SHARE PURCHASE AGREEMENT
SHARE PURCHASE
AGREEMENT
THIS
SHARE PURCHASE AGREEMENT (this “Agreement”)
is entered into as of October 19, 2009, between Landbank Acquisition LLC, a
Delaware limited liability company (the “Seller”),
Landbank, LLC, a California limited liability company (“Landbank,
LLC”) and Woodman Management Corporation, a California corporation and
Europa International, Inc., a corporation organized under the laws of the Cayman
Islands (each a “Purchaser”
and together the “Purchasers”).
W I T N E S E T
H:
WHEREAS, Seller desires to sell to
Purchasers, and Purchasers desire to buy from Seller, 79,311,256 shares (the
“Shares”)
of common stock, par value $0.0001 per share (the “Common
Stock”) of Trist Holdings, Inc. (the “Company”),
representing approximately 88.87% of Company’s issued and outstanding Common
Stock to be divided among the Purchasers as set forth in Exhibit
A.
WHEREAS, Seller agrees to assign to
Purchasers all notes and liabilities due the Seller or its wholly-owned
subsidiary Landbank, LLC from the Company in each case as set forth in Exhibit A
(collectively, the “Debt”).
NOW, THEREFORE, in consideration of and
subject to the mutual agreements, terms and conditions herein contained the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchasers
agree as follows:
1. SUBSCRIPTION
FOR AND PURCHASE OF SHARES
1.1 Purchase of Shares and
Notes. Subject to the terms and conditions set forth
herein, Purchasers hereby agree to purchase, and Seller hereby agrees to sell,
assign, transfer and deliver to Purchasers, (i) the Shares and (ii) the Debt for
an aggregate consideration of $165,000 (the “Purchase
Price”).
1.2 Closing Date. The
closing of the transactions contemplated hereby shall take place at the offices
of Xxxxxx Xxxxxxxx & Markiles, LLP, 00000 Xxxxxxx Xxxx., 00xx Xxxxx,
Xxxxxxx Xxxx, Xxxxxxxxxx 00000, at 10:00 a.m. PDT, on October 5, 2009, or
at such other location, date and time, as may be agreed upon between Purchasers
and Seller, or by facsimile or other electronic means (such closing being called
the “Closing”
and such date and time being called the “Closing
Date”).
1.3 Delivery. At
the Closing, (i) Seller shall deliver to Xxxxxx Xxxxxxxx & Markiles,
LLP any and all certificates representing the Shares medallion guaranteed
and endorsed for transfer to the Purchaser(s) and two separate Stock Power
Separate From Certificate (in the form attached as Exhibit C hereto)
transferring and assigning to each Purchaser that number of Shares as noted on
Exhibit A, (ii)
Seller shall deliver to Purchasers an assignment countersigned by the Company
assigning all of Seller’s right and interest in the Registration Rights
Agreement between Seller and the Company to Purchasers, (iii) upon confirmation
of receipt of the items noted in (i) by Xxxxxx Xxxxxxxx & Markiles, LLP, the
Purchasers shall deliver the Purchase Price by wire transfer of immediately
available funds to the account designated in Exhibit B, and (iv)
Seller and Landbank, LLC shall deliver to Purchasers any and all promissory
notes evidencing the Debt, endorsed for transfer to the Purchaser(s), an
assignment of debt (in the form attached as Exhibit D)
transferring and assigning all Debt to the Purchasers.
2. REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller represents and warrants to
Purchasers that:
2.1 Organization. Seller
is a limited liability company duly organized and validly existing under the
laws of the State of Delaware and is in good standing under such
laws. Landbank, LLC is a limited liability company duly organized and
validly existing under the laws of the State of California and is in good
standing under such laws. Company is a corporation duly organized and
validly existing under the laws of the State of Delaware and is in good standing
under such laws. Each of Seller, Landbank, LLC and Company has the
requisite corporate power to own and operate its properties and assets, and to
carry on its business as presently conducted. Company is qualified to
do business as a foreign corporation in each jurisdiction in which the ownership
of its property or the nature of its business requires such qualification,
except where the failure to be so qualified would not reasonably be expected to
have a material adverse effect on the business, assets, liabilities, operations
or conditions (financial or otherwise) of Company and its subsidiaries, taken as
a whole (a “Material Adverse
Effect”). Purchasers acknowledge that Company has no business
or operations.
2.2 Authorization. Each
of Seller, Landbank, LLC and Company has taken all corporate action necessary
for the authorization, execution, delivery and performance of this Agreement and
the sale and delivery of the Shares and the Debt. This Agreement
constitutes the legal, valid, and binding obligation of each of Seller and
Company enforceable in accordance with its terms, except to the extent limited
by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws of general application related to the enforcement of creditors’ rights
generally and (b) general principles of equity, and except that enforcement of
rights to indemnification contained herein may be limited by applicable federal
or state laws or the public policy underlying such laws, regardless of whether
enforcement is considered in a proceeding in equity or at law.
2.3 No
Conflict. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
conflict with, or result in any violation of, or default under (with or without
notice or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any obligation or to a loss of a material
benefit under any provision of, Company’s Amended and Restated Certificate of
Incorporation or Bylaws, as amended, Seller’s Certificate of Formation or
Operating Agreement, as amended, Landbank, LLC’s Articles of Organization or
Operating Agreement, as amended, or any mortgage, indenture, lease or other
agreement or instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to
Company, Seller or Landbank, LLC or any of their properties or
assets.
2.4 Capitalization. (a)
The authorized capital stock of Company consists solely of (i) 2,000,000,000
shares of Common Stock, of which 89,239,920 shares are issued and outstanding,
and (ii) zero shares of preferred stock, par value $0.0001 per share, none of
which are issued and outstanding. All of the issued and outstanding
shares of Common Stock, including the Shares, have been duly authorized and
validly issued and are fully paid and nonassessable and are not subject to any
preemptive rights.
(b) Except
for certain options, all of which have been cancelled, the Company has not
issued or granted any outstanding options, warrants, rights or other securities
convertible into or exchangeable or exercisable for shares of Company’s capital
stock, any other commitments or agreements providing for the issuance of
additional shares of Company’s capital stock, the sale of treasury shares or for
the repurchase or redemption of shares of Company’s capital stock or any
obligations arising from canceled stock of Company. Except for the
Registration Rights Agreement between Seller and the Company, there are no
agreements of any kind which may obligate Company to issue, purchase, register
for sale or re-sale, redeem or otherwise acquire any of its securities or
interests. The sale of the Shares will not give rise to any
preemptive rights or rights of first refusal on behalf of any person in
existence on the date hereof. There are no outstanding or authorized
stock appreciation, phantom stock or similar rights with respect to Company.
There are no outstanding securities of Company, or contracts binding on Company
relating to such securities, that give to their holders anti-dilution
protections or similar rights. The issuance of the Shares will not give any
other holder of Company’s securities the right to receive as a result of such
issuance any additional securities or property or change any material rights
enjoyed with respect to such securities.
(c) There
are no voting trusts, stockholder agreements, proxies or other agreements in
effect with respect to the voting or transfer of the Shares known to the
Company.
(d)
Landbank, LLC is a wholly-owned subsidiary of Seller.
2.5 Compliance With Securities
Laws. Subject to and in reliance on the truth and accuracy of
Purchasers’ representations and warranties set forth in this Agreement, the
offer and sale of the Shares is exempt from the registration requirements of the
Securities Act and any applicable state securities laws and neither Company nor
any authorized agent acting on its behalf will take any action hereafter that
would cause the loss of such exemption.
2.6 SEC
Documents. Company has timely filed all required reports,
schedules, forms, statements and other documents with the Securities and
Exchange Commission (the “SEC”)
since December 31, 2008 (the “SEC
Documents”). As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act or
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as the case may be, and the rules and regulations of the SEC
promulgated thereunder, and, except to the extent that information contained in
any SEC Document has been revised or superseded by a later document filed with
the SEC and made publicly available prior to the date of this Agreement, none of
the SEC Documents contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Company’s financial statements included in the
SEC Documents comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”)
applied on a consistent basis during the periods involved and fairly present the
consolidated financial position of Company and its consolidated subsidiaries as
of the dates thereof and the consolidated results of their operation and
cashflows for the periods then ending in accordance with GAAP (subject, in the
case of the unaudited statements, to normal year-end audit adjustments and the
absence of footnotes). Except as disclosed in financial statements
included in the SEC Documents, neither Company nor any of its subsidiaries has
any liabilities or obligations of any nature (whether accrued, absolute,
contingent or otherwise) required by GAAP to be set forth on a consolidated
balance sheet of Company and its consolidated subsidiaries or in the notes
thereto and which would reasonably be expected to have a Material Adverse
Effect.
2.7 Absence of Certain Changes
or Events. Since the date of Company’s Quarterly Report on
Form 10-Q filed on August 6, 2009, which contains unaudited financial statements
of Company prepared in accordance with the requirements of Form 10-Q, (a)
Company has conducted its business in the ordinary course and (b) there has not
been any action taken and there has not been any event which would require
Company to amend or supplement any of the SEC Documents or to file a Current
Report on Form 8-K. Schedule 2.7 sets
forth (i) the aggregate accounts payable, liabilities and other obligations of
Company expected to be accrued through October 5, 2009, and (ii) the aggregate
accounts payable, liabilities and other obligations of Company not expected to
be accrued through October 5, 2009 but known to Company (including to any
director, officer or employee of Company). Schedule 2.7, and
shall be updated on and as of the Closing Date by mutual agreement of the
parties.
2.8 Governmental and Like
Consents. No consent, approval or authorization of or
designation, declaration or filing with any governmental authority on the part
of Company or Seller is required in connection with the valid execution and
delivery of this Agreement, the offer or sale of the Shares or the consummation
of any other transaction contemplated hereby, except such filings as may be
required to be made with the SEC, the Over-the-Counter Bulletin Board or under
applicable state securities laws.
2.9 Litigation. Except
as disclosed in the SEC Documents, there is no suit, action, or proceeding
pending or affecting Seller or Company or any of its subsidiaries that,
individually or in the aggregate, would reasonably be expected to (a) have a
Material Adverse Effect, (b) impair Seller’s or Company’s ability to perform its
obligations under this Agreement or (c) prevent the consummation of any of the
transactions contemplated by this Agreement, nor is there any judgment, decree,
injunction, rule or order of any governmental entity or arbitrator outstanding
against Seller or Company or any of its subsidiaries having, or which, insofar
as reasonably can be foreseen in the future have, any such effect.
3. REPRESENTATIONS
AND WARRANTIES OF PURCHASERS
Each
Purchaser hereby severally, but not jointly, represents and warrants to Seller
and the other Purchaser as follows:
3.1 Organization. Such
Purchaser is duly organized and validly existing under the laws of the
jurisdiction of its incorporation, with all requisite corporate power and
authority to own, lease and operate their properties and to conduct their
business as presently conducted.
3.2 Authority. Such
Purchaser has taken all corporate action necessary for the authorization,
execution, delivery and performance of this Agreement. This Agreement
has been duly executed and delivered by such Purchaser and constitutes the
legal, valid and binding obligation of such Purchaser, enforceable in accordance
with its terms, except to the extent limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
related to the enforcement of creditors’ rights generally and (b) general
principles of equity, and except that enforcement of rights to indemnification
contained herein may be limited by applicable federal or state laws or the
public policy underlying such laws, regardless of whether enforcement is
considered in a proceeding in equity or at law.
3.3 Investment. Such
Purchaser is acquiring the Shares for investment for its own account, not as a
nominee or agent, and not with a view to, or for resale in connection with, any
distribution thereof. Such Purchaser understands that the Shares have
not been registered under the Securities Act and are being issued pursuant to an
exemption from the registration requirements of the Securities Act.
3.4 Accredited Investor
Status. Such Purchaser is an “accredited investor” within the
meaning of Regulation D promulgated under the Securities Act and is (a) fully
capable of evaluating the risks and merits associated with the execution of this
Agreement and the purchase of the Shares, without qualification, and (b) able to
bear the economic risk of its investment in the Shares, hold the Shares for an
indefinite period of time and afford a complete loss of its
investment.
3.5 Restricted
Securities. Such Purchaser understand that the Shares
are restricted securities under the Securities Act and that under the Securities
Act and applicable regulations promulgated thereunder the Shares may be resold
without registration under the Securities Act only in certain limited
circumstances. Purchasers are familiar with Rule 144 promulgated
by the SEC, as presently in effect, and understand the resale limitations
imposed thereby and by the Securities Act.
3.6 Adverse Claims. Such
Purchaser (nor any of its principal stockholders or directors or executive
officers) has never been party to (a) any adverse action brought by the
Securities and Exchange Commission or any similar state agency; (b) any material
criminal proceeding regarding the purchase or sale of securities or other
crimes, excluding only misdemeanor crimes; or (c) filed bankruptcy proceedings
within the past five years.
4. CONDITIONS
PRECEDENT TO CLOSING
4.1 Conditions to Obligations of
Purchasers. Purchasers’ obligation to purchase the Shares
pursuant to this Agreement is subject to the satisfaction or waiver, at or prior
to the Closing Date, of each of the following conditions:
(a) Representations and
Warranties. The representations and warranties of Seller under Section 2 of this
Agreement shall be true, complete and correct on and as of the Closing Date,
with the same effect as though such representations and warranties had been made
on and as of such date, and Seller shall have certified to such effect to
Purchasers in writing.
(b) No Order
Pending. There shall be no order, ruling, judgment or decree
in effect, including of any regulatory agency, which would enjoin or prohibit
the transactions contemplated hereby.
(c) Delivery of Transfer Documents.
Seller and/or Landbank, LLC shall have delivered (i) a stock certificate or
stock certificates representing the Shares medallion guaranteed and endorsed for
transfer to the Purchaser(s) and two separate Stock Power Separate From
Certificate (in the form attached as Exhibit C hereto)
transferring and assigning to each Purchaser that number of Shares as noted on
Exhibit A, (ii)
an assignment all of Seller’s rights under the Registration Rights Agreement
between Seller and the Company, executed by the Company and Seller, and (iii)
any and all promissory notes evidencing the Debt, endorsed for transfer to the
Purchaser(s) and an assignment of debt (in the form attached as Exhibit D)
transferring all Debt to the Purchasers.
(d) Agreements, Conditions and
Covenants. Seller shall have performed or complied in all
respects with all agreements, conditions and covenants required by this
Agreement to be performed or complied with by it on or before the Closing
Date.
(e) Company
Operations. Company shall have performed or complied in all
respects with the following conditions and convenants:
(i) Company
shall have operated its business, if any, prior to the Closing in the normal and
ordinary course consistent with past practices, and hereby agrees to take all
necessary steps to ensure that Company does not incur any material
liabilities.
(ii) Company
shall have provide Purchasers and their representatives with access to financial
and other information relating to Company as may be reasonably necessary in
order for Purchasers to make informed decisions as to the viability of the
business arrangements contemplated herein.
(iii) Between
the date hereof and 11:59 p.m. (Pacific Daylight Time) on October 5, 2009, or
such earlier or later time and date as Purchasers and Seller mutually agree in
writing to the termination hereof (the “Expiration
Date”), neither Company nor any of its officers, directors, employees,
agents, advisors or controlled affiliates nor Seller shall have taken any action
to solicit, initiate, seek, encourage or support any inquiry, proposal or offer
from, furnish any information to, or participate in any discussions and/or
negotiations with, any corporation, partnership, person or other entity or group
(an “Entity”)
(other than discussions with Purchasers) regarding any acquisition of Company,
any merger or consolidation or any similar transaction with or involving
Company, or any acquisition of any material portion of the stock or assets of
Company (each, a “Competing
Transaction”). Any such negotiations (other than negotiations
with Purchasers) which were in progress as of the date hereof will have been
terminated or suspended during such period.
(iv) The
foregoing subsection (iii) shall not prohibit the Company’s Board of Directors
may furnish information to, and enter into discussions and/or negotiations with,
any Entity who makes (and does not withdraw) an unsolicited, written proposal or
offer regarding a Competing Transaction if: (1) Company’s Board of
Directors has concluded in good faith, after consultation with its outside legal
counsel, that such action is required in order for Company’s Board of Directors
to comply with its fiduciary obligations to Company’s stockholders under
applicable law; (2) (x) at least one (1) business day prior to
furnishing any such information to, or entering into discussions and/or
negotiations with, such Entity, Company gives Purchasers written notice of
Company’s intention to furnish information to, or enter into discussions and/or
negotiations with, such Entity, and (y) Company receives from such Entity an
executed confidentiality agreement; and (3) contemporaneously with
furnishing any such information to such Entity, Company furnishes such
information to Purchasers (to the extent such information has not been
previously furnished by Company to Purchasers). Company will have
notified Purchasers promptly, and in any event within one (1) business day,
after receipt by Company (or any of its officers, directors, employees, agents,
advisors or controlled affiliates) of any proposal or offer for, or inquiry
respecting, any Competing Transaction or any request for information in
connection with such a proposal, offer or inquiry, or for access to the
properties, books or records of Company by any Entity that informs Company that
it is considering making, or has made, such a proposal, offer or
inquiry. Such notice to Purchasers must have indicated in reasonable
detail the identity of the Entity making such proposal, offer or inquiry and the
terms and conditions of such proposal, offer or inquiry. Thereafter
Company shall have provided Purchasers as promptly as practicable oral and
written notice setting forth all such information as is reasonably necessary to
keep Purchasers informed in all material respects of the status and details
(including material amendments or proposed material amendments) of any such
proposal, offer, inquiry or request. In no event will Company have
entered into an agreement (other than a confidentiality agreement as provided
above) concerning any such Competing Transaction prior to the Expiration
Date.
(e) Other Closing
Conditions. The following closing conditions must also have
been satisfied, or otherwise waived by Purchasers:
(i) Company
shall have obtained and delivered to Purchasers a Form 8-K announcing a change
in control to be filed following the Closing;
(ii) Company
shall have no liabilities exceeding schedule 2.7;
(iii) Company
shall have no outstanding unresolved SEC issues;
(iv) Company
shall have no operating business;
(v) Company
shall have had no disagreements with its independent auditors or legal counsel;
and
(vi) Company
shall have no liens, security interests, encumbrances or other obligations on or
in respect of any of its property or assets and shall cause all existing UCC
financial statements to have been terminated.
4.2 Conditions to Obligations of
Seller and Landbank, LLC. The obligation of Seller and
Landbank, LLC to sell and transfer the Shares and Debt pursuant to this
Agreement is subject to the satisfaction or waiver at or prior to the Closing
Date of the following conditions:
(a) Representations and
Warranties. The representations and warranties of Purchasers under Section 3 of this
Agreement shall be true, complete and correct on and as of the Closing Date,
with the same effect as though such representations and warranties had been made
on and as of such date.
(b) No Order
Pending. There shall be no order, ruling, judgment or decree
in effect, including of any regulatory agency, which would enjoin or prohibit
the transactions contemplated hereby.
(c) Agreements, Conditions and
Covenants. Purchasers shall have performed or complied in all
respects with all agreements, conditions and covenants required by this
Agreement to be formed or complied with by it on or before the Closing
Date.
5. COVENANTS
5.1 The
parties will use their reasonable best efforts to complete the transactions
contemplated hereby no later than October 2, 2009. At Closing, the
parties will deliver such documentation as may be reasonably requested by the
other party’s counsel to effect the transactions contemplated
herein.
5.2 The
directors of Company prior to the Closing will compromise and settle all amounts
of any kind due and owing to them by Company for any reason whatsoever, without
qualification, through and including the Closing Date, and Company’s Interim
President shall have certified to such effect, and shall have provided written
evidence thereof, to Purchasers in writing.
6. TERMINATION
6.1 Termination. This
Agreement may be terminated only as follows:
(a) at
any time by mutual agreement of Seller and Purchasers; or
(b) by
Purchasers, by providing written notice to Company at any time (i) after the
Expiration Date, if the Closing shall not have occurred on or before that date,
so long as Purchasers are not then in material breach of its obligations
hereunder, or (ii) if Seller shall have materially breached its obligations
under this Agreement and shall have failed to cure such breach within ten (10)
days following written notice thereof, or (iii) if, on or before the Expiration
Date, Seller shall have communicated to Purchasers (whether in writing or
otherwise) its intention to enter into a Competing Transaction; or
(c) by
Seller, by providing written notice to Purchasers (i) after the Expiration Date,
if the Closing shall not have occurred on or before that date, so long as Seller
is not then in material breach of its obligations hereunder, or (ii) if
Purchasers shall have materially breached its obligations under this Agreement
and shall have failed to cure such breach within ten (10) days following written
notice thereof, or (iii) at any time on or before the Expiration Date, by
providing written notice to Purchasers of its intention to enter into a
Competing Transaction.
6.2 Effect of
Termination. In the event of termination of this Agreement by
either Company or Purchasers as provided in Section 6.1, this
Agreement will forthwith become null and void and there will be no liability or
obligations on the part of Seller, on the one hand, or Purchasers, on the other
hand, or any of their respective affiliates, officers, directors or
shareholders.
7. MISCELLANEOUS
7.1 Representations and
Warranties. The representations and warranties of Seller and Purchasers
shall not survive beyond the Closing.
7.2 Waiver,
Amendment. Neither this Agreement nor any provisions hereof
shall be waived, modified, changed, discharged or terminated except by an
instrument in writing signed by the party against whom any waiver, modification,
change, discharge or termination is sought.
7.3 Assignability. Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by either Company or Purchasers, without
the prior written consent of each other party.
7.4 Section and Other
Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.5 Governing
Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, without regard
to principles of conflicts of laws thereof.
7.6 Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
together shall be deemed to be one and the same agreement.
7.7 Notices. All
notices and other communications provided for herein shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
registered or certified mail, return receipt requested, postage
prepaid:
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(a)
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if
to Purchasers:
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Woodman
Management Corporation
0000
Xxxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxx Xxxx, XX 00000
Attn: Xxxxx
Xxxxxx
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|
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Europa
International, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx 00xx
Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx
Xxxxx
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(b)
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if
to Seller:
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Landbank
Acquisition LLC
0000 Xxxxxxxxxxx Xxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxx
Xxxxxx
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7.9 Binding
Effect. The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, permitted successors and assigns.
IN
WITNESS WHEREOF, Seller and Purchasers have executed this Agreement as of the
date first written above.
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Landbank
Acquisition LLC
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|||
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By:
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/s/ Xxxx Xxxxxxx
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||
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Name:
Xxxx Xxxxxxx
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|||
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Title:
Member
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|||
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By:
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/s/ Xxxx Xxxxxx
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||
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Name:
Xxxx Xxxxxx
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|||
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Title:
Member
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Landbank,
LLC
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|||
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By:
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Landbank
Acquisition LLC
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||
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By:
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/s/ Xxxx Xxxxxxx
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||
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Name:
Xxxx Xxxxxxx
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|||
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Title:
Member
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|||
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By:
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/s/ Xxxx Xxxxxx
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||
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Name:
Xxxx Xxxxxx
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|||
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Title:
Member
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WOODMAN
MANAGEMENT CORPORATION
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By:
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/s/ Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
President
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EUROPA
INTERNATIONAL, INC.
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By:
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/s/ Xxxx Xxxxx
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||
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Name:
Xxxx Xxxxx
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Xxxxx
Capital Management
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Investment
Manager for Europa Int’l, Inc.
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Exhibit A
Purchasers
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Shares
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Notes1
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Related Party Liability2
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||||||||||
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Woodman
Management
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||||||||||||
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Corporation
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39,655,628 | 250,000 | $ | 168,259 | ||||||||
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Europa
International, Inc.
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39,655,628 | 250,000 | $ | 168,259 | ||||||||
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Total
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39,655,628 | $ | 500,000 | $ | 336,518 | |||||||
1) On
December 31, 2007, the Company executed a Demand Promissory Note (the “Note”)
payable to Seller in the principal amount of $500,000 with simple interest on
the unpaid principal from the date of the note at the rate of eight percent (8%)
per annum. The Note is due on demand. At Closing, the
Note shall be assigned by Seller to Purchasers in accordance with the allocated
principal amounts shown above. Each Purchaser shall also acquire the
right to receive a pro rata amount of all accrued but unpaid
interest.
2)
Represents amount of expenses incurred by Landbank, LLC, a wholly-owned
subsidiary of the Company, since January 1, 2008 and owed to Landbank, LLC by
the Company. This amount will be represented by a Revolving
Promissory Note at the Closing (the “Revolving Note”). The Revolving Note shall
be assigned by Landbank, LLC to Purchasers in accordance with the allocated
principal amounts shown above.
