ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 12, 2009 BY AND AMONG MINATURA GOLD (MGOL), a Nevada corporation, BOATATOPIA Sub Co (SUB CO), a Nevada corporation AND GOLD RESOURCE PARTNERS, LLC (GRP), a Nevada limited liability company

Exhibit 2.1
 

ACQUISITION AGREEMENT AND PLAN OF MERGER

DATED AS OF JUNE 12, 2009

BY AND AMONG

MINATURA GOLD (MGOL), a Nevada corporation,

BOATATOPIA Sub Co (SUB CO), a Nevada corporation

AND

GOLD RESOURCE PARTNERS, LLC (GRP), a Nevada limited liability company
 
 
 


 
 
 


TABLE OF CONTENTS

ARTICLE 1. The Merger
1
  
Section 1.1. The Merger
1
  
Section 1.2. Effective Time
1
  
Section 1.3. Closing of the Merger
2
  
Section 1.4. Effects of the Merger
2
  
Section 1.5. Articles of Incorporation; Bylaws
2
  
Section 1.6. Board of Directors and Officers
2
  
Section 1.7. Conversion of Membership Interest
3
  
Section 1.8. Exchange of Certificates
4
  
Section 1.9. Membership Interests Options
5
  
Section 1.10. Warrants
6
  
Section 1.11. Cancellation of MGOL Shares
6
  
Section 1.12. Taking of Necessary Action; Further Action
6
  
   
ARTICLE 2. Representations and Warranties of MGOL
6
  
Section 2.1. Organization and Qualification
6
  
Section 2.2. Capitalization of MGOL
7
  
Section 2.3.Authority Relative to this Agreement; Recommendations
8
  
Section 2.4. SEC Reports; Financial Statements
8
  
Section 2.5. Information Supplied
9
  
Section 2.6. Consents and Approvals; No Violations
9
  
Section 2.7. No Default
10
  
Section 2.8. No Undisclosed Liabilities; Absence of Changes
11
  
Section 2.9. Litigation
11
  
Section 2.10. Compliance with Applicable Law
11
  
Section 2.11. Employee Benefit Plans; Labor Matters
12
  
Section 2.12. Environmental Laws and Regulations
13
  
Section 2.13. Tax Matters
14
  
Section 2.14. Title To Property
15
  
Section 2.15. Intellectual Property
15
  
Section 2.16. Insurance
15
  
Section 2.17. Vote Required
15
  
Section 2.18. Tax Treatment
16
  
Section 2.19. Affiliates
16
  
Section 2.20. Certain Business Practices
16
  
Section 2.21. Insider Interests
16
  
Section 2.22. Opinion of Financial Adviser
16
  
Section 2.23. Brokers
16
  
Section 2.24. Disclosure
16
  
Section 2.25. No Existing Discussion
16
  
Section 2.26. Material Contracts
16
  
   
ARTICLE 3. Representations and Warranties of GRP.
18
  
Section 3.1. Organization and Qualification
18
  
Section 3.2. Capitalization of GRP
18
  
Section 3.3.Authority Relative to this Agreement; Recommenda­tion
19
  
Section 3.4. SEC Reports; Financial Statements
20
  
Section 3.5. Information Supplied
20
  
Section 3.6. Consents and Approvals; No Violations
20
  
Section 3.7. No Default
20
  
Section 3.8 No Undisclosed Liabilities; Absence of Changes
21
  
Section 3.9. Litigation
21
  
Section 3.10. Compliance with Applicable Law
21
  
Section 3.11. Employee Benefit Plans; Labor Matters
22
  
Section 3.12. Environmental Laws and Regulations
23
  
Section 3.13. Tax Matters
24
  
Section 3.14. Title to Property
24
  
Section 3.15. Intellectual Property
24
  
Section 3.16. Insurance
25
  
Section 3.17. Vote Required
25
  
Section 3.18. Tax Treatment
25
  
Section 3.19. Affiliates
25
  
Section 3.20. Certain Business Practices
25
  
Section 3.21. Insider Interests
25
  
Section 3.22. Opinion of Financial Adviser
25
  
Section 3.23. Brokers
25
  
Section 3.24. Disclosure
26
  
Section 3.25. No Existing Discussions
26
  
Section 3.26. Material Contracts
26
  
   
ARTICLE 4. Covenants
27
  
Section 4.1. Conduct of Business of MGOL
27
  
Section 4.2. Conduct of Business of GRP
29
  
Section 4.3. Preparation of 8-K
31
  
Section 4.4. Other Potential Acquirers
31
  
Section 4.5. Meetings of Stockholders and Members
32
  
Section 4.6. FINRA OTC:BB Listing
32
  
Section 4.7. Access to Information
32
  
Section 4.8. Additional Agreements; Reasonable Efforts
33
  
Section 4.9.Employee Benefits; Stock Option and Employee Purchase Plans
33
  
Section 4.10. Public Announcements
33
  
Section 4.11. Indemnification
33
  
Section 4.12. Notification of Certain Matters
35
  
   
ARTICLE 5. Conditions to Consummation of the Merger
35
  
Section 5.1. Conditions to Each Party’s Obligations to Effect the Merger
35
  
Section 5.2. Conditions to the Obligations of MGOL and SUB CO
36
  
Section 5.3. Conditions to the Obligations of GRP
37
  
   
ARTICLE 6. Termination; Amendment; Waiver
37
  
Section 6.1. Termination
37
  
Section 6.2. Effect of Termination
38
  
Section 6.3. Fees and Expenses
39
Section 6.4. Amendment
39
  
Section 6.5. Extension; Waiver
39
  
   
ARTICLE 7. Miscellaneous
39
  
Section 7.1. Non-survival of Representations and Warranties
39
  
Section 7.2. Entire Agreement; Assignment
39
  
Section 7.3. Validity
39
  
Section 7.4. Notices
39
  
Section 7.5. Governing Law
40
  
Section 7.6. Descriptive Headings
40
  
Section 7.7. Parties in Interest
41
  
Section 7.8. Certain Definitions
41
  
Section 7.9. Personal Liability
41
  
Section 7.10. Specific Performance
41
  
Section 7.11. Counterparts
42
  
Section 7.12. Conflict Waiver
42
  
   
   
Signatures
42
  




 
 
 

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”), dated as of June 12, 2009, is by and among Minatura Gold, a Nevada corporation (“MGOL”); Boatatopia Sub Co, a Nevada corporation (“SUB CO”) and wholly owned subsidiary of Minatura Gold; and Gold Resource Partners, LLC, a Nevada limited liability company (“GRP”); SUB CO and GRP being the constituent entities in the Merger.

Whereas, the Boards of Directors of MGOL, SUB CO and GRP each have, in light of and subject to the terms and conditions set forth herein, (i) determined that the Merger (as defined below) is fair to their respective stockholders and in the best interests of such stockholders and (ii) approved the Merger in accordance with this Agreement;

Whereas, this Agreement constitutes the entire, final and complete agreement between MGOL, SUB CO, and GRP and supersedes and replaces all prior or existing written and oral agreements, between MGOL, SUB CO, and GRP with respect to the subject matter hereof;

Whereas, for Federal income tax purposes, it is intended that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

Whereas, MGOL, SUB CO and GRP desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

Now, therefore, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, MGOL, SUB CO and GRP hereby agree as follows:

ARTICLE I

The Merger

Section 1.1. The Merger. At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Nevada (the “NGCL”), SUB CO shall be merged with and into GRP (the “Merger”), pursuant to NRS 92A.100. Following the Merger, GRP shall continue as the surviving entity (the “Surviving Entity”), shall continue to be governed by the laws of the jurisdiction of its incorporation or organization and the separate corporate existence of SUB CO shall cease. GRP shall continue its existence as a wholly owned subsidiary of MGOL.  The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Code as relates to the non-cash exchange of stock referenced herein.

Section 1.2. Effective Time. Subject to the terms and conditions set forth in this Agreement, a Certificate of Merger (the “Merger Certificate”) shall be duly executed and acknowledged by each of GRP, SUB CO and MGOL, and thereafter the Merger Certificate reflecting the Merger shall be delivered to the Secretary of State of the State of Nevada for filing pursuant to the NGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective on August 1, 2009, as set forth in the Merger Certificate (the time at which the Merger becomes effective shall be referred to herein as the “Effective Time”)or such other earlier time as the Parties can complete the terms and conditions as set forth herein.

1
Section 1.3. Closing of the Merger. The closing of the Merger (the “Closing”) will take place on August 1, 2009 upon satisfaction of the conditions set forth in Article 5 (the “Closing Date”), at the offices of ▇▇▇▇▇▇▇▇▇▇ Law Group, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto.

Section 1.4. Effects of the Merger. The Merger shall have the effects set forth in the NGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers of SUB CO shall vest in the Surviving Entity, and all debts, liabilities and duties of SUB CO shall become the debts, liabilities and duties of the Surviving Entity. Concurrently, GRP shall remain a wholly owned subsidiary of MGOL.

Section 1.5. Articles of Incorporation and Bylaws. The Articles of Organization and Operating Agreement of GRP in the respective forms delivered by GRP to MGOL prior to the date of this Agreement will remain in full force and effect and will be the Articles of Organization and Operating Agreement of the Surviving Entity.

Section 1.6. Board of Directors and Officers.

 
(a)
Board of Directors of SUB CO. At or prior to the Effective Time, MGOL agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of SUB CO to be one (1) person and (ii) to cause ▇▇▇▇ ▇▇▇▇,  (the “MGOL Designee”) to be elected as the sole director of SUB CO.

 
(b)
Board of Directors of MGOL. At or prior to the Effective Time, each of GRP and MGOL agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of MGOL to be at least one but possibly three (3) persons and (ii) to cause ▇▇▇▇ ▇▇▇▇, and two other board members (the “GRP Designee(s)”) to be elected as directors of MGOL. If the GRP Designee(s) shall decline or be unable to serve as a director prior to the Effective Time, GRP shall nominate other persons to serve in such persons’ stead, which persons shall be subject to approval of the other party. From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, the managing members of the Surviving Entity, shall remain as the managing members of the Surviving Entity. Additionally, prior to the Effective Time, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”), the existing Chief Executive Officer, and director of MGOL, and any other officer of MGOL, shall resign upon execution of this Agreement, and pursuant to the terms of the termination agreement (“Termination Agreement”) between ▇▇▇▇▇▇ and MGOL. Upon the resignation of ▇▇▇▇▇▇, until successors are duly elected or appointed and qualified in accordance with applicable law, ▇▇▇▇ ▇▇▇▇ shall be Chief Executive Officer, President, Secretary and Treasurer of MGOL.

2
Section 1.7. Conversion of Membership Interest.

 
(a)
At the Effective Time, each membership interest of GRP (“Membership Interest”) (individually a "GRP Membership Interest" and collectively, the "GRP Membership Interests ") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, MGOL, or the holder thereof, be converted into and shall become fully paid and nonassessable MGOL common shares determined by dividing (i) Ten Million Two Hundred Fifty-eight Thousand, Eight Hundred Twenty-One (10,258,821), by (ii) the total number of Membership Interests of GRP, One Hundred Twelve Million (112,000,000) outstanding Membership Interests immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more Membership Interests of GRP shall be entitled to receive in exchange therefore a number of shares of MGOL Common Stock equal to the product of (x) (the number of Membership Interests of GRP (112,000,000)), times (y) (the Exchange Ratio. By way of example, 10,258,821 / 112,000,000 = .0916 (the Exchange Ratio). The number of Membership Interests of GRP held by a member (assume 100,000 Membership Interests) times the Exchange Ratio of .0916 equals 9,160 shares of MGOL Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of MGOL Common Stock or GRP Membership Interests are changed into a different number of Membership Interests or Shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of MGOL Common Stock into which each share of GRP Common Stock will be converted as a result of the Merger will be adjusted appropriately.

 
(b)
GRP hereby acknowledges that (i) the MGOL Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the MGOL Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect:

3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

 
(c)
At the Effective Time, each GRP Membereship Interest held in the treasury of GRP, by GRP immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, SUB CO or MGOL be canceled, retired and cease to exist and no payment shall be made with respect thereto.

Section 1.8. Exchange of Certificates.

 
(a)
Prior to the Effective Time, MGOL shall enter into an agreement with, and shall deposit with, ▇▇▇▇▇▇▇▇▇▇ Law Group or such other agent or agents as may be satisfactory to MGOL and GRP (the “Exchange Agent”), for the benefit of the holders of GRP Membership Interests, for exchange through the Exchange Agent in accordance with this Article I: certificates representing the appropriate number of MGOL Shares to be issued to holders of GRP Membership Interests issuable pursuant to Section 1.7 in exchange for outstanding GRP Membership Interests.

 
(b)
As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding GRP Membership Interests (the “Certificates”) whose Membership Interest were converted into the right to receive MGOL Shares pursuant to Section 1.7: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as GRP and MGOL may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing MGOL Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole MGOL Shares and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of GRP Membership Interests which are not registered in the transfer records of GRP, a certificate representing the proper number of MGOL Shares may be issued to a transferee if the Certificate representing such GRP Membership Interests is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or MGOL to evidence and effect such transfer and by evidence that any applicable Membership Interest transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing MGOL Shares as contemplated by this Section 1.8.

4
 
(c)
No dividends or other distributions declared or made after the Effective Time with respect to MGOL Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the MGOL Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate.

 
(d)
In the event that any Certificate for GRP Membership Interests or MGOL Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof such MGOL Shares and cash in lieu of fractional MGOL Shares, if any, as may be required pursuant to this Agreement; provided, however, that MGOL or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity.

 
(e)
All MGOL Shares issued upon the surrender for exchange of GRP Membership Interests in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such GRP Membership Interests. There shall be no further registration of transfers on the stock transfer books of either of GRP or MGOL of the GRP Membership Interests or MGOL Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to MGOL for any reason, they shall be canceled and exchanged as provided in this Article I.

 
(f)
No fractional MGOL Shares shall be issued in the Merger, but in lieu thereof each holder of GRP Membership Interests otherwise entitled to a fractional MGOL Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

Section 1.9. Membership Interest Options. At the Effective Time, each outstanding option to purchase GRP Membership Interests, if any (a “GRP Membership Interest Option” or collectively, “GRP Membership Interest Options”) issued pursuant to any GRP Membership Interest Option Plan or GRP Long Term Incentive Plan, if any, whether vested or unvested, shall be cancelled.

5
Section 1.10. Warrants. At the Effective Time, each outstanding warrant to purchase GRP Membership Interests, if any (a “GRP Warrant” or collectively, “GRP Warrants”) issued and pursuant to any GRP Warrant Agreement as disclosed in Schedule 3.2 shall convert to the right to receive replacement MGOL Warrants, adjusted to reflect the proportionate reduction in number of shares as set forth in section 1.7 above. The Exercise Price per GRP Warrant in effect at the time of the record date for the determination of Members entitled to receive Membership Interests pursuant to section 1.7 shall be adjusted so that it shall equal the price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of Membership Interests outstanding immediately prior to such action, and the denominator of which shall be the number of Membership Interests outstanding after giving effect to such action.  Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable.
 
Section  1.11.  Cancellation of MGOL Shares. Concurrent with the closing of the Merger, the 7,500,000 shares of restricted common stock held by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will be cancelled. Additionally, concurrent with closing, 1,000,000 shares of restricted common stock held by ▇▇▇▇▇▇▇▇▇▇ Law Group will be cancelled.

Section 1.12. Taking of Necessary Action; Further Action. If, at any time after the Effective Time, GRP or MGOL reasonably determines that any deeds, assignments, or instruments or confirmations of transfer are necessary or desirable to carry out the purposes of this Agreement and to vest MGOL with full right, title and possession to all assets, property, rights, privileges, powers and franchises of GRP, the officers and directors of MGOL and GRP are fully authorized in the name of their respective entities or otherwise to take, and will take, all such lawful and necessary or desirable action. It is anticipated by GRP and MGOL that upon completion of the Post Closing Conditions as set forth in the attached Post Closing Conditions Schedule, that GRP will maintain title to any and all entities set forth in the Post Closing Conditions Schedule, as subsidiaries of GRP.

ARTICLE 2

Representations and Warranties of MGOL

Except as set forth on the Disclosure Schedule delivered by MGOL and SUB CO to GRP (the “MGOL Disclosure Schedule”), MGOL and SUB CO hereby represent and warrant to GRP as follows:

Section 2.1. Organization and Qualification.

 
(a)
Each of MGOL and SUB CO is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on MGOL. When used in connection with MGOL, the term “Material Adverse Effect” means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of MGOL, other than any change or effect arising out of general economic conditions unrelated to any business in which MGOL is engaged, or (ii) that may impair the ability of MGOL to perform its obligations hereunder or to consummate the transactions contemplated hereby.

6
 
(b)
MGOL has heretofore delivered to GRP accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of MGOL. Except as set forth on Schedule 2.1 of the MGOL Disclosure Schedule, MGOL is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on MGOL.

Section 2.2. Capitalization of MGOL.

 
(a)
The authorized capital stock of MGOL consists of: (i) One Billion (1,000,000,000) MGOL Common Shares, par value $0.001 per share, of which, as of March 31, 2009, approximately 14,000,000 MGOL Shares were issued and outstanding; and (ii) Ten Million (10,000,000) MGOL Preferred Shared, par value $0.001 per share, were authorized, of which no Preferred Shares were issued. The authorized capital stock of SUB CO consists of One Million (1,000,000) shares of common stock ("SUB CO Shares"), of which, as of the date of this Agreement, One thousand (1,000) shares were issued and outstanding.  All of the outstanding MGOL Shares and SUB CO Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of MGOL or SUB CO, (ii) securities of MGOL convertible into or exchangeable for shares of capital stock or voting securities of MGOL or SUB CO, (iii) options or other rights to acquire from MGOL or SUB CO and, except as described in the MGOL SEC Reports (as defined below), no obligations of MGOL or SUB CO to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MGOL or SUB CO, and (iv) equity equivalents, interests in the ownership or earnings of MGOL or SUB CO or other similar rights (collectively, “MGOL Securities”). As of the date hereof, except as set forth on Schedule 2.2(a) of the MGOL Disclosure Schedule there are no outstanding obligations of MGOL or its subsidiaries to repurchase, redeem or otherwise acquire any MGOL Securities or stockholder agreements, voting trusts or other agreements or understandings to which MGOL is a party or by which it is bound relating to the voting or registration of any shares of capital stock of MGOL. For purposes of this Agreement, ‘‘Lien” means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

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(b)
The MGOL Shares constitute the only class of equity securities of MGOL registered under the Exchange Act.

 
(c)
Other than its 100% ownership of SUB CO, MGOL does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity, other than as specifically disclosed in the disclosure documents.

Section 2.3. Authority Relative to this Agreement; Recommendation.

 
(a)
MGOL and SUB CO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of MGOL (the “MGOL Board”) and the Board of Directors of SUB CO and no other corporate proceedings on the part of MGOL or SUB CO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding SUB CO Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding MGOL Shares. This Agreement has been duly and validly executed and delivered by MGOL and SUB CO and constitutes a valid, legal and binding agreement of MGOL and SUB CO, enforceable against MGOL and SUB CO in accordance with its terms.

 
(b)
The MGOL Board has resolved to recommend that MGOL, and the sole stockholder of SUB CO, approve and adopt this Agreement. Additionally, the two stockholders holding a majority of MGOL shares have agreed to approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

8
Section 2.4. SEC Reports; Financial Statements.

 
(a)
MGOL has filed all required forms, reports and documents with the Securities and Exchange Commission (the “SEC”) from the Company’s inception through the period ended March 31, 2009, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), each as in effect on the dates such forms, reports and documents were filed. MGOL has heretofore delivered or promptly will deliver prior to the Effective Date to GRP, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Annual Report on Form 10-K for the year ended December 31, 2008, (ii) its Quarterly Report on Form 10-Q for the period ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all definitive proxy statements relating to MGOL’s meetings of stockholders (whether annual or special) held since December 31, 2007, if any, and (iv) all other reports or registration statements filed by MGOL with the SEC since December 31, 2007. None of such MGOL SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of MGOL included in the MGOL SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of MGOL as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the MGOL SEC Reports have been so filed.

 
(b)
MGOL has heretofore made available or promptly will make available to GRP a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by MGOL with the SEC pursuant to the Exchange Act.

Section 2.5. Information Supplied. None of the information supplied or to be supplied by MGOL for inclusion or incorporation by reference in connection with the Merger will at the date filed with the SEC and made available to stockholders of MGOL, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 2.6. Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1916, as amended (the ‘‘HSR Act’’), the rules of the Financial Industry Regulatory Authority (“FINRA”), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the MGOL Disclosure Schedule no filing with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the execution and delivery by MGOL and SUB CO of this Agreement or the consummation by MGOL and SUB CO of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on MGOL or SUB CO.

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Except as set forth in Section 2.6 of the MGOL Disclosure Schedule, neither the execution, delivery and performance of this Agreement by MGOL and SUB CO nor the consummation by MGOL or SUB CO of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of MGOL or SUB CO, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which MGOL is a party or by which any of its properties or assets may be bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to MGOL or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on MGOL or SUB CO.

Section 2.7. No Default. Except as set forth in Section 2.7 of the MGOL Disclosure Schedule, neither MGOL nor SUB CO is in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Articles of Incorporation or Bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which MGOL is now a party or by which any of its respective properties or assets may be bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to MGOL or any of its respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on MGOL or SUB CO. Except as set forth in Section 2.7 of the MGOL Disclosure Schedule, each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which MGOL is now a party or by which its respective properties or assets may be bound that is material to MGOL or SUB CO and that has not expired is in full force and effect and is not subject to any material default thereunder of which MGOL or SUB CO is aware by any party obligated to MGOL thereunder.

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Section 2.8. No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the MGOL Disclosure Schedule and except as and to the extent publicly disclosed by MGOL in the MGOL SEC Reports, as of March 31, 2009, MGOL does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of MGOL (including the notes thereto) or which would have a Material Adverse Effect on MGOL. Except as publicly disclosed by MGOL, since March 31, 2009, MGOL has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to MGOL having or which reasonably could be expected to have, a Material Adverse Effect on MGOL. Except as and to the extent publicly disclosed by MGOL in the MGOL SEC Reports and except as set forth in Section 2.8 of the MGOL Disclosure Schedule, since March 31, 2009, there has not been (i) any material change by MGOL in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by MGOL of any of its assets having a Material Adverse Effect on MGOL, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Section 2.9. Litigation. Except as publicly disclosed by MGOL in the MGOL SEC Reports, there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of MGOL, threatened against MGOL or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on MGOL or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as publicly disclosed by MGOL in the MGOL SEC Reports, MGOL is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future, could reasonably be expected to have a Material Adverse Effect on MGOL or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

Section 2.10. Compliance with Applicable Law. Except as publicly disclosed by MGOL in the MGOL SEC Reports, MGOL and SUB CO hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “MGOL Permits”), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on MGOL. Except as publicly disclosed by MGOL in the MGOL SEC Reports, MGOL is in compliance with the terms of the MGOL Permits, except where the failure to so comply would not have a Material Adverse Effect on MGOL. Except as publicly disclosed by MGOL in the MGOL SEC Reports, the business of MGOL is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws (as defined in Section 2.12 below) and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on MGOL. Except as publicly disclosed by MGOL in the MGOL SEC Reports, no investigation or review by any Governmental Entity with respect to MGOL is pending or, to the knowledge of MGOL, threatened, nor, to the knowledge of MGOL, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which MGOL reasonably believes will not have a Material Adverse Effect on MGOL.

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Section 2.11. Employee Benefit Plans; Labor Matters.

 
(a)
Except as set forth in Section 2.11(a) of the MGOL Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by MGOL or any entity required to be aggregated with MGOL pursuant to Section 414 of the Code (each, a “MGOL Employee Plan”), no event has occurred and to the knowledge of MGOL, no condition or set of circumstances exists in connection with which MGOL could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on MGOL.

 
(b)
(i) No MGOL Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each MGOL Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

 
(c)
Section 2.11(c) of the MGOL Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any MGOL Stock Options, together with the number of MGOL Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the MGOL Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. MGOL has furnished GRP with complete copies of the plans pursuant to which the MGOL Stock Options were issued. Other than the automatic vesting of MGOL Stock Options that may occur without any action on the part of MGOL or its officers or directors, MGOL has not taken any action that would result in any MGOL Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

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(d)
MGOL has made available to GRP (i) a description of the terms of employment and compensation arrangements of all officers of MGOL and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating MGOL to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of MGOL who have executed a non-competition agreement with MGOL and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of MGOL with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of MGOL with or relating to its employees which contain change in control provisions all of which are set forth in Section 2.11(d) of the MGOL Disclosure Schedule.

 
(e)
There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any MGOL Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

 
(f)
There are no controversies pending or, to the knowledge of MGOL, threatened, between MGOL and any of their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on MGOL. Neither MGOL nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by MGOL or any of its subsidiaries (and neither MGOL nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does MGOL know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. MGOL has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof, by or with respect to any of its employees.

Section 2.12. Environmental Laws and Regulations.

 
(a)
Except as publicly disclosed by MGOL in the MGOL SEC Reports, (i) MGOL is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, “Environmental Laws”), except for non-compliance that would not have a Material Adverse Effect on MGOL, which compliance includes, but is not limited to, the possession by MGOL of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) MGOL has not received written notice of, or, to the knowledge of MGOL, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an “Environmental Claim”) that could reasonably be expected to have a Material Adverse Effect on MGOL; and (iii) to the knowledge of MGOL, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

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(b)
Except as publicly disclosed by MGOL, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on MGOL that are pending or, to the knowledge of MGOL, threatened against MGOL or, to the knowledge of MGOL, against any person or entity whose liability for any Environmental Claim MGOL has or may have retained or assumed either contractually or by operation of law.

Section 2.13. Tax Matters.

 
(a)
Except as set forth in Section 2.13 of the MGOL Disclosure Schedule: (i) MGOL has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns (as defined herein) with respect to Taxes (as defined herein) of MGOL and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to MGOL have been paid in full or have been provided for in accordance with GAAP on MGOL’s most recent balance sheet which is part of the MGOL SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to MGOL; (iv) to the knowledge of MGOL none of the Tax Returns of or with respect to MGOL is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to MGOL which has not been abated or paid in full.

 
(b)
For purposes of this Agreement, (i) “Taxes” shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority and (ii) “Tax Return” shall mean any report, return, documents declaration or other information or filing required to be supplied to any taxing authority or jurisdiction with respect to Taxes.

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Section 2.14. Title to Property. MGOL has good and defensible title to all of its properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on MGOL; and, to MGOL’s knowledge, all leases pursuant to which MGOL leases from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of MGOL, under any of such leases, any existing material default or event of default (or event which with the giving of notice or lapse of time, or both, would constitute a default and in respect of which MGOL has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event, would not have a Material Adverse Effect on MGOL.

Section 2.15. Intellectual Property.

 
(a)
MGOL owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefore that are material to its business as currently conducted (the “MGOL Intellectual Property Rights”).

 
(b)
The validity of the MGOL Intellectual Property Rights and the title thereto of MGOL is not being questioned in any litigation to which MGOL is a party.

 
(c)
Except as set forth in Section 2.15(c) of the MGOL Disclosure Schedule, the conduct of the business of MGOL as now conducted does not, to MGOL’s knowledge, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions completed hereby will not result in the loss or impairment of any MGOL Intellectual Property Rights.

 
(d)
MGOL has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where MGOL has elected to rely on patent or copyright protection in lieu of trade secret protection.

Section 2.16. Insurance. MGOL currently does not maintain general liability and other business insurance.

Section 2.17. Vote Required. The affirmative vote of the holders of at least a majority of the outstanding SUB CO Shares are the only vote of the holders of any class or series of SUB CO’s capital stock and MGOL necessary to approve and adopt this Agreement and the Merger.

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Section 2.18. Tax Treatment. Neither MGOL or SUB CO nor, to the knowledge of MGOL or SUB CO, any of their affiliates have taken or agreed to take action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

Section 2.19. Affiliates. Except for the directors and executive officers of MGOL, each of whom is listed in Section 2.19 of the MGOL Disclosure Schedule, there are no persons who, to the knowledge of MGOL, may be deemed to be affiliates of MGOL under Rule 1-02(b) of Regulation S-X of the SEC (the “MGOL Affiliates”).

Section 2.20. Certain Business Practices. None of MGOL or SUB CO or any directors, officers, agents or employees of MGOL or SUB CO has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or (iii) made any other unlawful payment.

Section 2.21. Insider Interests. Except as set forth in Section 2.21 of the MGOL Disclosure Schedule, no officer or director of MGOL has any interest in any material property, real or personal, tangible or intangible, including without limitation, any computer software or MGOL Intellectual Property Rights, used in or pertaining to the business of MGOL, except for the ordinary rights of a stockholder or employee stock option-holder.

Section 2.22. Opinion of Financial Adviser. No financial adviser has been engaged to assist MGOL in reference to this transaction, nor are there any fees or commissions obligated to any third party.

Section 2.23. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MGOL or SUB CO.

Section 2.24. Disclosure. No representation or warranty of MGOL or SUB CO in this Agreement or any certificate, schedule, document or other instrument furnished or to be furnished to GRP pursuant hereto or in connection herewith contains, as of the date of such representation, warranty or instrument, or will contain any untrue statement of a material fact or, at the date thereof, omits or will omit to state a material fact necessary to make any statement herein or therein, in light of the circumstances under which such statement is or will be made, not misleading.

Section 2.25. No Existing Discussions. As of the date hereof, MGOL is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any Third Party Acquisition (as defined in Section 4.4).

Section 2.26. Material Contracts.

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(a)
MGOL and SUB CO have delivered or otherwise made available to GRP true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which either MGOL and SUB CO is a party affecting the obligations of any party thereunder) to which either MGOL or SUB CO is a party or by which any of their respective properties or assets are bound that are, material to the business, properties or assets of MGOL or SUB CO taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of MGOL or SUB CO taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which MGOL is a party involving employees of MGOL); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise entered into since March 31, 2009; (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 4.1 hereof, the “MGOL Contracts”). Neither MGOL nor SUB CO is a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.

 
(b)
Each of the MGOL Contracts is valid and enforceable in accordance with its terms, and there is no default, other than what has been previously disclosed in MGOL’s SEC reports, under any MGOL Contract so listed either by MGOL or SUB CO or, to the knowledge of MGOL or SUB CO, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by MGOL or SUB CO or, to the knowledge of MGOL or SUB CO, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on MGOL or SUB CO.

 
(c)
No party to any such MGOL Contract has given notice to MGOL of or made a claim against MGOL or SUB CO with respect to any breach or default thereunder, other than what has been previously disclosed in MGOL’s SEC reports, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on MGOL or SUB CO.

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ARTICLE 3

Representations and Warranties of GRP

Except as set forth on the Disclosure Schedule delivered by GRP to MGOL (the “GRP Disclosure Schedule”), GRP hereby represents and warrants to MGOL as follows:

Section 3.1. Organization and Qualification.

 
(a)
GRP is duly organized, validly existing and will be in good standing under the laws of the jurisdiction of its organization prior to Close, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on GRP. When used in connection with GRP, the term “Material Adverse Effect’’ means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of GRP, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any business in which GRP is engaged, or (ii) that may impair the ability of GRP to consummate the transactions contemplated hereby.

 
(b)
GRP has heretofore delivered to MGOL accurate and complete copies of the Articles of Organization and Operating Agreement (or similar governing documents), as currently in effect, of GRP. GRP is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on GRP.


Section 3.2. Capitalization of GRP.

 
(a)
As of the date of this Agreement, or prior to closing, the authorized Membership Interest of GRP consists of, or prior to close will consist of; One Hundred Twelve Million (112,000,000) Membership Interests, of which One Hundred Twelve Million will be issued and outstanding at the Effective Time. All of the outstanding GRP Membership Interests have been duly authorized and validly issued, and are fully paid, non-assessable and free of preemptive rights.

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(b)
Except as set forth in Section 3.2(b) of the GRP Disclosure Schedule, between March 31, 2009 and the date hereof, no Membership Interests of GRP’s have been issued and no GRP Membership Interest options have been granted. Except as set forth in Section 3.2(a) above, as of the date hereof, there are no outstanding (i) Membership Interest or other voting securities of GRP, (ii) securities of GRP convertible into or exchangeable for Membership Interest or voting securities of GRP, (iii) options or other rights to acquire from GRP, or obligations of GRP to issue, any Membership Interest, voting securities or securities convertible into or exchangeable for capital stock or voting securities of GRP, or (iv) equity equivalents, interests in the ownership or earnings of GRP or other similar rights (collectively, “GRP Securities”). As of the date hereof, there are no outstanding obligations of GRP to repurchase, redeem or otherwise acquire any GRP Securities. There are no securities agreements, voting trusts or other agreements or understandings to which GRP is a party or by which it is bound relating to the voting or registration of any securities of GRP.

 
(c)
Except as set forth in Section 3.2(c) of the GRP Disclosure Schedule, there are no securities of GRP convertible into or exchangeable for, no options or other rights to acquire from GRP, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any securities or other ownership interests in, or any other securities of GRP.

 
(d)
The GRP Membership Interests constitute the only class of equity securities of GRP.

 
(e)
Except as set forth in Section 3.2(e) of the GRP Disclosure Schedule, GRP does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity.

 
(f)
Except as set forth in Section 3.2(f) of the GRP Disclosure Schedule, GRP does not have any contractual rights or obligations to acquire any interest in any entity.

Section 3.3. Authority Relative to this Agreement; Recommendation.

 
(a)
GRP has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Managing Members of GRP (the “GRP Board”), and no other corporate proceedings on the part of GRP are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding GRP Membership Interests. This Agreement has been duly and validly executed and delivered by GRP and constitutes a valid, legal and binding agreement of GRP, enforceable against GRP in accordance with its terms.

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(b)
The GRP Board has resolved to recommend that the stockholders of GRP approve and adopt this Agreement.

Section 3.4. SEC Reports; Financial Statements. GRP is not required to file forms, reports and documents with the SEC.

Section 3.5. Information Supplied. None of the information supplied or to be supplied by GRP for inclusion or incorporation by reference to the 8-K will, at the time the 8-K is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Section 3.6. Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the GRP Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of FINRA, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by GRP of this Agreement or the consummation by GRP of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on GRP.

Neither the execution, delivery and performance of this Agreement by GRP nor the consummation by GRP of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Articles of Organization or Operating Agreement (or similar governing documents) of GRP, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which GRP is a party or by which it or any of its properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to GRP or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on GRP.

Section 3.7. No Default. GRP is not in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Articles of Organization or Operating Agreement (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which GRP is now a party or by which it or any of its properties or assets may be bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to GRP, or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on GRP. Each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which GRP is now a party or by which it or any of its properties or assets may be bound that is material to GRP taken as a whole and that has not expired is in full force and effect and is not subject to any material default thereunder of which GRP is aware by any party obligated to GRP thereunder.

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Section 3.8. No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by GRP, GRP has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of GRP (including the notes thereto) or which would have a Material Adverse Effect on GRP. Except as disclosed by GRP, GRP has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to GRP having or which could reasonably be expected to have, a Material Adverse Effect on GRP. Except as and to the extent disclosed by GRP there has not been (i) any material change by GRP in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by GRP of any of its assets having a Material Adverse Effect on GRP, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Section 3.9. Litigation. Except as set forth in Schedule 3.9 of the GRP Disclosure Schedule there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of GRP, threatened against GRP or any of its properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on GRP or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as disclosed by GRP, GRP is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future, could reasonably be expected to have a Material Adverse Effect on GRP or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

Section 3.10. Compliance with Applicable Law. Except as disclosed by GRP, GRP holds all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of its business (the “GRP Permits”), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on GRP. Except as disclosed by GRP, GRP is in compliance with the terms of the GRP Permits, except where the failure so to comply would not have a Material Adverse Effect on GRP. Except as disclosed by GRP, the businesses of GRP is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 3.10 with respect to Environmental Laws and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on GRP. Except as disclosed by GRP no investigation or review by any Governmental Entity with respect to GRP is pending or, to the knowledge of GRP, threatened, nor, to the knowledge of GRP, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which GRP reasonably believes will not have a Material Adverse Effect on GRP.

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Section 3.11. Employee Benefit Plans; Labor Matters.

 
(a)
With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by GRP or any entity required to be aggregated with GRP pursuant to Section 414 of the Code (each, a “GRP Employee Plan”), no event has occurred and, to the knowledge of GRP, no condition or set of circumstances exists in connection with which GRP could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on GRP.

 
(b)
(i) No GRP Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each GRP Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

 
(c)
Section 3.11(c) of the GRP Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any GRP Membership Interest Options, together with the number of GRP Membership Interests which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 3.11(c) of the GRP Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. GRP has furnished MGOL with complete copies of the plans pursuant to which the GRP Membership Interest Options were issued. Other than the automatic vesting of GRP Membership Interest Options that may occur without any action on the part of GRP or its officers or directors, GRP has not taken any action that would result in any GRP Membership Interest Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

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(d)
GRP has made available to MGOL (i) a description of the terms of employment and compensation arrangements of all officers of GRP and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating GRP to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of GRP who have executed a non-competition agreement with GRP and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of GRP with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the GRP with or relating to its employees which contain change in control provisions.

 
(e)
Except as disclosed in Section 3.11(e) of the GRP Disclosure Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any GRP Employee Plan or any agreement or arrangement disclosed under this Section 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

 
(f)
There are no controversies pending or, to the knowledge of GRP threatened, between GRP and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on GRP. GRP is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by GRP (and GRP does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does GRP know of any activities or proceedings of any labor union to organize any of its or employees. GRP has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

Section 3.12. Environmental Laws and Regulations.

 
(a)
Except as disclosed by GRP, (i) GRP is in material compliance with all Environmental Laws, except for non-compliance that would not have a Material Adverse Effect on GRP, which compliance includes, but is not limited to, the possession by GRP of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) GRP has not received written notice of, or, to the knowledge of GRP, is the subject of, any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on GRP; and (iii) to the knowledge of GRP, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

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(b)
Except as disclosed by GRP, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on GRP that are pending or, to the knowledge of GRP, threatened against GRP or, to the knowledge of GRP, against any person or entity whose liability for any Environmental Claim GRP has or may have retained or assumed either contractually or by operation of law.

Section 3.13. Tax Matters. Except as set forth in Section 3.13 of the GRP Disclosure Schedule: (i) GRP has filed or has had filed, or will have had filed prior to the Effective Time, on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns with respect to Taxes of GRP and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to GRP have been paid in full or have been provided for in accordance with GAAP on GRP’s most recent balance sheet; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to GRP; (iv) to the knowledge of GRP none of the Tax Returns of or with respect to GRP is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to GRP which has not been abated or paid in full.

Section 3.14. Title to Property. GRP has good and defensible title to all of its properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on GRP; and, to GRP’s knowledge, all leases pursuant to which GRP leases from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of GRP, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which GRP has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event of default would not have a Material Adverse Effect on GRP.

Section 3.15. Intellectual Property.

 
(a)
GRP owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, services marks, copyrights, trade secrets, and applications therefor that are material to its business as currently conducted (the “GRP Intellectual Property Rights”).

 
(b)
Except as set forth in Section 3.15(b) of the GRP Disclosure Schedule the validity of the GRP Intellectual Property Rights and the title thereto of GRP, as the case may be, is not being questioned in any litigation to which GRP is a party.

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(c)
The conduct of the business of GRP as now conducted does not, to GRP’s knowledge, infringe any valid patents, trademarks, trade-names, service marks or copyrights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of any GRP Intellectual Property Rights.

 
(d)
GRP has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where GRP has elected to rely on patent or copyright protection in lieu of trade secret protection.

Section 3.16. Insurance. GRP currently does not maintain general liability and other business insurance.

Section 3.17. Vote Required. The affirmative vote of the holders of at least a majority of the outstanding GRP Membership Interests is the only vote of the holders of any class or series of GRP’s securities necessary to approve and adopt this Agreement and the Merger.

Section 3.18. Tax Treatment. Neither GRP nor, to the knowledge of GRP, any of its affiliates has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

Section 3.19. Affiliates. Except for the managing members of GRP, each of whom is listed in Section 3.19 of the GRP Disclosure Schedule, there are no persons who, to the knowledge of GRP, may be deemed to be affiliates of GRP under Rule 1-02(b) of Regulation S-X of the SEC (the “GRP Affiliates”).

Section 3.20. Certain Business Practices. None of GRP, or any of the GRP managing members, agents or employees has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the FCPA, or (iii) made any other unlawful payment.

Section 3.21. Insider Interests. Except as set forth in Section 3.21 of the GRP Disclosure Schedule, no managing member of GRP has any interest in any material property, real or personal, tangible or intangible, including without limitation, any computer software or GRP Intellectual Property Rights, used in or pertaining to the business of GRP, except for the ordinary rights of a stockholder or employee stock option holder.

Section 3.22. Opinion of Financial Adviser. No financial adviser has been engaged to assist GRP in reference to this transaction, nor are there any fees or commissions obligated to any third party.

Section 3.23. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of GRP.

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Section 3.24. Disclosure. No representation or warranty of GRP in this Agreement or any certificate, schedule, document or other instrument furnished or to be furnished to MGOL pursuant hereto or in connection herewith contains, as of the date of such representation, warranty or instrument, or will contain any untrue statement of a material fact or, at the date thereof, omits or will omit to state a material fact necessary to make any statement herein or therein, in light of the circumstances under which such statement is or will be made, not misleading.

Section 3.25. No Existing Discussions. As of the date hereof, GRP is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any Third Party Acquisition (as defined in Section 4.4).

Section 3.26. Material Contracts.

 
(a)
GRP has delivered or otherwise made available to MGOL, or will make available to MGOL, true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which GRP is a party affecting the obligations of any party thereunder) to which GRP is a party or by which any of its properties or assets are bound that are, material to the business, properties or assets of GRP taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of GRP taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which GRP is a party involving employees of GRP); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise. (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.2 hereof, the “GRP Contracts”). GRP is not a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.

 
(b)
Each of the GRP Contracts is valid and enforceable in accordance with its terms, and there is no default under any GRP Contract so listed either by GRP or, to the knowledge of GRP, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by GRP or, to the knowledge of GRP, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on GRP.

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(c)
No party to any such GRP Contract has given notice to GRP of or made a claim against GRP with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on GRP.

ARTICLE 4

Covenants

Section 4.1. Conduct of Business of MGOL. Except as contemplated by this Agreement or as described in Section 4.1 of the MGOL Disclosure Schedule, during the period from the date hereof to the Effective Time, MGOL will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.1 of the MGOL Disclosure Schedule, prior to the Effective Time, MGOL will not, without the prior written consent of GRP:

 
(a)
amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

 
(b)
amend the terms of any stock of any class or any other securities (except bank loans) or equity equivalents.

 
(c)
split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; except as set forth herein;

 
(d)
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of MGOL (other than the Merger);

 
(e)
(i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of MGOL; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

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(f)
except as may be required by law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent MGOL from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2008 in the ordinary course of year-end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2008 in amounts previously disclosed to GRP (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to MGOL);

 
(g)
acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions (other than in the ordinary course of business or as a result of the Closing Conditions of this Merger Agreement that have been described in the agreement);

 
(h)
except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

 
(i)
revalue in any material respect any of its assets including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business;

 
(j)
(i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to MGOL; (iii) authorize any new capital expenditure or expenditures which, individually is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts;

28
 
(k)
make any tax election or settle or compromise any income tax liability material to MGOL;

 
(l)
settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby beyond those described as Closing Conditions to this agreement, or (ii) the settlement or compromise of which could have a Material Adverse Effect on MGOL;

 
(m)
commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or in the ordinary course of business; or

 
(n)
take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through 4.1(m) or any action which would make any of the representations or warranties of MGOL contained in this Agreement untrue or incorrect.

Section 4.2. Conduct of Business of GRP. Except as contemplated by this Agreement or as described in Section 4.2 of the GRP Disclosure Schedule during the period from the date hereof to the Effective Time, GRP will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.2 of the GRP Disclosure Schedule, prior to the Effective Time, GRP will not, without the prior written consent of MGOL:

 
(a)
amend its Articles of Organization or Operating Agreement (or other similar governing instrument);

 
(b)
authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any securities of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights;

29
 
 (c)
split, combine or reclassify any securities, declare, set aside or pay any dividend or other distribution (whether in cash, security or property or any combination thereof) in respect of its Membership Interests, make any other actual, constructive or deemed distribution in respect of its Membership Interests or otherwise make any payments to Members in their capacity as such, or redeem or otherwise acquire any of its securities;

 
(d)
adopt a plan of complete or partial liquidation, dissolution, merger consolidation, restructuring, re-capitalization or other reorganization of GRP (other than the Merger);

 
(e)
(i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business. (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of GRP; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

 
(f)
except as may be required by law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent GRP from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2008 in the ordinary course of year-­end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2008 in amounts previously disclosed to MGOL (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to GRP);

 
(g)
acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions other than in the ordinary course of business;

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(h)
except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

 
(i)
revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business;

 
(j)
(i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof or any equity interest therein, except as contemplated by this Agreement and as disclosed herein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to GRP; (iii) authorize any new capital expenditure or expenditures which, individually, is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts;

 
(k)
make any tax election or settle or compromise any income tax liability material to GRP;

 
(l)
settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on GRP;

 
(m)
commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or

 
(n)
take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations or warranties of GRP contained in this Agreement untrue or incorrect.

Section 4.3. Preparation of 8-K. GRP and MGOL shall promptly prepare and file with the SEC a Current Report on Form 8-K within four (4) days of the signing of this Agreement disclosing the Merger, in addition to a Form 8-KA to be filed within four (4) days of the Effective Time disclosing the completion of the Merger.

Section 4.4. Other Potential Acquirers.

 
(a)
GRP and MGOL, and their respective affiliates, officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Third Party Acquisition, except to the extent that any Third Party Acquisition would be completed post Merger with the Parties herein.

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Section 4.5. Meetings of Stockholders and Members. GRP shall take all actions necessary, in accordance with the respective General Corporation Law of its respective state and/or country, and its respective articles of incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders, or receive a written majority consent of its respective stockholders, as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby, if required by either NGCL or the articles or bylaws of MGOL. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement, if applicable, shall be the vote required by the NGCL and its charter and bylaws, in the case of SUB CO and the General Corporation Law of its respective state, and its articles of organization and organization agreement, in the case of GRP. SUB CO and GRP will, through their respective Boards of Directors, recommend to their respective stockholders and Members approval of such matters. It is not anticipated that MGOL will require a stockholder meeting for approval of this Agreement.  It is contemplated that the Merger will be effectuate pursuant to Section 92A.100 of the Nevada Revised Statutes, which specifically provides that the approval of the Agreement by MGOL stockholders is not required to consummate the transactions contemplated hereby.

Section 4.6. FINRA OTC:BB Listing. The parties shall use all reasonable efforts to continue to cause the MGOL Shares, subject to Rule 144, to be traded on the Over-the-Counter Bulletin Board.

Section 4.7. Access to Information.

 
(a)
Between the date hereof and the Effective Time, MGOL will give GRP and its authorized representatives, and GRP will give MGOL and its authorized representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of itself and its subsidiaries, will permit the other party to make such inspections as such party may reasonably require and will cause its officers and those of its subsidiaries to furnish the other party with such financial and operating data and other information with respect to the business and properties of itself and its subsidiaries as the other party may from time to time reasonably request.

 
(b)
Between the date hereof and the Effective Time, MGOL shall make available to GRP, and GRP will make available to MGOL, within 25 business days after the end of each quarter, quarterly statements prepared by such party (in conformity with its past practices) as of the last day of the period then ended.

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(c)
Each of the parties hereto will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it in connection with the transactions contemplated by this Agreement.

Section 4.8. Additional Agreements, Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, GRP, SUB CO and MGOL agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the GRP and SUB CO stockholder or Member votes with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper managing members, officers and directors of each party hereto shall take all such necessary action.

Section 4.9. Employee Benefits; Stock Option and Employee Purchase Plans. It is the parties’ present intent to provide after the Effective Time to employees of GRP employee benefit plans (other than stock option or other plans involving the potential issuance of securities of MGOL) which, in the aggregate, are not less favorable than those currently provided by GRP. Notwithstanding the foregoing, nothing contained herein shall be construed as requiring the parties to continue any specific employee benefit plans.

Section 4.10. Public Announcements. GRP and MGOL will consult with one another before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, including, without limitation, the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or by obligations pursuant to any quotation requirements with FINRA Over-the-Counter Bulletin Board (OTC:BB) as determined by GRP or MGOL.

Section 4.11. Indemnification.

 
(a)
To the extent, if any, not provided by an existing right under one of the parties’ directors and officers liability insurance policies, from and after the Effective Time, MGOL and SUB CO shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer or employee of the parties hereto or any subsidiary thereof (each an “Indemnified Party” and, collectively, the ‘‘Indemnified Parties”) against all losses, expenses (including reasonable attorneys’ fees and expenses), claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement arising out of actions or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time) that are in whole or in part (i) based on, or arising out of the fact that such person is or was a director, officer or employee of such party or a subsidiary of such party or (ii) based on, arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such loss expense, claim, damage or liability (whether or not arising before the Effective Time), (i) MGOL shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to MGOL, promptly after statements therefore are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the NGCL or its certificate of incorporation or bylaws, (ii) MGOL will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the NGCL and MGOL’s certificate of incorporation or bylaws shall be made by independent counsel mutually acceptable to MGOL and the Indemnified Party; provided, however, that MGOL shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, conflict on any significant issue between positions of any two or more Indemnified Parties.

33
 
 (b)
In the event MGOL or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of MGOL shall assume the obligations set forth in this Section 4.11.

 
(c)
To the fullest extent permitted by law, from and after the Effective Time, all rights to indemnification now existing in favor of the employees, agents, directors or officers of MGOL and GRP and their subsidiaries with respect to their activities as such prior to the Effective Time, as provided in MGOL’s and GRP’s certificate of incorporation or bylaws, or articles of organization or operating agreement, in effect on the date thereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.

34
 
(d)
The provisions of this Section 4.11 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives.

Section 4.12. Notification of Certain Matters. The parties hereto shall give prompt notice to the other parties, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by such party or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses or results of operations of such party and its subsidiaries taken as a whole to which such party or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any material adverse change in their respective financial condition, properties, businesses, results of operations or prospects taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 4.12 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

ARTICLE 5

Conditions to Consummation of the Merger

Section 5.1. Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

 
(a)
this Agreement shall have been approved and adopted by the requisite vote of the stockholders and Members of SUB CO and GRP;

 
(b)
this Agreement shall have been approved and adopted by the Board of Directors of MGOL, SUB CO and managing members of GRP;

 
(c)
no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger;

 
(d)
any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

35
Section 5.2. Conditions to the Obligations of MGOL and SUB CO. The obligation of MGOL and SUB CO to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions:

 
(a)
the representations of GRP contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on GRP) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing GRP shall have delivered to MGOL a certificate to that effect;

 
(b)
each of the covenants and obligations of GRP to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing GRP shall have delivered to MGOL a certificate to that effect;

 
 (c)
GRP shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the Merger as relates to any obligation, right or interest of GRP under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of MGOL, individually or in the aggregate, have a Material Adverse Effect on GRP;

 
(d)
GRP shall have obtained the cancellation of all options, warrants, or other agreements relating to the right to receive securities of GRP, except as such rights are set forth in the GRP schedules as attached hereto;

 
(e)
GRP shall have obtained, form all GRP Members, a signed Approval, Release, and Acknowledgement of Accredited Investors Status:

 
(f)
GRP shall have agreed to comply with the post closing conditions (the “Post Closing Conditions”) as set forth in the Post Closing Conditions Schedule;  and

 
(g)
there shall have been no events, changes or effects with respect to GRP having or which could reasonably be expected to have a Material Adverse Effect on GRP.

36
Section 5.3. Conditions to the Obligations of GRP. The respective obligations of GRP to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

 
(a)
the representations of MGOL and SUB CO contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on MGOL) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing MGOL shall have delivered to GRP a certificate to that effect;

 
(b)
each of the covenants and obligations of MGOL to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing MGOL shall have delivered to GRP a certificate to that effect;

 
(c)
MGOL shall have obtained a cancellation of 1,000,000 shares of restricted common stock held in the name of ▇▇▇▇▇▇▇▇▇▇ Law Group;

 
(d)
MGOL shall have obtained a written Termination Agreement from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President and CEO of MGOL, and a cancellation of 7,500,000 shares of common stock held by ▇▇. ▇▇▇▇▇▇ pursuant to the terms and conditions of the Termination Agreement;

 
(e)
MGOL shall have raised sufficient capital to operate MGOL, for a period satisfactory to GPR, and

 
(f)
there shall have been no events, changes or effects with respect to MGOL having or which could reasonably be expected to have a Material Adverse Effect on MGOL.


ARTICLE 6

Termination; Amendment; Waiver

Section 6.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by SUB CO’s or GRP’s stockholders:

 
(a)
by mutual written consent of MGOL and GRP;
 
(b)
by GRP or MGOL if (i) any court of competent jurisdiction in the United States or other United States Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become non-appealable or (ii) the Merger has not been consummated by August 15, 2009; provided, however, that no party may terminate this Agreement pursuant to this clause (ii) if such party’s failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date;

37
 
(c)
by MGOL if (i) there shall have been a breach of any representation or warranty on the part of GRP set forth in this Agreement, or if any representation or warranty of GRP shall have become untrue, in either case such that the conditions set forth in Section 5.2(a) would be incapable of being satisfied by August 1, 2009 (or as otherwise extended), (ii) there shall have been a breach by GRP of any of their respective covenants or agreements hereunder having a Material Adverse Effect on GRP or materially adversely affecting (or materially delaying) the consummation of the Merger, and GRP, as the case may be, has not cured such breach within 20 business days after notice by MGOL thereof, provided that MGOL has not breached any of its obligations hereunder, (iii) GRP shall have failed to acquire the cancellation of any options, warrants, except as set forth in the disclosure schedule.

 
(d)
by GRP if (i) there shall have been a breach of any representation or warranty on the part of MGOL or SUB CO set forth in this Agreement, or if any representation or warranty of MGOL or SUB CO shall have become untrue, in either case such that the conditions set forth in Section 5.3(a) would be incapable of being satisfied by August 1, 2009 (or as otherwise extended), (ii) there shall have been a breach by MGOL or SUB CO of its covenants or agreements hereunder having a Material Adverse Effect on MGOL or materially adversely affecting (or materially delaying) the consummation of the Merger, and MGOL, as the case may be, has not cured such breach within twenty business days after notice by GRP thereof, provided that GRP has not breached any of its obligations hereunder, (iii) the MGOL Board shall have recommended to SUB CO’s stockholders a Superior Proposal, (iv) the MGOL Board shall have withdrawn, modified or changed its approval or recommendation of this Agreement or the Merger or shall have failed to call, give notice of, convene or hold a stockholders’ meeting to vote upon the Merger, or shall have adopted any resolution to effect any of the foregoing, (v) GRP shall have failed to obtain the requisite vote of its Members or (vi) SUB CO shall have failed to obtain the requisite vote of its stockholders.

Section 6.2. Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Members, affiliates, directors, officers or stockholders, other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement.

38
Section 6.3. Fees and Expenses. Each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

Section 6.4. Amendment. This Agreement may be amended by action taken by MGOL, SUB CO and GRP at any time before or after approval of the Merger by the stockholders of SUB CO and GRP (if required by applicable law) but, after any such approval, no amendment shall be made which requires the approval of such stockholders under applicable law without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.

Section 6.5. Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.


ARTICLE 7

Miscellaneous

Section 7.1. Nonsurvival of Representations and Warranties. The representations and warranties made herein shall not survive beyond the Effective Time or a termination of this Agreement, except to the extent that they may impact the Post Closing Conditions. This Section 7.1 shall not limit any covenant or agreement of the parties hereto which by its terms requires performance after the Effective Time.

Section 7.2. Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Section 7.3. Validity. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.

Section 7.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to each other party as follows:


39

If to GRP
Gold Resource Partners, LLC
▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

with a copy to:

if to MGOL:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

if to SUB CO:
▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇


with a copy to:

▇▇▇▇▇▇▇▇▇▇ Law Group
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Suite 690
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 7.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

Section 7.6. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

40
Section 7.7. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and except as provided in Sections 4.9 and 4.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 7.8. Certain Definitions. For the purposes of this Agreement, the term:

 
(a)
“affiliate” means (except as otherwise provided in Sections 2.19 and 3.19) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person;

 
(b)
“business day” means any day other than a day on which Nasdaq is closed;

 
(c)
“capital stock” means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof;

 
(d)
“knowledge’’ or “known’’ means, with respect to any matter in question, if an executive officer of MGOL or its subsidiaries, or GRP, as the case may be, has actual knowledge of such matter;

 
(e)
“person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity; and

 
(f)
“subsidiary” or “subsidiaries” of MGOL, GRP or any other person, means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which MGOL, GRP or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the capital stock, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Section 7.9. Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of MGOL, GRP or any member, officer, director, employee, agent, representative or investor of any party hereto.

Section 7.10. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Merger, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder; provided, however, that if a party hereto is entitled to receive any payment or reimbursement of expenses pursuant to Sections 6.3, it shall not be entitled to specific performance to compel the consummation of the Merger.

41
Section 7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Section 7.12. Conflict Waiver. The parties to this Agreement acknowledge that ▇▇▇▇▇▇▇▇▇▇ Law Group has represented both parties to this Agreement prior to the introduction of the parties, and continues to represent both parties with respect to the terms and conditions of this Merger Transaction, and will continue to represent MGOL with its securities matters post Merger. In addition ▇▇▇▇▇▇▇▇▇▇ Law Group has a substantial economic interest in the transaction, which has been fully disclosed to both parties. Both parties acknowledge that a conflict does exist in the representation of the parties by ▇▇▇▇▇▇▇▇▇▇ Law Group, that both parties have been provided the opportunity to obtain independent counsel or advise on the terms and conditions of this Merger. All parties to this Merger, agree, upon the execution hereof to waive such conflict.

In Witness Whereof, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

GRP:
Gold Resource Partners, LLC
a Nevada limited liability company

By: /S/ ▇▇▇▇ ▇▇▇▇                                                                                          
▇▇▇▇ ▇▇▇▇, Managing Member

By: /S/ H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇        
H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Managing Member

MGOL:
a Nevada corporation

By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇                                                                                      
▇▇▇▇▇ ▇▇▇▇▇▇
President
 
SUB CO:
Boatatopia Sub Co
a Nevada corporation

By: /S/ ▇▇▇ ▇▇▇ ▇▇▇▇                                                                                      
▇▇▇ ▇▇▇ ▇▇▇▇
President

 
42
 

MGOL DISCLOSURE SCHEDULE

Schedule 2.1 Organization
See Amended Articles/Bylaws/Minutes
Schedule 2.2(c) Subsidiary
Boatatopia Sub Co – 100% owned
Schedule 2.6 Consents & Approvals
None Required – Board Approval of MGOL
 
Shareholder approval of Boatatopia Sub Co
Schedule 2.7 No Default
None Exist
Schedule 2.8 No Undisclosed Liability
None Exist
Schedule 2.9 Litigation
None Exist
Schedule 2.10 Compliance with Applicable Law
Not Applicable
Schedule 2.11 Employee Benefit Plans
Section 2.11(a) Not Applicable – None Exist
 
Section 2.11(b) No Benefit Plans Exist
 
Section 2.11(c) No Options Exist
 
Section 2.11(d) No Agreements Exist
Schedule 2.12 Environmental Laws/ Regulations
Not Applicable
Schedule 2.13 Tax Matters
None Exist; however tax returns have not been filed.
Schedule 2.14 Title to Property
None Exist
Schedule 2.15(c) Intellectual Property
None Exist
Schedule 2.16 Insurance
None Exist
Schedule 2.17 Vote Required
See Boatatopia Sub Co Stockholder Meeting
 
Certificate
 
Directors Approval of MGOL
Schedule 2.18 Tax Treatment
Not Applicable
Schedule 2.19 Affiliates
▇▇▇▇▇ ▇▇▇▇▇▇
Schedule 2.20 Certain Business Practices
None Exist
Schedule 2.21 Insider Interest
None Exist
Schedule 2.22 Opinion of Financial Adviser
Waived – None Exist
Schedule 2.23 Broker
None Exist
Schedule 4.1 Conduct of Business
None Exist

 
 
 
 
GRP DISCLOSURE SCHEDULE

Schedule 3.2(b) Additional Outstanding
None Exist
Schedule 3.2(c) Capital Stock Rights
None Exist other than as in Articles
Schedule 3.2(e) Ownership Positions
Gold Venture 2008, LLC – 60%
 
Camicol S.A.
 
CGMWELL JV, S.A.
 
GLOBEIT Holdings, S.A.
 
Promocion de Proyectos Mineros, S.A.
 
Advanced Collective Strategies, LLC.
 
Minatura Nevada Corp.
   
Schedule 3.2 (f) Contractual Rights to Acquire
Stopwell Corp.
Schedule 3.6  Consents & Approvals
None Required other than Stockholders
Schedule 3.7 No Default
Not Applicable
Schedule 3.8 No Undisclosed Liability
None Exist
Schedule 3.9 Litigation
None Exist
Schedule 3.10 Compliance with Applicable Law
Not Applicable
Schedule 3.11 Employee Benefit Plans
Section 3.11(c) No Options Exist
 
Section 3.11(e) No Agreements Exist
Schedule 3.12 Environmental Laws/ Regulations
Not Applicable
Schedule 3.13 Tax Matters
None Exist
Schedule 3.14 Title to Property
None Exist
Schedule 3.15(b) Intellectual Property
None Exist
Schedule 3.16 Insurance
None Exist
Schedule 3.17 Vote Required
See Stockholder Meeting Certificate
Schedule 3.18 Tax Treatment
Not Applicable
Schedule 3.19 Affiliates
▇▇▇▇ ▇▇▇▇
 
H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
 
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
   
Schedule 3.20 Certain Business Practices
None Exist
Schedule 3.21 Insider Interest
None Exist
Schedule 3.22 Opinion of Financial Adviser
Waived – None Exist
Schedule 2.23 Broker
None Exist
Schedule 4.2 Conduct of Business
GRP is anticipated to continue with the acquisition, contribution, and/or merger as relates to all Colombian mineral properties and assets, including but not limited to all post closing acquisitions, contributions, or mergers, as set forth in the Post Closing Conditions Schedule.


 
 
 
 
POST CLOSING CONDITIONS SCHEDULE

1.  
The transfer by the Members/Shareholders of Camicol SA of all rights and incidents of ownership of Camicol SA to GRP;
2.  
The transfer by the Members/Shareholders of Globiet of all rights and incidents of ownership of Globiet to GRP;
3.  
The transfer by the Members/Shareholders of Minatura Colombia of all rights and incidents of ownership of Minatura Colombia to GRP;
4.  
The transfer by the Members/Shareholders of PPM of all rights and incidents of ownership of PPM to GRP.
5.  
The transfer by the Members/Shareholders of Spotwell corporation of all rights and incidents of ownership of Spotwell to GRP.
6.  
The transfer of ownership of all rights and incidents of ownership of any related Colombian entities wherein such incidents of ownership are related to GRP and or any of its subsidiaries, or intended subsidiaries.

 
 
 

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Filed: June 23rd, 2009