AGREEMENT AND PLAN OF MERGER Among Calypso Media Services Group, Inc., Calypso Merger, Inc., And Seaglass Holding Corp.
AGREEMENT AND PLAN OF MERGER
Among
Calypso Merger, Inc.,
And
Seaglass Holding Corp.
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of this 15th day of December 2010 by and among Calypso Media Services Group, Inc., a Nevada Corporation (“Calypso”); Calypso Merger, Inc., a Utah corporation and wholly owned subsidiary of Calypso (“Merger Sub”); and Seaglass Holding Corp., a privately held Nevada corporation (“Seaglass”).
WHEREAS, Calypso desires to acquire Seaglass by way of a merger transaction whereby Merger Sub will be merged with and into Seaglass and 100% of the issued and outstanding shares of Seaglass common stock will be exchanged for shares of Calypso common stock, whereupon Seaglass will be the surviving corporation and become the wholly owned subsidiary of Calypso (Merger Sub and Seaglass are collectively referred to herein as the “Constituent Corporations”);
WHEREAS, the Boards of Directors of Calypso, Merger Sub and Seaglass, respectively, deem it advisable and in the best interest of each entity and their respective stockholders that Merger Sub merges with and into Seaglass pursuant to those terms and conditions set forth in this Agreement and the Articles of Merger to be filed with the State of Nevada and pursuant to applicable provisions of law (such transaction is hereafter referred to as the “Merger”); and
WHEREAS, each of the parties to this Agreement desires to make certain representations, warranties and agreements in connection with the transactions contemplated herein and also to prescribe various conditions thereto.
NOW THEREFORE, in consideration of the premises, mutual covenants set out herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
SECTION 1 Acquisition of Seaglass. The parties to this Agreement do hereby agree that at the Closing and Effective time of the Merger (the terms “Closing” and “Effective Time of the Merger” are defined in Section 6 hereof), Merger Sub will merge with and into Seaglass premised upon the terms and conditions set forth herein and in accordance with the provisions of the Nevada Revised Statutes (“NRS”) and Utah Revised Business Corporation Act (“Utah Code”). Pursuant to the Merger, all Seaglass stockholders will exchange 100% of their Seaglass common stock (consisting of an aggregate of 5,900,000 shares) for an aggregate of 5,900,000 shares of Calypso’s authorized, but previously unissued common stock. Seaglass’ only assets are certain mining and/or mineral leases and/or claims located in Gunnison County, Colorado, Freemont County, Colorado and ▇▇▇▇▇▇ County, Colorado (collectively referred to herein as the “Claims”) and described in Attachment No. 1, annexed hereto and by this reference made a part hereof. It is the intention of the parties hereto that this transaction qualifies as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, and related sections thereunder.
SECTION 2 Terms of Merger. In accordance with the provisions of this Agreement and the requirements of applicable law, Merger Sub will be merged with and into Seaglass as of the Effective Time of the Merger. Seaglass will be the surviving corporation (hereinafter sometimes referred to as the “Surviving Corporation”) as the wholly owned subsidiary of Calypso and the separate existence of Merger Sub will cease at the Effective Time of the Merger. Seaglass, as the Surviving Corporation, will succeed to and assume all the rights and obligations of Merger Sub in accordance with the applicable law, as described below. Consummation of the Merger will be upon the following terms and subject to the conditions set forth herein:
(a) Corporate Existence. Commencing at the Effective Time of the Merger, the separate corporate existence of Merger Sub will cease and the Surviving Corporation will continue its corporate existence as a Nevada corporation; and
(i) the Surviving Corporation will thereupon and thereafter possess all rights, privileges, powers, franchises and property (real, personal and mixed) of each of the Constituent Corporations;
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(ii) all debts due to either of the Constituent Corporations, on whatever account, all causes in action and all other things belonging to either of the Constituent Corporations will, except as otherwise set forth herein, be taken and deemed to be transferred to and will be vested in the Surviving Corporation by virtue of the Merger without further act or deed; and
(iii) all rights of creditors and all liens, if any, upon any property of any of the Constituent Corporations will be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Effective Time of the Merger, and all debts, liabilities and duties of the Constituent Corporations will thenceforth attach to the Surviving Corporation.
(b) Effective Time of the Merger. At the Effective Time of the Merger,
(i) the Certificate of Incorporation and Bylaws of Seaglass, as existing and in effect immediately prior to the Effective Time of the Merger, will be and remain the Certificate of Incorporation and Bylaws of the Surviving Corporation;
(ii) the members of the Board of Directors of Merger Sub holding office immediately prior to the Effective Time of the Merger will resign as directors and executive officers, effective at the Effective Time of the Merger, and the incumbent directors of Seaglass will remain as the directors of the Surviving Corporation; and
(iii) the Calypso Board of Directors will take all necessary requisite actions to appoint as additional directors to the Calypso Board those persons set forth in Section 2(e)(ii) below.
(c) Conversion of Securities. At the Effective Time of the Merger and without any action on the part of Calypso, Merger Sub, Seaglass or the holders of any of the securities of any of these corporations, each of the following will occur:
(i) The 5,900,000 shares of Seaglass common stock, issued and outstanding immediately prior to the Effective Time of the Merger, will be converted into the right to receive an aggregate of 5,900,000 shares of Calypso common stock. Accordingly, each one (1) share of Seaglass common stock is to be converted into the right to receive one (1) share Calypso common stock. Holders of certificates previously evidencing shares of Seaglass common stock outstanding immediately prior to the Effective Time of the Merger, will cease to have any rights with respect to such shares of Seaglass common stock, except as otherwise provided herein or by law. Those persons receiving shares of Calypso common stock and the number of shares to be received pursuant to the terms of the Merger and this Agreement are set forth in Attachment No. 2(c) annexed hereto.
(ii) Any shares of Seaglass capital stock held in the treasury of Seaglass immediately prior to the Effective Time of the Merger, will automatically be canceled and extinguished without any conversion thereof and no payment will be made with respect thereto. At the Effective Time of the Merger, the stock transfer books of Seaglass will be closed and thereafter, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of any shares of Seaglass common stock that were outstanding immediately prior to the Effective Time of the Merger.
(iii) Each one share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger will remain in existence as one share of common stock of the Surviving Corporation, which will be owned solely by Calypso.
(d) Restricted Securities.
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(i)
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None of the shares of Calypso common stock into which the shares of Seaglass common stock are to be converted will, at the Effective Time of the Merger, be registered under the Securities Act of 1933, as amended (the “Securities Act”), but will be deemed to have been issued pursuant to an exemption or exemptions therefrom (subject to the satisfaction of certain other terms and conditions hereof) and will be considered “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. All shares of Calypso common stock to be issued pursuant to this Agreement will be exempt from registration under the Securities Act pursuant to Section 4(2) of that Act and/or Regulation D, Rule 506 promulgated thereunder, and certificates representing the shares will bear a restrictive legend worded substantially as follows and as may otherwise be required.
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“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the corporation.”
(ii) At the Closing, Calypso will direct its transfer agent to record, as soon as practicable after the Closing, the issuance of Calypso common stock to the holders of Seaglass’ common stock pursuant to the provisions set forth above. The transfer agent will annotate its records to reflect the restrictions on transfer embodied in the legend set forth above. There will be no requirement of Calypso to register under the Securities Act any shares of Calypso common stock in connection with the Merger.
(e) Other Matters.
(i) Immediately prior to the Effective Time of the Merger, Seaglass will have no more than 5,900,000 shares of Seaglass common stock issued and outstanding and Calypso will have no more than 5,000,000 shares of Calypso common stock outstanding. There are no other series of common stock or preferred stock of either Seaglass or Calypso issued and outstanding.
(ii) Immediately prior to the Closing, the Calypso Board of Directors will nominate and elect two new director of the Calypso Board, which persons are to be designated by Seaglass and to become effective immediately upon the Closing. All new directors will serve in such capacities until the next meeting of stockholders of Calypso at which directors are elected.
(iii) Upon the Closing, Calypso will take all necessary and requisite actions to amend its Articles of Incorporation and change its corporate name to Colorado Rare Earths, Inc. and will prepare such documents and make such filings necessary to effect the name change.
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(iv) Upon the execution of this Agreement, Calypso will make the appropriate requisite notice filings with the Securities and Exchange Commission (“SEC”) to report the transactions contemplated hereby and will also make such other filings and notifications with the SEC and state regulatory agencies as may be necessitated by this Agreement.
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(v) If, at any time after the Closing, any further action is necessary or desirable to carry out the intent and purposes of this Agreement, the officers and directors of Calypso are hereby fully authorized to take, and will use their reasonable efforts to take, all such lawful and necessary action.
SECTION 3 Delivery of Shares. On or as soon as practicable after the Effective Time of the Merger, Seaglass will use its reasonable efforts to cause the holders of Seaglass’ common stock (the “Seaglass Stockholders”) to surrender to Calypso’s transfer agent for cancellation, all certificates or other evidences of ownership representing their shares of Seaglass’ common stock, against delivery of certificates representing the shares of Calypso common stock for which Seaglass’ common stock is to be converted in the Merger pursuant to Section 2 hereof. Each Seaglass Stockholder will be required, prior to or upon surrender of their Seaglass common stock to deliver to Calypso an “investment letter” or other written instrument acceptable to the parties hereto, providing, among other things, whether or not the investor is an “accredited investor” as defined under Regulation D of the Securities Act. Until surrendered and exchanged as herein provided, each outstanding certificate, which, prior to the Effective Time of the Merger, represented Seaglass common stock, will be deemed for all corporate purposes to evidence ownership of the same number of shares of Calypso common stock into which the shares of Seaglass common stock represented by such Seaglass certificate will be converted hereunder.
SECTION 4 Representations of Seaglass. Seaglass hereby makes, as of the date hereof and as of the Effective Time of the Merger, the following representations and warranties:
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(a) Seaglass is duly and validly incorporated under the laws of the State of Nevada and is in good standing and duly qualified to do business in that state and in any other state where required to be so qualified.
(b) Seaglass has the requisite power and authority to enter into this Agreement, together with such other agreements and documents requisite to this Agreement (the “Transaction Documents”), to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and other Transaction Documents to which Seaglass is a party and the consummation of the transactions contemplated hereby and thereby, have been, or will prior to the Closing and the Effective Time of the Merger be, duly authorized by Seaglass’ Board of Directors, as appropriate, and by its stockholders, if necessary. The execution of this Agreement and other Transaction Documents does not materially violate or breach any material agreement or contract to which Seaglass is a party and, to the extent required, has or will have by Closing, obtained all necessary approvals or consents required by any agreement to which it is a party. The execution and performance of this Agreement and other Transaction Documents will not violate or conflict with any provision of Seaglass’ Articles of Incorporation or Bylaws in effect as of the date hereof.
(c) Seaglass has no financial statements because it was recently created to acquire the Claims and effect the Merger. Except for the Claims, Seaglass has no assets, liabilities, material contracts or obligations of any kind other than as incurred in the ordinary course in connection with its incorporation in Nevada.
(d) Seaglass is the owner of the Claims and hereby warrants and represents that it has the authority to execute this Agreement, whereby Calypso will become the owner of the Claims by way of its sole ownership of Seaglass. Seaglass further warrants that each and every Claim set forth in Attachment No. 1, is unencumbered and there are no outstanding debts, obligations or liabilities related to each such Claim.
(e) Seaglass is not a party to any material pending litigation or, to the knowledge of its executive officers, any governmental investigation or proceeding and no litigation, claims, assessments or any governmental proceedings are threatened in writing against Seaglass.
(f) Neither Seaglass nor any of its officers, employees or agents, nor any other person acting on behalf of Seaglass, has directly or indirectly, within the past five years, given or agreed to give any gift or similar benefit to any person who is or may be in a position to help or hinder Seaglass’ business, or assist it in connection with any actual or proposed transaction, which (i) might be reasonably expected to subject it to any material damage or penalty in any action or to have a material adverse effect on Seaglass or its business, assets, properties, financial condition or results of operations (a “Material Adverse Effect”), (ii) if not given in the past, might have reasonably been expected to have had a Material Adverse Effect, or (iii) if not continued in the future, might be reasonably expected to have a Material Adverse Effect or to subject Seaglass to material suit or penalty in any action.
(g) Seaglass has, or by the Effective Time of the Merger will have filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed in the ordinary course of its business or any predecessor, and has paid, or will have paid or made adequate provisions for all taxes or assessments which have become due as of the Effective Time of the Merger.
(h) Seaglass has not materially breached any material agreement to which it is a party or obligated by. Seaglass has previously given Calypso copies of or access to all material contracts, commitments and/or agreements to which it is a party.
(i) Information regarding Seaglass and the Claims, which has been delivered by it to Calypso for use in connection with the Merger, was, at the time provided, true and accurate in all material respects.
(j) Seaglass has and, at the Closing will have disclosed in writing to Calypso all events, conditions and facts materially affecting the business, financial conditions (including any liabilities, contingent or otherwise) or results of operations of Seaglass.
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(k) Seaglass is and has been in material compliance with all applicable laws, orders, rules and regulations of all governmental bodies and agencies, including applicable securities laws and regulations and environmental laws and regulations, except where such noncompliance in the aggregate has not had, and would not be reasonably expected to have, a Material Adverse Effect. Seaglass has not received notice of any noncompliance with the foregoing, nor is it aware of any claims or claims threatened in writing in connection therewith.
(l) Except as otherwise disclosed herein or by a written attachment hereto, no officer, director or affiliate of Seaglass has been, within the past five years, (i) a party to any bankruptcy petition against such person or against any business of which such person was affiliated; (ii) convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses; (iii) subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or (iv) found by a court of competent jurisdiction in a civil action by the SEC or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law and which judgment has not been reversed, suspended or vacated.
(m) Except as disclosed to Calypso in writing and annexed hereto as Attachment No. 4(m), Seaglass has no “material” contracts, commitments, arrangements, or understandings relating to its business, operations, financial condition, prospects, or otherwise. For purposes of this Section 4(m), “material” means payment or performance of a contract, commitment, arrangement or understanding in the ordinary course of business, which is expected to involve payments to any third party in excess of $100,000.
(n) Seaglass does not have or maintain any employee benefit, bonus, incentive compensation, profit-sharing, equity, stock bonus, stock option, stock appreciation rights, restricted stock, other stock-based incentive, executive compensation agreement, employment agreement, deferred compensation, pension, stock purchase, employee stock ownership, savings, pension, retirement, supplemental retirement, employment related change-in-control, severance, salary continuation, layoff, welfare (including, without limitation, health, medical, prescription, dental, disability, salary continuation, life, accidental death, travel accident, and other insurance), vacation, holiday, sick leave, fringe benefit, or other benefit plan, program, or policy, whether qualified or nonqualified and any trust, escrow, or other agreement related thereto, covering any present or former employees, directors, or their respective dependents.
(o) There are no actions, proceedings or investigations pending or threatened against Seaglass and, after making appropriate investigation, to the best of its knowledge none is threatened before any federal or state environmental regulatory body, or before any federal or state court, alleging noncompliance by Seaglass or any predecessor in interest with the Comprehensive Environmental Response, Compensation and Liability Act of 1990 ("CERCLA") or any other Environmental Laws. To Seaglass’ knowledge after due investigation;
(i) there is no reasonable basis for the institution of any action, proceeding or investigation against Seaglass under any Environmental Law;
(ii) Seaglass is not responsible under any Environmental Law for any release by any person at or in the vicinity of real property of any hazardous substance (as defined by CERCLA), caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any such hazardous substance into the environment;
(iii) Seaglass is not responsible for any costs of any remedial action required by virtue of any release of any toxic or hazardous substance, pollutant or contaminant into the environment including, without limitation, costs arising from security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body;
(iv) Seaglass is in material compliance with all applicable Environmental Laws; and
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(v) no real property, now or in the past, used, owned, managed or controlled by Seaglass contains any toxic or hazardous substance including, without limitation, any asbestos, PCBs or petroleum products or byproducts in any form, the presence, location or condition of which (x) violates any Environmental Law, or (y) cannot be cleaned by ordinary reclamation procedures customary in the oil and gas industry.
For purposes of this Agreement, "Environmental Laws" will mean any federal, state, local or municipal statute, ordinance or regulation, or order, ruling or other decision of any court, administrative agency or other governmental authority pertaining to the release of hazardous substances (as defined in CERCLA) into the environment.
(p) No representation or warranty by Seaglass contained in this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements therein not misleading. Except as specifically indicated elsewhere in this Agreement, all documents delivered by Seaglass in connection herewith, have been and will be complete originals, or exact copies thereof.
SECTION 5 Representations of Calypso and Merger Sub. Calypso and Merger Sub hereby make jointly and severally, as of the date hereof and as of the Effective Time of the Merger, the following representations and warranties:
(a) As of the date hereof and the Effective Time of the Merger, the shares of Calypso common stock to be issued and delivered to the Seaglass Stockholders hereunder and in connection herewith will, when so issued and delivered, constitute duly authorized, validly and legally issued, fully-paid and nonassessable shares of Calypso common stock, free of all liens and encumbrances.
(b) Each of Calypso and Merger Sub has the requisite corporate power to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (i) have been or will, prior to the Closing and the Effective Time of the Merger, be duly authorized by the respective Boards of Directors of Calypso, Merger Sub and by Calypso as the sole stockholder of Merger Sub; and (ii) except as otherwise set forth herein, do not have to be approved or authorized by the stockholders of Calypso. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which Calypso or Merger Sub is a party or to which it is otherwise subject and will not violate any judgment, decree, order, writ, law, rule, statute, or regulation applicable to Calypso, Merger Sub or their properties. The execution and performance of this Agreement will not violate or conflict with any provision of the respective Certificates of Incorporation or Bylaws of either Calypso or Merger Sub.
(c) Calypso has delivered to Seaglass, or will deliver prior to the Closing, a true and complete copy of its audited financial statements for the fiscal years ended December 31, 2009, and 2008, and its unaudited financial statements for the nine month ended September 30, 2010 (the “Calypso Financial Statements”). The Calypso Financial Statements are complete, accurate and fairly present the financial condition of Calypso as of the dates thereof and the results of its operations for the periods then ended. The Calypso Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Calypso as of the dates thereof and the results of its operations and changes in financial position for the periods then ended. Other than as set forth in any schedule or exhibit attached hereto, and except as may otherwise be set forth or referenced herein, there are no material liabilities or obligations, either fixed or contingent, not disclosed or referenced in the Calypso Financial Statements or in any exhibit or notes thereto other than contracts or obligations occurring in the ordinary course of business since September 30, 2010; and no such contracts or obligations occurring in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of Calypso as reflected in the Calypso Financial Statements. Calypso has, or will have at the Closing, good title to all assets, properties or contracts shown on the Calypso Financial Statements subject only to dispositions and other transactions in the ordinary course of business, the disclosures set forth therein and liens and encumbrances of record.
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(d) Merger Sub has no financial statements because it was recently created solely for the purpose of effectuating the Merger and it has been, is and will remain inactive except for purposes of the Merger. Merger Sub has no assets, liabilities, material contracts or obligations of any kind other than as incurred in the ordinary course in connection with its incorporation in Utah. Merger Sub has no subsidiaries or affiliates.
(e) Except as disclosed in writing to Seaglass, since September 30, 2010, there have been no material adverse changes in the business, financial condition or results of operation of Calypso, except changes arising in the ordinary course of business, which changes would materially and adversely affect the financial position of Seaglass.
(f) Neither Calypso nor Merger Sub is a party to or the subject of, any material pending litigation, claims, or governmental investigation or proceeding not reflected in the Calypso Financial Statements and there are no material lawsuits, claims, assessments, investigations, or similar matters, threatened in writing against Merger Sub, Calypso, or the management or properties of Calypso or Merger Sub.
(g) Calypso and Merger Sub are each duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective incorporation; each has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required, except where the failure to so qualify would have no material negative impact. Neither corporation is required to be qualified to do business in any state other than the respective state of its incorporation.
(h) Calypso and Merger Sub have filed all federal, state, county and local income, excise, property and other tax, governmental and/or other returns, forms, filings, or reports, which are due or required to be filed by it prior to the date hereof and have paid or made adequate provision in the Calypso Financial Statements for the payment of all taxes, fees, or assessments which have or may become due pursuant to such returns, filings or reports or pursuant to any assessments received. Neither Calypso nor Merger Sub is delinquent or obligated for any tax, penalty, interest, delinquency or charge and there are no tax liens or encumbrances applicable to either corporation.
(i) As of the date of this Agreement, Calypso’s authorized capital stock consists of 100,000,000 shares of common stock, $0.00001 par value, of which 5,000,000 shares are presently issued and outstanding, and 10,000,000 shares of preferred stock, none of which are issued and outstanding. Merger Sub’s capitalization consists solely of 10,000 authorized shares of common stock (“Merger Sub’s Common Stock”), of which 1,000 shares are outstanding, all of which are owned by Calypso, free and clear of all liens, claims and encumbrances. All outstanding shares of common stock of Calypso and Merger Sub are, and will be at the Closing, duly authorized, validly issued, fully paid and nonassessable. There are no existing options, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued capital stock or other securities of either Calypso or Merger Sub.
(j) The financial records, minute books, and other documents and records of Calypso and Merger Sub will be made available to Seaglass prior to the Closing. The records and documents of Calypso and Merger Sub that have been or will be delivered to Seaglass, constitute all of the material records and documents of Calypso and Merger Sub that they are aware of, or that are in their possession or in the possession of Calypso or Merger Sub.
(k) Neither Calypso nor Merger Sub has materially breached any material agreement to which it is or has been a party. Prior to the execution of this Agreement, Calypso has given to Seaglass copies of or access to all “material” contracts, commitments and/or agreements to which Calypso is a party. There are no currently existing agreements with any affiliates, related or controlling persons or entities. Calypso has no leasehold interest or other ownership interest, and no obligations under any real estate or any mining claims. For purposes of this Section 5(k), “material” means payment or performance of a contract, commitment, arrangement or understanding in the ordinary course of business, which is expected to involve payments to any third party in excess of $100,000.
(l) All shares of Calypso’s outstanding common stock have been issued pursuant to an appropriate exemption from registration under the Securities Act and all applicable state securities laws. There are no outstanding, pending or threatened stop orders or other actions or investigations relating thereto involving federal and state securities laws.
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(m) Calypso and Merger Sub have and, at the Closing will have disclosed in writing to Seaglass all events, conditions and facts materially affecting the business, financial conditions, including any liabilities, contingent or otherwise, or results of operations of either Calypso or Merger Sub, since September 30, 2010.
(n) All information regarding Calypso that has been provided to Seaglass by Calypso, or set forth in any document or other communication, disseminated to any former, existing or potential stockholders of Calypso, to the public or filed with the SEC, FINRA, or any state securities regulators or authorities, is true, complete, accurate in all material respects, not misleading, and was and is in full compliance with all securities laws and regulations.
(o) Calypso is and has been in material compliance with, and has conducted any business owned or operated by it in compliance with all applicable laws, orders, rules and regulations of all governmental bodies and agencies, including applicable securities laws and regulations, including, but not limited to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and environmental laws and regulations, except where such noncompliance has and will have, in the aggregate, no material adverse effect. Calypso has not received notice of any noncompliance with the foregoing, nor is it aware of any claims or threatened claims in connection therewith.
(p) Except as and to the extent specifically disclosed in this Agreement and as may be specifically disclosed or reserved against as to amount in the latest balance sheet contained in the Calypso Financial Statements, there is no basis for any assertion against Calypso of any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due including, without limitation, any liability for taxes, including e-commerce sales or other taxes, interest, penalties and other charges payable with respect thereto. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will;
(i) result in any payment, whether severance pay, unemployment compensation or otherwise, becoming due from Calypso to any person or entity, including without limitation, any employee, director, officer;
(ii) increase any benefits otherwise payable to any person or entity, including without limitation, any employee, director, officer or affiliate; or
(iii) result in the acceleration of the time of payment or vesting of any such benefits.
(q) No aspect of Calypso’s business, operations or assets is of such a character as would restrict or otherwise hinder or impair Calypso from carrying on its business as presently being conducted and as anticipated following consummation of the Merger.
(r) There is no reasonable basis for the institution of any action, proceeding or investigation against Calypso under any Environmental Law.
(s) No representation or warranty by Calypso or Merger Sub contained in this Agreement and no statement contained in any certificate, schedule or other communication furnished pursuant to or in connection with the provisions hereof, contains or will contain any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements therein not misleading. Except as specifically indicated elsewhere in this Agreement, all documents delivered by Calypso in connection herewith, have been and will be complete originals, or exact copies thereof.
SECTION 6 Closing. The Closing of the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined by the parties hereto, but no later than five (5) days after all conditions precedent have been satisfied or waived and all required documents have been delivered. The parties will use their reasonable commercial efforts to cause the Closing to within 10 days from the date hereof. The “Effective Time of the Merger” will be that date and time specified in the Articles of Merger as the date on which the Merger will become effective.
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SECTION 7 Actions Prior to Closing.
(a) Prior to the Closing, Seaglass on one hand, and Calypso and Merger Sub on the other hand, will be entitled to make such investigations of the assets, properties, business and operations of the other party and to examine the books, records, tax returns, financial statements and other materials of the other party as such investigating party deems necessary in connection with this Agreement and the transactions contemplated hereby. Any such investigation and examination will be conducted at reasonable times and under reasonable circumstances and the parties hereto will cooperate fully therein. The representations and warranties contained in this Agreement will not be affected or deemed waived by reason of the fact that any party hereto discovered, or should have discovered, that any representation or warranty is or might be inaccurate in any respect. Until the Closing, the parties hereto and their respective affiliates will keep confidential and will not use in any manner inconsistent with the transactions contemplated by this Agreement, any information or documents obtained from the other concerning its assets, properties, business or operations. If the Closing will not occur for any reason (including, without limitation, pursuant to a termination of this Agreement), the parties hereto and their respective affiliates will not disclose, nor use for their own benefit, any such information or documents obtained from the other party or parties, in either case, unless and to the extent such information or documents are;
(i) readily ascertainable from public or published information, or trade sources;
(ii) received from a third party not under an obligation to such information confidential; or
(iii) required to be disclosed by any applicable law, rule, regulation or court order.
If the Closing does not occur for any reason, each of the parties and their respective affiliates will promptly return or destroy all such confidential information and compilations thereof, as is practicable, and will certify such destruction or return to the other party.
(b) Prior to the Closing, any written news releases or public disclosure by any party hereto pertaining to this Agreement or the transactions contemplated hereby, will be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that;
(i) such approval will not be unreasonably withheld; and
(ii) such review and approval will not be required of disclosures required to comply, in the judgment of counsel, with federal or state securities or corporate laws or policies.
(c) Contemporaneous with or prior to the Closing, Calypso’s Board of Directors will take all necessary and requisite actions to nominate and appoint to the Board two new directors designated by Seaglass and to be effective immediately upon the Closing.
(d) Except as contemplated by this Agreement, there will be no stock dividend, stock split, recapitalization, or exchange of shares with respect to, or rights issued in respect of Calypso common stock after the date hereof and there will be no dividends or other distributions paid on Calypso’s common stock after the date hereof, in each case through and including the Effective Time of the Merger.
(e) Calypso, acting through its Board of Directors, will authorize and take all requisite and necessary actions to prepare and file the requisite reports and/or filings with the SEC and make whatever other reports and/or filings that may be required pursuant to applicable law.
(f) Seaglass will provide to Calypso any documents and information necessary for inclusion in the requite reports and/or filings to be filed by Calypso with the SEC or other agency concerning the Merger and the transactions contemplated hereby. Seaglass, Calypso and Merger Sub, respectively, agree to promptly correct any information provided by any of them for use in the reports and/or filings if, and to the extent that, such information will have become false or misleading in any material respect and Calypso further agrees to take all necessary steps to cause the reports and/or filings, as so corrected if necessary, to be prepared and delivered to the appropriate party to the extent required by applicable state and federal securities laws.
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(g) Except as required by law, neither Seaglass nor Calypso and Merger Sub will voluntarily take any action that would, or that is reasonably likely to, result in any of the conditions to the Merger not being satisfied. Without limiting the generality of the foregoing neither Seaglass nor Calypso and Merger Sub will not take any action that would result in;
(i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue; or
(ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect.
(h) Calypso common stock will continue to be approved for quotation in the over-the-counter market on the OTC Bulletin Board and Calypso will have continued to satisfy throughout the period from the date hereof through the Closing Date any disclosure or filing requirements to maintain its eligibility to have its shares quoted.
SECTION 8 Conditions Precedent to the Obligations of Seaglass. All obligations of Seaglass under this Agreement and to effect the Merger and other transactions contemplated hereby, are subject to the fulfillment, prior to or as of the Closing and/or the Effective Time of the Merger, as indicated below, of each of the following conditions:
(a) The representations and warranties by or on behalf of Calypso and Merger Sub contained in this Agreement, or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith, will be true at and as of the Closing and Effective Time of the Merger as though such representations and warranties were made at and as of such time.
(b) Calypso and Merger Sub will have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. No preliminary or permanent injunction or other order, decree or ruling issued by a court or other governmental authority of competent jurisdiction nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority of competent jurisdiction will be in effect which would have the effect of (i) making the consummation of the Merger illegal, or (ii) otherwise prohibiting the consummation of the Merger.
(c) On or before the Closing, the Boards of Directors of Calypso and Merger Sub, and Calypso as sole stockholder of Merger Sub, will have approved in accordance with applicable provisions of state corporation law, the execution and delivery of this Agreement and consummation of the transactions contemplated herein and will have submitted same to the stockholders of each entity, as applicable.
(d) On or before the Closing, Calypso and Merger Sub will have delivered to Seaglass certified copies of resolutions of the Calypso and Merger Sub Boards of Directors and Calypso as the sole stockholder of Merger Sub, approving and authorizing;
(i) the execution, delivery and performance of this Agreement and all necessary and proper actions to enable Calypso and Merger Sub to comply with the terms of this Agreement;
(ii) the election of Seaglass’ nominees to the Calypso Board of Directors; and
(iii) all other matters set forth or contemplated herein.
(e) The Merger will be permitted by applicable state law and Calypso will have sufficient shares of its common stock authorized to complete the Merger at the Effective Time of the Merger and the transactions contemplated hereby.
(f) At the Closing, all of the directors and officers of Merger Sub will have resigned in writing from their positions as directors and executive officers of the corporation, effective at the Closing, and those persons designated by Seaglass as nominees to the Calypso Board of Directors will be duly elected and assume the position of directors on the Calypso Board.
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(g) At the Closing, all instruments and documents delivered by Calypso or Merger Sub, to Seaglass Stockholders pursuant to the provisions hereof, will be reasonably satisfactory to legal counsel for Seaglass.
(h) The capitalization of Calypso and Merger Sub will be the same as described in Section 5(i) above.
(i) The shares of Calypso common stock to be issued to Seaglass Stockholders at the Closing will be validly issued, nonassessable and fully paid under the provisions of applicable state law and will be issued in a private, nonpublic offering in compliance with all federal, state and applicable securities laws.
(j) Seaglass will have completed its financial and legal due diligence investigation of Calypso with results thereof satisfactory to them.
Section 9 Conditions Precedent to the Obligations of Calypso and Merger Sub. All obligations of Calypso and Merger Sub under this Agreement to effect the Merger and other transactions contemplated hereby, are subject to the fulfillment, prior to or at the Closing and/or the Effective Time of the Merger as indicated below, of each of the following conditions:
(a) The representations and warranties by Seaglass contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof or in connection herewith, will be true at and as of the Closing and the Effective Time of the Merger as though such representations and warranties were made at and as of such times.
(b) Seaglass will have performed and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it.
(c) On or before the Closing, the Board of Directors and stockholders of Seaglass will have approved in accordance with applicable provisions of state corporation law, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
(d) On or before the Closing Date, Seaglass will have delivered to Calypso certified copies of resolutions of its stockholders and Board of Directors, as applicable, approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and authorizing all of the necessary and proper action to enable Seaglass to comply with the terms of this Agreement.
(e) The Merger will be permitted by applicable state law.
(f) Prior to the Closing, Calypso must receive from each Seaglass Stockholder an “investment letter” or other equivalent document providing representations that the shares of Calypso common stock to be issued in the Merger are, among other things;
(i) being acquired for investment purposes and not with a view to public resale;
(ii) being acquired for the investor’s own account; and
(iii) are restricted and may not be resold except pursuant to a registration statement or in reliance upon an exemption to registration under the Securities Act.
(g) At the Closing, all instruments and documents delivered by Seaglass pursuant to the provisions hereof will be reasonably satisfactory to legal counsel for Calypso.
(h) At the Closing, there will be issued and outstanding 5,900,000 shares of Seaglass common stock, which shares will be exchanged for shares of Calypso common stock as per Section 2 hereof.
(i) Seaglass will have received all necessary and requisite approvals and consents from its Board of Directors and stockholders and this Agreement and the Merger will have been adopted and approved by the requisite vote of Seaglass Stockholders.
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(j) Calypso will have an exemption from registration under the Securities Act and the securities laws of the States of Nevada and the various states of residence of Seaglass Stockholders for issuance of the shares of Calypso common stock to be issued to Seaglass Stockholders pursuant to the Merger.
SECTION 10 Survival. The representations and warranties contained in this Agreement and any other document or certificate relating hereto will survive and continue in full force and effect for a period of six months after the Effective Time of the Merger.
SECTION 11 Indemnification.
(a) From and after the Closing of this Agreement, Calypso and Merger Sub agree to indemnify, defend and hold harmless Seaglass and each person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Closing an officer or director of Seaglass, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, demands, liabilities, damages and deficiencies, including interest and penalties, incurred or suffered in connection with any claim action, suit, proceeding or investigation, whether civil, criminal or administrative, arising out of matters existing or occurring prior to the Closing, whether asserted or claimed prior to, at or after the Closing, which is based in whole or in part on, or arising in whole or in part out of the fact that such person is or was a director or executive officer of Seaglass, including, without limitation, all losses, claims, damages, costs, expenses, liabilities, judgments or settlement amounts based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby to the fullest extent that Seaglass could have been permitted under applicable state laws and its certificate of incorporation, bylaws and other agreements in effect on the date hereof to indemnify such individual.
(b) From and after the Closing of this Agreement, Seaglass agree to indemnify, defend and hold harmless the Calypso and Merger Sub and each person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Closing a director or executive officer of Calypso or Merger Sub, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, demands, liabilities, damages and deficiencies, including interest and penalties, incurred or suffered in connection with any claim action, suit, proceeding or investigation, whether civil, criminal or administrative, arising out of matters existing or occurring prior to the Closing, whether asserted or claimed prior to, at or after the Closing, which is based in whole or in part on, or arising in whole or in part out of the fact that such person is a party to this Agreement or is or was a director or officer of Calypso or Merger Sub including, without limitation, all losses, claims, damages, costs, expenses, liabilities, judgments or settlement amounts based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby to the fullest extent that Calypso and Merger Sub could have been permitted under applicable state laws and its certificate of incorporation, bylaws and other agreements in effect on the date hereof, to indemnify such individual.
(c) Any indemnified party wishing to claim indemnification under subsection (a) or (b) of this Section 11, upon learning of any such claim, action , suit, proceeding or investigation, will promptly notify Calypso, and Merger Sub if under subsection (a), or Seaglass if under subsection (b). However, failure to so notify the appropriate party will not relieve the indemnifying party from any liability which it may have under this Section 11, except to the extent such failure materially prejudices such party. In the event of any such claim, action, suit, proceeding or investigation, (i) the indemnifying party will have the right to assume the defense thereof and will not be liable to any such indemnified party in connection with the defense thereof; (ii) the indemnified party will cooperate in all respects as requested by the indemnifying party in the defense of any such matter; and (iii) the indemnifying party will not be liable for any settlement effected without its prior written consent, which consent will not be unreasonably withheld; provided, however, that the indemnifying party will not have any obligation hereunder to any indemnified party if and when a court will ultimately determine, and such determination will have become final, that the indemnification of such indemnified party in the manner contemplated hereby is prohibited by law.
SECTION 12 Nature of Representations. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties, covenants and agreements contained in this Agreement and the other Transaction Documents delivered at the Closing and not upon any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.
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SECTION 13 Documents at Closing. At the Closing, the following documents will be delivered:
(a) Seaglass will deliver, or will cause to be delivered, to Calypso the following;
(i) a certificate executed by the Presidents of Seaglass to the effect that all representations and warranties made by Seaglass under this Agreement are true and correct as of the Closing and as of the Effective Time of the Merger, the same as though originally given to Calypso or Merger Sub on said date and that Seaglass has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Seaglass on or prior to the Effective Time of the Merger;
(ii) a certificate from the state of Seaglass’ incorporation dated within five business days of the Closing to the effect that each respective corporation is in good standing under the laws of said state;
(iii) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(iv) an executed copy of the Articles of Merger related to the Merger contemplated by this Agreement for filing in Nevada;
(v) certified copies of resolutions adopted by Seaglass’ Board of Directors approving the Merger Agreement and other Transaction Documents related to the Merger;
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(vi) All requisite and necessary documents evidencing the ownership of the Claims; and
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(vii) all other items, the delivery of which is a condition precedent to the obligations of Calypso and Merger Sub, as set forth in Section 9 above.
(b) Calypso and Merger Sub will deliver or cause to be delivered to Seaglass;
(i) stock certificates representing those securities of Calypso to be issued to Seaglass Stockholders as a part of the Merger as described in Section 2(c) hereof;
(ii) a certificate of the Presidents of Calypso and Merger Sub, respectively, to the effect that all representations and warranties of Calypso and Merger Sub made under this Agreement are true and correct as of the Closing, the same as though originally given on said date; and that each of Calypso and Merger Sub has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time of the Merger;
(iii) certified copies of resolutions adopted by Calypso’s and Merger Sub’s Boards of Directors and Merger Sub’s sole stockholder approving the Merger Agreement and authorizing the Merger and all related matters;
(iv) certificates from the jurisdiction of incorporation of Calypso and Merger Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state;
(v) an executed copy of the Articles of Merger for filing in Nevada;
(vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; and
(vii) all other items, the delivery of which is a condition precedent to the obligations of Seaglass as set forth in Section 8 hereof.
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SECTION 14 Finder’s Fees. Calypso and Merger Sub, jointly and severally, represent and warrant to Seaglass, and Seaglass represents and warrants to Calypso and Merger Sub, that except as otherwise set forth herein, none of them, or any party acting on their behalf, has incurred any liabilities, either express or implied, to any “broker” or “finder” or similar person in connection with this Agreement or any of the transactions contemplated hereby.
SECTION 15 Additional Covenants. Between the date hereof and the Closing, except with prior written consent of the other party:
(a) Calypso, Merger Sub and Seaglass will conduct their business only in the usual and ordinary course and the character of such business will not be changed nor will any different business be undertaken;
(b) No change will be made in the Certificate of Incorporation or Bylaws of Calypso, Merger Sub or Seaglass except as described herein;
(c) No change will be made in the authorized or issued shares of Calypso except as set forth herein;
(d) None of the corporate entities hereto will discharge or satisfy any lien or encumbrance or obligation or liability, other than current liabilities shown on the financial statements heretofore delivered and current liabilities incurred since that date in the ordinary course of business; and
(e) Calypso will not make any payment or distribution to its stockholders or purchase or redeem any shares or common stock except as set forth herein.
SECTION 16 Termination. This Agreement may be terminated prior to the Effective Date as set forth below:
(a) By mutual written consent of all the parties hereto;
(b) By Calypso or Seaglass if the Effective Time of the Merger will not have occurred on or before December 31, 2010. (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 16(b) will not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in, the failure of the Effective Time of the Merger to occur on or before the Termination Date;
(c) By Calypso or Seaglass if any governmental entity;
(i) will have issued an order, decree or ruling or taken any other action (which the parties will use their reasonable best efforts to resist, resolve or lift, as applicable) permanently restraining, enjoining or otherwise prohibiting the transaction contemplated by this Agreement and such order, decree, ruling or other action will have become final and nonappealable; or
(ii) will have failed to issue an order, decree or ruling or to take any other action and such denial of a request to issue such order, decree, ruling or take such other action will have become final and nonappealable (which order, decree, ruling or other action the parties will have used their reasonable best efforts to obtain); if such action under (i) and/or (ii) is necessary to fulfill the conditions set forth in Sections 8 and 9, as applicable;
(d) By Calypso if the approvals of the Seaglass stockholders contemplated by this Agreement will not have been obtained by reason of the failure to obtain the required vote of stockholders or consent to the respective matters as to which such approval was sought; or
(e) By Calypso or Seaglass if one of the other parties will have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions set forth in either Section 8 or Section 9 are not capable of being satisfied on or before the Termination Date.
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SECTION 17 Effect of Termination. In the event of termination of this Agreement by any of the parties hereto as provided in Section 16 (other than Section 16(e)), this Agreement will forthwith become void and there will be no liability or obligation on the part of any of the parties or their respective officers or directors.
SECTION 18 Miscellaneous.
(a) Further Assurances. At any time and from time to time after the Effective Time of the Merger, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party (in its sole discretion) to whom such compliance is owed.
(c) Amendment. This Agreement may be amended only in writing as agreed to by all parties hereto.
(d) Notices. All notices and other communications to any party hereto will be in writing and deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested, by Federal Express, facsimile or e-mail to the address of the noticed party as follows:
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Calypso Merger, Inc.
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▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (570)
E-mail: ▇▇▇▇▇@▇▇▇.▇▇▇
Seaglass Holding Corp.
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇,
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▇▇▇▇▇ ▇▇▇
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Additional notices are to be given as to each party, at such other address as \should be designated in writing complying as to delivery with the terms of this Section 18(d). All such notices shall be effective when sent, addressed as aforesaid.
(e) Headings. The section and subsection headings in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(g) Binding Effect. This Agreement will be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns.
(h) Entire Agreement. This Agreement and the Attachments and exhibits annexed hereto, is the entire agreement of the parties covering everything agreed upon or understood in the transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof.
(i) Severability. If any part of this Agreement is deemed to be unenforceable, the balance of the Agreement will remain in full force and effect.
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(j) Responsibility and Costs. Whether the Merger is consummated or not and except as otherwise set forth below, all fees, expenses and out-of-pocket costs including, but not limited to, fees and disbursements of counsel, financial advisors and accountants and expenses associated with fulfillment of the obligations set forth herein, that are incurred by the parties hereto will be borne solely and entirely by the party that has incurred such costs and expenses, unless the failure to consummate the Merger constitutes a breach of the terms hereof, in which event the breaching party will be responsible for all costs of all parties hereto.
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(k)
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Legal Representation. The parties hereto acknowledge and agree that each respective party is represented by the same legal counsel and that each party hereby waives any existing or potential conflict of interest that may exist or occur by such common legal representation.
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(l) Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Utah without regard to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
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By:
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/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its:
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President
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Calypso Merger, Inc.
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By:
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/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its:
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President
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Seaglass Holding Corp.
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By:
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/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its:
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President
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Attachment No. 1
Description of Claims
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2010 Current Colorado mining claims: WM and PH Claims
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CO Claim #
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Claim Name
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County
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Claim Type
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Date Filed
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CMC276414
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WM #1
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FREMONT
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LODE CLAIM
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9/4/2008
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CMC276415
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WM #2
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FREMONT
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LODE CLAIM
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9/4/2008
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▇▇▇▇▇▇▇▇▇
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WM #3
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FREMONT
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LODE CLAIM
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9/4/2008
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CMC276417
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WM #4
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FREMONT
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LODE CLAIM
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9/4/2008
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CMC276418
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WM #5
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FREMONT
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LODE CLAIM
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9/4/2008
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CMC276419
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WM #6
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FREMONT
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LODE CLAIM
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9/4/2008
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CMC276337
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PH #1
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276338
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PH #2
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276339
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PH #3
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276340
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PH #4
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GUNNISON
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LODE CLAIM
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8/7/2008
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▇▇▇▇▇▇▇▇▇
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PH #5
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276342
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PH #6
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276343
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PH #7
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276344
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PH #8
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GUNNISON
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LODE CLAIM
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8/8/2008
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CMC276345
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PH #9
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276346
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PH #10
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GUNNISON
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LODE CLAIM
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8/7/2008
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CMC276347
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PH #11
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GUNNISON
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LODE CLAIM
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8/8/2008
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CMC276348
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PH #12
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GUNNISON
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LODE CLAIM
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8/9/2008
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CMC276349
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PH #13
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GUNNISON
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LODE CLAIM
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8/10/2008
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CMC276350
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PH #14
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GUNNISON
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LODE CLAIM
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8/10/2008
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CMC276351
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PH #15
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GUNNISON
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LODE CLAIM
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8/10/2008
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CMC276352
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PH #16
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GUNNISON
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LODE CLAIM
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8/11/2008
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CMC276353
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PH #17
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GUNNISON
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LODE CLAIM
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8/11/2008
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CMC276354
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PH #18
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GUNNISON
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LODE CLAIM
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8/11/2008
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CMC276355
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PH #19
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GUNNISON
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LODE CLAIM
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8/11/2008
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CMC276356
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PH #20
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GUNNISON
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LODE CLAIM
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8/11/2008
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CMC276357
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PH #21
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GUNNISON
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LODE CLAIM
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8/12/2008
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▇▇▇▇▇▇▇▇▇
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PH #22
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GUNNISON
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LODE CLAIM
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8/12/2008
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CMC276359
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PH #23
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GUNNISON
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LODE CLAIM
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8/12/2008
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CMC276360
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PH #24
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GUNNISON
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LODE CLAIM
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8/13/2008
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CMC276361
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PH #25
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GUNNISON
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LODE CLAIM
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8/13/2008
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CMC276362
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PH #26
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GUNNISON
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LODE CLAIM
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8/13/2008
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CMC276363
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PH #27
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GUNNISON
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LODE CLAIM
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8/13/2008
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CMC276364
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PH #28
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GUNNISON
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LODE CLAIM
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8/13/2008
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CMC276365
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PH #29
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GUNNISON
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LODE CLAIM
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8/13/2008
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▇▇▇▇▇▇▇▇▇
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PH #30
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GUNNISON
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LODE CLAIM
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8/14/2008
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CMC276367
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PH #31
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GUNNISON
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LODE CLAIM
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8/14/2008
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2010 Current Colorado mining leases
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Lease No
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Acres
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Subdivision
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SEC.TWP.RGE.
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County
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|
UR 3356
|
160
|
NW
|
36-22S-71W
|
▇▇▇▇▇▇
|
|
UR 3357
|
320
|
W2
|
36-21S-71W
|
▇▇▇▇▇▇
|
--
- 18 -
Attachment No. 2(c)
The following persons are to receive shares of Calypso Media Services Group, Inc. Common Stock in the respective amounts set forth adjacent to their names and pursuant to the Agreement and Plan of Merger.
| Name of Person to Receive | ||||
| Calypso Media Services Group, Inc. | ||||
| Common Stock | Number of Shares to be Received | |||
| Blue Cap Development Corp. | 500,000 | |||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | 250,000 | |||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | 150.000 | |||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | 2,000,000 | |||
| H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | 2,000,000 | |||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | 1,000,000 | |||
- 19 -
Attachment No. 4(m)
Seaglass Holding Corp.
Material Contracts
[NONE]
--
- 20 -