ASSET PURCHASE AGREEMENT
BETWEEN
CATALYST CAPITAL GROUP, INC.
a California Corporation
AND
BREEZER VENTURES, INC.
a Nevada Corporation
DATED
April 7, 2011
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of 7th day of April, 2011 by and among and Breezer Ventures,
Inc. a Nevada corporation and its affiliates, ("PURCHASER" or the
"PURCHASER"), and Catalyst Capital Group, Inc., a California
corporation and its affiliates ("CCG").
PRELIMINARY STATEMENT:
WHEREAS, Firecreek Global, Inc. ("Firecreek") had a 93.75% working
interest (for depths above 100 feet below the top of the Ellenburger
Formation) and 70.341796% net revenue interest in the ▇▇▇▇ ▇▇▇▇▇▇▇ oil
and gas lease (the "Working Interests"); and
WHEREAS, CCG, pursuant to an agreement between CCG and Firecreek,
dated December 31, 2010 and attached hereto as Attachment A and an
assignment and amendment to that agreement dated April 7, 2011 and
attached hereto as Attachment B (collectively, the "Firecreek Agreement"),
acquired the rights and obligations to an undivided 13/16th interest in
and to Firecreek's right, title and interest in and to Well #6 (API# 059-
04612) together with the proration units designated for such well by the
Texas Railroad Commission and the rights and appurtenances incident to
such well (such well and the associated proration units and rights and
appurtenances, arising from the working Interests, hereinafter referred
to as the "Initial Well"); Firecreek's rights in, to and under, and
obligations arising from, agreements relating to the Lease to the extent
the same are applicable to the Initial Well; Firecreek's interest in
fixtures and personal property used solely in connection with the
operation of the Initial Well; and Firecreek's interest in books, files,
data and records in Seller's possession to the extent the same relate to
the Initial Well provided that possession of same will remain with
Firecreek; along with certain options to rehabilitate other Option ▇▇▇▇▇
under certain terms and conditions as described in the Firecreek Agreement;
such interests to be hereinafter referred to as the "ASSETS"; and
WHEREAS, PURCHASER desires to acquire the ASSETS from CCG and CCG desires
to convey the ASSETS to the PURCHASER; and
WHEREAS, the parties intend to memorialize the purchase and sale of the
CCG Well ASSETS of CCG to PURCHASER upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby conclusively acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
SALE AND PURCHASE OF CCG'S ASSET
AND PURCHASE PRICE
SECTION 1.1 Sale of CCG ASSET. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with applicable
law, at the Closing on the Closing Date (as those terms are defined in
Section 2.1 hereof), CCG agrees to sell, assign, transfer, convey and
deliver to the PURCHASER, and PURCHASER agrees to purchase and acquire
all of CCG's right, title and interest in and to all of the ASSETS as
described in the Firecreek Agreement.
SECTION 1.2 Purchase Price. The purchase price (the "Purchase Price")
to be paid by the PURCHASER for CCG ASSETS is
1. a one time payment of $50,000 plus 15/16th of any excess total
rehabilitation cost associated with Well #6, payable pursuant to
the terms listed on Schedule 1.2 herein.
2. 5,000,000 restricted common shares of Breezer Ventures, Inc.
ARTICLE II
CLOSING DATE AND DELIVERIES AT CLOSING
SECTION 2.1 Closing Date The closing of the transactions contemplated
by this Agreement (the "Closing"), unless expressly determined herein, shall
be held at the offices of CCG at such time as all Attached documents are
completed and executed, or on such other date and at such other place as may
be mutually agreed by the parties, including closing by facsimile with
originals to follow. The date of the Closing is sometimes referred to
herein as the "Closing Date." If payment pursuant to Section 1.2 or
delivery of ASSET pursuant to Section 2.2 is not made, then either party
may deem this Agreement null and void, effective immediately
SECTION 2.2 Deliveries by ▇▇▇.▇▇ addition to and withoutlimiting any
other provision of this Agreement, CCG agrees to deliver, orncause to be
delivered, to PURCHASER, at or prior to Closing,nthe following:
(a) Description and valuation of the ASSETS, including, but
not limited to, all outstanding liabilities, valuations, orders and, as
available, decisions of state and Federal regulatory authorities
establishing units, Joint Operating Agreements, Enhanced Recovery
Agreements, Water Flood Agreements, Options, Drilling Agreements,
Unitization, Pooling and Communitization Agreements, Oil and/or Gas
Sales Agreements, Processing Agreements, Gas Gathering and Transmission
Agreements, Gas Balancing Agreements, salt Water Disposal and
Injection Agreements, Assignments of Operating Rights, Working Interest,
Subleases, and any and all other agreements to the extent they pertain
to the Leases, Lands and the ▇▇▇▇▇ located on the Leases. All Rights of
Way, Easements, Surface Fees, Surface Leases, Servitudes and Franchises,
insofar as they pertain to the Leases and the ▇▇▇▇▇ located on the Leases.
All producing, non-producing and shut-in oil and gas ▇▇▇▇▇, salt water
disposal ▇▇▇▇▇, water ▇▇▇▇▇, injection ▇▇▇▇▇, and all other ▇▇▇▇▇ on or
attributable to the Leases. All pumps, casing, rods, tubing, wellhead
equipment, separators, heater treaters, tanks, pipelines, gathering
lines, flow lines, valves, fittings and all other surface and down hole
equipment, fixtures, related inventory, gathering and treating
facilities, personal property and equipment used in connection with
the Lease(s) and the well(s) located on the Lease(s) and all other
interests described above.
(b) an executed Amendment and Assignment Agreement, agreed and
acknowledged by Firecreek, the form of which is attached hereto as
Attachment B; and
(c) such other documents or certificates as shall be reasonably
requested by the PURCHASER or its counsel.
SECTION 2.3 Deliveries by PURCHASER. In addition to and without
limiting any other provision of this Agreement, the PURCHASER agrees
to deliver, or cause to be delivered to CCG, at or prior to Closing,
the following:
(a) The Purchase Price required to be delivered on or before
Closing pursuant to Section 1.2 hereof;
(b) an executed Amendment and Assignment Agreement, the form of
which is attached hereto as Attachment B; and
(c) such other documents or certificates as shall be reasonably
requested by CCG or its counsel.
SECTION 2.4 Further Assurances. CCG and the PURCHASER, shall,
upon request, on or after the Closing Date, cooperate with each other
by furnishing any additional information, executing and delivering any
additional documents and/or other instruments and doing any and all
such things as may be reasonably required by the parties or their
counsel to consummate or otherwise implement the transactions
contemplated by this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
PURCHASER represents and warrants to CCG (which warranties and
representations shall survive the Closing regardless of what examinations,
inspections, audits and other investigations PURCHASER has heretofore
made or may hereinafter make with respect to such warranties and
representations) as follows:
SECTION 3.1 Organization and Qualification. PURCHASER is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and has the requisite corporate
power and authority to own, lease and operate its properties and to carry
on its business as it is now being conducted and is duly qualified to do
business in any other jurisdiction by virtue of the nature of the
businesses conducted by it or the ownership or leasing of its properties,
except where the failure to be so qualified will not, when taken together
with all other such failures, have a material adverse effect on the
business, operations, properties, assets, financial condition or results
of operation of PURCHASER and its subsidiaries, if any, taken as a whole.
(Any such material adverse effect being hereinafter referred to as
"PURCHASER Material Adverse Effect").
SECTION 3.2 Articles of Incorporation and By-Laws. The complete and
correct copies of PURCHASER's Articles of Incorporation and By-Laws,
as amended or restated to date, are a complete and correct copy of such
document as in effect on the date hereof and as of the Closing Date.
SECTION 3.3 Authority. PURCHASER has all requisite corporate power
and authority, to execute and deliver this Agreement, to perform his
obligations hereunder and to
consummate the transactions contemplated hereby. The execution and
delivery of this agreement by PURCHASER and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action and no other corporate proceedings on the
part of PURCHASER is necessary to authorize this Agreement or to
consummate the transactions contemplated hereby except as disclosed in
this Agreement. This Agreement has been duly executed and delivered by
PURCHASER and constitutes the legal, valid and binding obligation of
PURCHASER enforceable against PURCHASER in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting the enforcement of creditors'
rights generally and general principles of equity.
SECTION 3.3 No Conflict; Required Filings and Consents.
The execution and delivery of this Agreement by PURCHASER does not, and
the performance by PURCHASER of its obligations hereunder will not: (i)
conflict with or violate the Articles of Incorporation or By-Laws of
PURCHASER; (ii) conflict with, breach or violate any federal, state,
foreign or local law, statute, ordinance, rule, regulation, order,
judgment or decree (collectively, "Laws") in effect as of the date of
this Agreement and applicable to PURCHASER; or (iii) result in any breach
of, constitute a default (or an event that with notice or lapse of time
or both would become a default) under, give to any other entity any right
of termination, amendment, acceleration or cancellation of, require
payment under, or result in the creation of a lien or encumbrance on
any of the properties or assets of PURCHASER pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which PURCHASER is a party
or by PURCHASER or any of its properties or assets is bound. Excluding
from the foregoing are such violations, conflicts, breaches, defaults,
terminations, accelerations, creations of liens, or incumbency that would
not, in the aggregate, have a PURCHASER Material Adverse Effect.
SECTION 3.4 Report and Financial Statements. Since April 24, 2008,
PURCHASER has filed all reports and other documents required to be filed
by PURCHASER with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934 (the "SEC Reports"). The consolidated
financial statements of PURCHASER included in its Annual Report on an
appropriate form for the year ended September 30, 2010 and for the quarter
ended December 31, 2010 comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with
GAAP (except, in the case of unaudited consolidated quarterly statements,
as permitted by the SEC) applied on a consistent basis during the periods
involved (except as may otherwise be indicated in the notes thereto) and
fairly present in all material respects the consolidated financial
position of PURCHASER and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows
for the periods then ended (subject, in the case of unaudited quarterly
statements, to normal year-end audit adjustments) (the "Financial
Statements"). Each of the balance sheets contained in or incorporated
by reference into any such Financial Statements (including the related
notes and schedules thereto) fairly presented the financial position of
PURCHASER as of its date, and each of the statements of income and changes
in shareholders' equity and cash flows or equivalent statements in such
Financial Statements (including any related notes and schedules thereto)
fairly presents and will fairly present the results of operations, changes
in shareholders' equity and changes in cash flows, as the case may be, of
PURCHASER for the periods to which they relate. PURCHASER has not received
and has no knowledge of any pending comments or requests from FINRA or the
Securities and Exchange Commission or any other governmental authority.
The authorized capital stock of PURCAHSER consists of One Hundred Million
(100,000,000) shares of common stock, of which Thirty Million Six Hundred
Thousand (30,600,000) shares are issued and outstanding and 50,000,000
authorized shares of preferred stock, none of which are issued and
outstanding. All outstanding shares are fully paid and non-assessable,
free of pre-emptive rights. At the Closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating PURCHASER to issue or to
transfer from treasury any additional shares of its common capital stock,
except as may be disclosed in the Issuer SEC Reports.
SECTION 3.5 Compliance with Applicable Laws. PURCHASER is not
inviolation of, or, to the knowledge of PURCHASER is under investigation
with respect to or has been given notice or has been charged with the
violation of any Law of a governmental agency, except for violations
which individually or in the aggregate do not have a PURCHASER
Material Adverse Effect.
SECTION 3.6 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 PURCHASER.
SECTION 3.7 Litigation. To the knowledge of PURCHASER, no
litigation, claim, or other proceeding before any court or governmental
agency is pending or threatened against PURCHASER.
SECTION 3.8 Litigation. There is no suit, action, proceeding (in
bankruptcy or otherwise), claim or investigation pending or threatened
against, or affecting, PURCHASER and there exists no basis or grounds
for any such suit, action, proceeding, claim or investigation.
SECTION 3.9 Full Disclosure. No representation or warranty made
by PURCHASER in this Agreement and no certificate or document furnished
or to be furnished to the PURCHASER pursuant to this Agreement contains
or will contain any untrue statement of a material fact, or omits or will
omit to state a material fact necessary to make the statements
contained herein or therein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE CCG
CCG represents and warrants to the PURCHASER (which warranties and
representations shall survive the Closing regardless of what
examinations, inspections, audits and other investigations
PURCHASER has heretofore made or may hereinafter make with respect
to such warranties and representations) as follows:
SECTION 4.1 Organization and Qualification. CCG is duly
organized, validly existing and in good standing under the laws of
the Province or State of Incorporation, and has the requisite corporate
power and authority to own, lease and operate its properties and to
carry on its business as it is now being conducted.
SECTION 4.2 Authority. CCG has all requisite corporate power and
authority to execute and deliver this Agreement, to perform the obligations
hereunder and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by CCG and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action and no other corporate proceedings on the part of CCG is
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered
by CCG and constitutes the legal, valid and binding obligation of CCG
enforceable against CCG in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium, or other
similar laws affecting the enforcement of creditors' rights generally
and general principles of equity.
SECTION 4.3 No Conflict; Required Filings and Consents. The
execution and delivery of this Agreement by CCG does not, and the
performance by CCG of its obligations hereunder will not: (i) conflict
with or violate the Articles of Incorporation or By-Laws of CCG; or
(ii) conflict with, breach or violate any Laws in effect as of the
date of this Agreement and applicable to CCG.
SECTION 4.4 Ownership of ASSETS. CCG has good and marketable
title to all of the ASSETS, free and clear of any liens, claims,
charges, options, rights of tenants or other encumbrances. CCG has
not received any notice of violation of any applicable zoning regulation,
ordinance or law, or other law, regulation or requirement relating to
the operations and properties of CCG's business, whether owned or
leased, and there is no such violation or grounds therefor which
could adversely affect the ASSETS or the operation of CCG's business.
Except pursuant to this Agreement, CCG is not a party to any contract
or obligation whereby there has been granted to anyone an absolute or
contingent right to purchase, obtain or acquire any rights in any of
the ASSETS or any other portion of CCG's business.
SECTION 4.5 Taxes. There is not any liability for unpaid federal,
state or local income, sales, use, excise or other taxes of any kind
arising out of, or attributable to, or affecting the ASSETS or the
conduct of CCG's business, for which the CCG will have any liability
for payment or otherwise. There does not exist and will not exist by
virtue of the transactions contemplated by this Agreement any
liability for taxes (except for sales taxes and realty transfer taxes,
if any, incident to the consummation of the transactions contemplated
herein) which may be asserted by any taxing authority against the ASSETS,
and no lien or other encumbrance for taxes has attached or will attach
to the ASSETS.
SECTION 4.6 Successors, Assigns and Designees. CCG makes no
representations or warranties about any of its shareholders,
successors, assigns and/or designees who may receive or become the
beneficiary of any of the rights and/or obligations set forth
hereunder.
SECTION 4.7 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 the PURCHASER.
SECTION 4.8 Full Disclosure. No representation or warranty made
by CCG in this Agreement and no certificate or document furnished or to
be furnished to the PURCHASER pursuant to this Agreement contains or
will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements
contained herein or therein not misleading.
ARTICLE V
CONDITIONS PRECEDENT TO CCG'S OBLIGATIONS
The obligation of the CCG to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior
to Closing Date, of the following conditions:
SECTION 5.1 No Termination. This Agreement shall not have been
terminated pursuant to Article 7 hereof.
SECTION 5.2 Representations True and Correct. The representations
and warranties of the PURCHASER contained in this Agreement
shall be true and correct in all material respects on and as
of the Closing Date with the same force and effect as if
made on as of the Closing Date.
SECTION 5.3 Compliance with Covenants. PURCHASER shall have
performed and complied in all material respects with all
covenants, agreements, and conditions required by this
Agreement to be performed or complied by it prior to or
at the Closing Date.
SECTION 5.4 No Adverse Proceedings. On the Closing Date, no action or
proceeding shall be pending by any public authority or
individual or entity before any court or administrative
body to restrain, enjoin, or otherwise prevent the
consummation of this Agreement or the transactions
contemplated hereby or to recover any damages or
obtain other relief as a result of the transactions
proposed hereby.
ARTICLE VI
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
The obligation of the PURCHASER to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior
to Closing Date unless specified otherwise, of the following conditions:
SECTION 6.1 No Termination. This Agreement shall not have been
terminated pursuant to Article 7 hereof.
SECTION 6.2 Representations True and Correct. The representations and
warranties of CCG contained in this Agreement shall be true
and correct in all material respects on and as of the Closing
Date with the same force and effect as if made on as of the
Closing Date.
SECTION 6.3 Compliance with Covenants. CCG shall have performed and
complied in all material respects with all covenants,
agreements, and conditions required by this Agreement to
be performed or complied by it prior to or at the Closing
Date.
SECTION 6.4 No Adverse Proceedings. On the Closing Date, no action or
proceeding shall be pending by any public authority or
individual or entity before any court or administrative
body to restrain, enjoin, or otherwise prevent the
consummation of this Agreement or the transactions
contemplated hereby or to recover any damages or obtain
other relief as a result of the transactions proposed
hereby.
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
SECTION 7.1 Termination. This Agreement may be terminated at any
time prior to the Effective Time:
(a) by mutual written consent of PURCHASER and CCG; or
(b) by CCG upon a material breach of any representation, warranty,
covenant or agreement on the part of the PURCHASER set forth in
this Agreement, or the PURCHASER upon a material breach of any
representation, warranty, covenant or agreement on the part of
CCG set forth in this Agreement, or if any representation
or warranty of CCG or PURCHASER, respectively, shall have become
untrue, in either case such that any of the conditions set forth
in Article V or Article VI hereof would not be satisfied (a
"Terminating Breach"), and such breach shall, if capable
of cure, not have been cured within ten (10) days after
receipt by the party in breach of a notice from the non-breaching
party setting forth in detail the nature
of such breach; or
(c) by either CCG or the PURCHASER, if there shall be any court
order which has become final and nonappealable, except if
the party seeking to terminate this Agreement
pursuant to this Section 7.1(c) has not complied with its
obligations under Section 6 or 7 respectively.
SECTION 7.2 Effect of Termination. In the event of the termination
of this Agreement pursuant to Section 7.1(a) or 7.1(c) hereof, there
shall be no liability on the party of CCG or the PURCHASER or any of
their respective officers, directors, agents or other representatives
and all rights and obligations of any party hereto shall cease, except
as expressed herein.
SECTION 7.3 Amendment. This Agreement may be amended by the parties
hereto any time prior to the Closing Date by an instrument in writing
signed by the parties hereto.
SECTION 7.4 Waiver. At any time prior to the Closing Date, CCG or
the PURCHASER, as appropriate, may: (a) extend the time for the
performance of any of the obligations or other acts of other party or;
(b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto which have
been made to it or them; or (c) waive compliance with any of the
agreements or conditions contained herein for its or their benefit.
Any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the party or parties to be bound hereby.
ARTICLE VIII
POST CLOSING COVENANTS
SECTION 8.1 Post-Closing Covenants of CCG.
(a) CCG shall cooperate with PURCHASER in filing all requisite information
underlying this Agreement as required by the PURCHASER pursuant to the
Securities Act of 1933 and the Securities Exchange Act of 1934.
SECTION 8.2 Post-Closing Covenants of the PURCHASER.
(a) PURCHASER shall timely file all requisite information underlying this
Agreement as required by the PURCHASER pursuant to the Securities Act
of 1933 and the Securities Exchange Act of 1934.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.1 Transaction Costs. Except as otherwise provided herein,
each of the parties shall pay all of his or its costs and expenses
(including attorney fees and other legal costs and expenses and
accountants' fees and other accounting costs and expenses) incurred by
that party in connection with this Agreement.
SECTION 9.2 Indemnification. CCG agrees to defend and hold the
PURCHASER and its officers and directors harmless against and in
respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities or damages, including interest, penalties
and reasonable attorney's fees, that it shall incur or suffer,
which arise out of, result from or relate to any breach of this
Agreement or failure by the CCG to perform with respect to any of
its representations, warranties or covenants contained in this
Agreement or in any attachment or other instrument furnished or
to be furnished under this Agreement.
SECTION 9.3 Indemnification. The PURCHASER agrees to defend
and hold CCG harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney's
fees, that it shall incur or suffer, which arise out of, result
from or relate to any breach of this Agreement or failure by the
PURCHASER to perform with respect to any of its representations,
warranties or covenants contained in this Agreement or in any
attachment or other instrument furnished or to be furnished
under this Agreement.
SECTION 9.4 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been
given (i) on the date they are delivered if delivered in person;
(ii) on the date initially received if delivered by facsimile
transmission followed by registered or certified mail
confirmation; (iii) on the date delivered by an overnight
courier service; or (iv) on the third business day after it is
mailed by registered or certified mail, return receipt
requested with postage and other fees prepaid, to the addresses
provided by each party to the other parties.
SECTION 9.5 Headings. The table of contents and headings
contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of
this Agreement.
SECTION 9.6 Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that
any such term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent
of the parties as closely as possible in an acceptable manner to
the end that the transactions contemplated hereby are fulfilled
to the extent possible.
SECTION 9.7 Entire Agreement. This Agreement (together with
the Schedules, Exhibit, certificates and documents referred to
herein) constitute the entire agreement of the parties and supersede
all prior agreements and undertakings, both written and oral,
between the parties, or any of them, with respect to the subject
matter hereof.
SECTION 9.8 Binding Effect. All the terms and provisions
of this Agreement, whether so expressed or not, shall be binding
upon, inure to the benefit of, and be enforceable by the parties
and their respective administrators, executors, legal
representatives, heirs, successors and assignees.
SECTION 9.9 Preparation of Agreement. This Agreement shall
not be construed more strongly against any party regardless of
who is responsible for its preparation. The parties acknowledge
each contributed and is equally responsible for its preparation.
SECTION 9.10 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
California, without giving effect to applicable principles of
conflicts of law.
SECTION 9.11 Preparation and Filing of Tax Returns and
Securities and Exchange Commission filings. CCG shall
reasonably assist and cooperate with the PURCHASER in the
preparation of all the federal, state and local tax returns
of CCG and all filings with the Securities and Exchange
Commission, when and if appropriate, after the Closing Date
due after the Closing Date relating to periods prior to the
Closing Date. After the Closing Date, the decision on whether
to file short period returns up to the Closing Date or for
a period other than CCG's current consolidated tax
year shall be made at the sole discretion of the PURCHASER.
SECTION 9.12 Further Assurances, Cooperation. Each party
shall, upon reasonable request by the other party, execute
and deliver any additional documents necessary or desirable
to complete the merger pursuant to and in the manner
contemplated by this agreement. The parties hereto agree to
cooperate and use their respective best efforts to consummate
the transactions contemplated by this agreement.
SECTION 9.13 Survival The representations,
warranties, covenants and agreements made herein shall survive
the Closing of the transaction contemplated hereby.
SECTION 9.14 Assignment This Agreement shall not be
assigned by operation of law or otherwise; except that
PURCHASER may assign this Agreement to a related or successor
entity.
SECTION 9.14 Third Parties Nothing in this Agreement,
whether express or implied, is intended to confer any
rights or remedies under or by reason of this Agreement
on any persons other than the parties hereto and their
respective administrators, executors, legal representatives,
heirs, successors and assignees. Nothing in this Agreement
is intended to relieve or discharge the obligation or liability
of any third persons to any party to this Agreement,
nor shall any provision give any third persons any right of
subrogation or action over or against any party to this
Agreement.
SECTION 9.16 Bulk Sales. The parties agree to comply with
all applicable bulk sales law requirements with respect to this
transaction.
SECTION 9.16 Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of any party hereto
in the exercise of any right hereunder shall impair such right or
be construed to be a waiver of, or acquiescence in, any breach of
any representation, warranty, covenant or agreement herein, nor
shall nay single or partial exercise of any such right preclude
other or further exercise thereof or of any other right. All
rights and remedies existing under this Agreement are cumulative
to, and not exclusive of, any rights or remedies otherwise
available.
SECTION 9.17 Preparation of Agreement. This Agreement
shall not be construed more strongly against any party regardless
of who is responsible for its preparation. The parties
acknowledge each contributed and is equally responsible for its
preparation and had the right to use separate counsel.
SECTION 9.18 Counterparts. This Agreement may be executed
in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed shall be
deemed to be an original, but all of which taken together
shall constitute one and the same agreement.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the PURHCASER and CCG have executed this
Memorandum as of the date first above shown.
PURCHASERS CCG
Breezer Ventures, Inc. Catalyst Capital Group, Inc.
a Nevada Corporation a California Corporation
______________________ _________________________
By: ____Tang Xu_______ By: ____Mr. ▇▇▇▇▇ Wong______
Title:____President___ Title:___President__________
