Agreement.
WHEREAS,
a copy of the executed Option Agreement is attached hereto as Exhibit “A” and the
parties to the Option Agreement (the “Parties”)
wish to amend such Option Agreement pursuant to the terms of this First
Agreement of Amendments.
Hereinafter
and for clarity purposes capitalized terms shall have the meaning assigned to
them in the Option Agreement except as otherwise expressly provided
herein.
NOW AND THEREFORE, the Parties
have agreed on the following:
ARTICLES
ARTICLE ONE. Amendments. The Parties agree the
following amendments to the Option Agreement:
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1.1.
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As
of the date hereof, Section 1 of the Option Agreement shall be amended as
follows:
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“1. Option Exercise; Funding;
Consent.
(a) Commencing
on the date hereof and ending on September 15, 2010 at 5.00 p.m. PDT, subject to
the terms and conditions set forth in this Agreement, the Optionee shall have
the right (the “Call
Right”), but not the obligation, upon written notice to the Company and
Holshyrna (the “Call
Right Notice”), to cause the Company and Holshyrna to sell and/or issue
to Optionee the Option Shares for the aggregate Option Price
therefor. As used in this Agreement, the term “Option Price” means
an amount equal to US$9,333,000.00 Dollars for the Company Option Shares and
US$667,000.00 Dollars for the Oceanic Option Shares. The Option Price
shall be payable by the issuance to the Company of 10,000,000 (Ten Million)
shares of common stock of LGLC (“Company-LGLC Common
Stock”).
(b)
Each of Corposa and Holshyrna in its capacity of principal shareholder of the
Company and Oceanic Enterprises, Inc. hereby consents to the transactions
contemplated under this Agreement and undertakes to take all necessary action
and execute and deliver all documents to enable LGLC to acquire the Option
Shares by November 30th, 2010.
Such delivery of the Option Shares shall be made simultaneously with the
delivery of the Company-LGLC Common Stock held in escrow and shall be subject to
the following conditions: (x) Corposa and Holshyrna shares or stock in the
Company are totally cancelled and (y) the Company has no outstanding payments or
debts with Corposa and Holshyrna in connection with capital reimbursements
agreed by the Company."
The
Parties confirm hereby that Optionee has exercised its Call Right and the
Company and Holshyrna acknowledged receipt of the Call Right Notice in terms of
the Option Agreement.
ARTICLE TWO. Entire
Agreement. Except
as expressly amended by virtue of this First Agreement of Amendments, the
Parties hereby agree that the remaining terms and conditions of the Option
Agreement and its exhibits and schedules shall be and remain in full force and
effect. The execution of this First Agreement of Amendments implies no
performance or extinguishment of the Option Agreement.
ARTICLE THREE. Notices. Any communication between
the Parties under this First Agreement of Amendments shall be made pursuant to
the terms and conditions of the Option Agreement.
ARTICLE FOUR. Applicable
Law and Jurisdiction. This Agreement shall be governed by and construed
solely and exclusively in accordance with and pursuant to the internal laws of
California without regard to the conflicts of laws principles thereof. The
parties hereto hereby expressly and irrevocably agree that any suit or
proceeding arising directly and/or indirectly pursuant to or under this
Agreement shall be brought solely in a court located in San Diego,
California,. By its execution hereof, the parties hereby covenant and
irrevocably submit to the in personam jurisdiction of the courts located in
San Diego, California, and expressly and irrevocably waive any claim that any
such jurisdiction is not a convenient forum for any such suit or proceeding and
any defense or lack of in personam jurisdiction with respect thereto. In the
event of any such action or proceeding, the party prevailing therein shall be
entitled to payment from the other party hereto of all of its reasonable counsel
fees and disbursements.
[Signature
Page to Follow]
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and effective as
of September 24th, 2010.
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BAJA
AQUA-FARMS, S.A. DE C.V.
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By:
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CORPOSA
S.A. DE C.V.
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By:
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| HOLSHYRNA ehf | |||
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By:
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(UMAMI
SUSTAINABLE SEAFOOD formerly named “LIONS GATE LIGHTING
CORP.”)
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By:
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