Exhibit 99.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of May 23, 2011 (the "Agreement"), among
the purchasers as set forth in Schedule I to this Agreement (the "Purchaser");
Gulf Shores Investments, Inc., a corporation organized under the laws of Nevada
(the "Company"), ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), Entrust of Tampa Bay FBO ▇▇▇▇▇▇ G
Mass ("Mass"), and Entrust of Tampa Bay FBO ▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇▇▇
▇▇▇▇▇ ("▇▇▇▇▇" and collectively with Dreslin, Mass and ▇▇▇▇▇▇, the "Seller").
W I T N E S S E T H:
WHEREAS, Dreslin owns an aggregate of 59,925,000 shares of restricted
common stock, par value $0.00001 per share of the Company (the "Dreslin
Shares"), Mass owns an aggregate of 5,850,000 shares of restricted common stock,
par value $0.00001 (the "Mass Shares"), ▇▇▇▇▇▇ owns an aggregate of 11,850,000
shares of restricted common stock, par value $0.00001 (the "▇▇▇▇▇▇ Shares") and
▇▇▇▇▇ owns an aggregate of 150,000 shares of common stock, par value $0.00001
per share of the Company (the "▇▇▇▇▇ Shares" and collectively with the Dreslin
Shares, and Mass Shares and ▇▇▇▇▇▇ Shares, the "Shares"), which Shares
constitute 99.36% issued and outstanding shares of capital stock of the Company;
and
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller, the Shares for the purchase price and upon
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter contained, the parties hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Sale and Purchase of Shares.
Upon the terms and subject to the conditions contained herein, on the
Closing Date the Seller shall sell, assign, transfer, convey and deliver to the
Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.
ARTICLE II
PURCHASE PRICE AND PAYMENT
2.1 Amount of Purchase Price. The aggregate purchase price for the Shares
shall be an amount equal to $200,000 (Two Hundred Thousand US Dollars) (the
"Purchase Price"), paid by each Purchaser as set forth on Schedule I.
2.2 Payment of Purchase Price. On the Closing Date, the Purchaser shall pay
the Purchase Price to the Seller (in proportion to the ownership of each
Seller), which shall be paid by the delivery to Seller of a certified or bank
cashier's check in New York Clearing House Funds, payable to the order of the
Seller or, at the Seller's option, by wire transfer of immediately available
funds into accounts designated by the Seller.
ARTICLE III
CLOSING AND TERMINATION
3.1 Closing Date.
Subject to the satisfaction of the conditions set forth in Sections 7.1 and
7.2 hereof (or the waiver thereof by the party entitled to waive that
condition), the closing of the sale and purchase of the Shares provided for in
Section 1.1 hereof (the "Closing") shall take place at the offices of Sichenzia
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, located at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (or at such other place as the parties may designate in writing) on
such date as the Seller and the Purchaser may designate. The date on which the
Closing shall be held is referred to in this Agreement as the "Closing Date".
3.2 Termination of Agreement.
This Agreement may be terminated prior to the Closing as follows:
(a) At the election of the Seller or the Purchaser after May ____, 2011, if
the Closing shall not have occurred by the close of business on such date,
provided that the terminating party is not in default of any of its obligations
hereunder;
(b) by mutual written consent of the Seller and the Purchaser; or
(c) by the Seller or the Purchaser if there shall be in effect a final
nonappealable order of a governmental body of competent jurisdiction
restraining, enjoining or otherwise prohibiting the consummation of the
transactions contemplated hereby; it being agreed that the parties hereto shall
promptly appeal any adverse determination which is not nonappealable (and pursue
such appeal with reasonable diligence).
3.3 Procedure Upon Termination.
In the event of termination and abandonment by the Purchaser or the Seller,
or both, pursuant to Section 3.2 hereof, written notice thereof shall forthwith
be given to the other party or parties, and this Agreement shall terminate, and
the purchase of the Shares hereunder shall be abandoned, without further action
by the Purchaser or the Seller. If this Agreement is terminated as provided
herein, each party shall redeliver all documents, work papers and other material
of any other party relating to the transactions contemplated hereby, whether so
obtained before or after the execution hereof, to the party furnishing the same.
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3.4 Effect of Termination.
In the event that this Agreement is validly terminated as provided herein,
then each of the parties shall be relieved of their duties and obligations
arising under this Agreement after the date of such termination and such
termination shall be without liability to the Purchaser, the Company, the Seller
or the Company; provided, however, that the obligations of the parties set forth
in Section 10.4 hereof shall survive any such termination and shall be
enforceable hereunder; provided, further, however, that nothing in this Section
3.4 shall relieve the Purchaser or the Seller of any liability for a breach of
this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY
Each Seller and the Company hereby jointly and severally represent and
warrant to the Purchaser that:
4.1. Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation. The Company is not required to be qualified
to transact business in any other jurisdiction where the failure to do so would
reasonably be expected to result in (i) a material adverse effect on the
legality, validity or enforceability of this Agreement, (ii) a material adverse
effect on the results of operations, assets, business or financial condition of
the Company, taken as a whole, or (iii) a material adverse effect on the
Company's ability to perform in any material respect on a timely basis its
obligations under this Agreement (any of (i), (ii) or (iii), a "Material Adverse
Effect").
4.2. Authority.
(a) The Company has full power and authority (corporate and otherwise) to
carry on its business and has all permits and licenses that are necessary to the
conduct of its business or to the ownership, lease or operation of its
properties and assets.
(b) The execution of this Agreement and the delivery hereof to the
Purchaser and the sale contemplated herein have been, or will be prior to
Closing, duly authorized by the Board of Directors of the Company, having full
power and authority to authorize such actions.
(c) Subject to any consents required under Section 4.7 below, the Seller
and the Company have the full legal right, power and authority to execute,
deliver and carry out the terms and provisions of this Agreement; and this
Agreement has been duly and validly executed and delivered on behalf of the
Seller and the Company and constitutes a valid and binding obligation of the
Seller and the Company, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors' rights and subject to
general principles of equity that restrict the availability of equitable
remedies.
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(d) Neither the execution and delivery of this Agreement, the consummation
of the transactions herein contemplated, nor compliance with the terms of this
Agreement will violate, conflict with, result in a breach of, or constitute a
default under any statute, regulation, indenture, mortgage, loan agreement, or
other agreement or instrument to which the Seller or the Company is a party or
by which it or any of them is bound, any charter, regulation, or bylaw provision
of the Company, or any decree, order, or rule of any court or governmental
authority or arbitrator that is binding on the Seller or the Company in any way.
4.3. Shares.
(a) The authorized capital stock of the Company consist of 250,000,000
shares of common stock, par value $0.00001 per share, of which 78,273,000 shares
are issued and outstanding. All of the Company's Shares are duly authorized,
validly issued, fully paid and non-assessable.
(b) Dreslin is the lawful record and beneficial owner of 59,925,000 Shares,
free and clear of any liens, pledges, encumbrances, charges, claims or
restrictions of any kind, and have, or will have on the Closing Date, the
absolute, unilateral right, power, authority and capacity to enter into and
perform this Agreement without any other or further authorization, action or
proceeding, except as specified herein.
(c) Mass is the lawful record and beneficial owner of 5,850,000 Shares,
free and clear of any liens, pledges, encumbrances, charges, claims or
restrictions of any kind, and have, or will have on the Closing Date, the
absolute, unilateral right, power, authority and capacity to enter into and
perform this Agreement without any other or further authorization, action or
proceeding, except as specified herein.
(d) ▇▇▇▇▇▇ is the lawful record and beneficial owner of 11,850,000 Shares,
free and clear of any liens, pledges, encumbrances, charges, claims or
restrictions of any kind, and have, or will have on the Closing Date, the
absolute, unilateral right, power, authority and capacity to enter into and
perform this Agreement without any other or further authorization, action or
proceeding, except as specified herein.
(e) ▇▇▇▇▇ is the lawful record and beneficial owner of 150,000 Shares, free
and clear of any liens, pledges, encumbrances, charges, claims or restrictions
of any kind, and have, or will have on the Closing Date, the absolute,
unilateral right, power, authority and capacity to enter into and perform this
Agreement without any other or further authorization, action or proceeding,
except as specified herein.
(f) There are no authorized or outstanding subscriptions, options,
warrants, calls, contracts, demands, commitments, convertible securities or
other agreements or arrangements of any character or nature whatever under which
the Company is or may become obligated to issue, assign or transfer any shares
of capital stock of the Company. Upon the delivery to Purchaser on the Closing
Date of the certificates representing the Shares, Purchaser will have good,
legal, valid, marketable and indefeasible title to 99.36% the then issued and
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outstanding shares of capital stock of the Company, free and clear of any liens,
pledges, encumbrances, charges, agreements, options, claims or other
arrangements or restrictions of any kind.
4.4. Consents. No consents or approvals of any public body or authority and
no consents or waivers from other parties to leases, licenses, franchises,
permits, indentures, agreements or other instruments are (i) required for the
lawful consummation of the transactions contemplated hereby, or (ii) necessary
in order that the Business can be conducted by the Purchaser in the same manner
after the Closing as heretofore conducted by the Company nor will the
consummation of the transactions contemplated hereby result in creating,
accelerating or increasing any liability of the Company.
4.5. SEC Reports; Financial Statements. The Company has filed all reports,
schedules, forms, statements and other documents required to be filed by the
Company under the Securities Act and the Exchange Act, including pursuant to
Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and
documents incorporated by reference therein, being collectively referred to
herein as the "SEC Reports") on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The audited financial statements of the Company and its Subsidiaries
in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved ("GAAP"),
except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the
financial position of the Company and its consolidated Subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments. As of the date of this Agreement, the
Company does not have any outstanding balance with ▇▇▇▇▇ and ▇▇▇▇▇, CPAs its
independent auditor.
4.6. Books and Records. The books and records of the Company are complete
and correct in all material respects and have been maintained in accordance with
sound business practices, including the maintenance of an adequate system of
internal controls. True and complete copies of all available minute books and
all stock record books of the Company will be delivered to Purchaser at Closing.
4.7. Absence of Undisclosed Liabilities. Except as and to the extent
reflected or reserved against the financial statements included in the most
recent SEC Report, there are no liabilities or obligations of the Company of any
kind whatsoever, whether accrued, fixed, absolute, contingent, determined or
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determinable, and including without limitation (i) liabilities to former,
retired or active employees of the Company under any pension, health and welfare
benefit plan, vacation plan or other plan of the Company, (ii) tax liabilities
incurred in respect of or measured by income for any period prior to the close
of business on the, or arising out of transactions entered into, or any state of
facts existing, on or prior to said date, and (iii) contingent liabilities in
the nature of an endorsement, guarantee, indemnity or warranty, and there is no
condition, situation or circumstance existing or which has existed that would
reasonably be expected to result in any material liability of the Company, other
than liabilities and contingent liabilities incurred in the ordinary course of
business since the most recent SEC Report consistent with the Company's recent
customary business practice, none of which would reasonably be expected to have
a Material Adverse Effect. As of the date of this Agreement, the Subscription
Receivable and Accounts Payable previously reported on the Company's Balance
Sheet and included in the Form 10-Q for the quarterly period ended March 31,
2011, shall have a balance of zero.
4.8 Taxes. The Company has timely filed all federal, state, local and
foreign returns, estimates, information statements and reports ("Returns")
relating to Taxes required to be filed by the Company with any Tax authority.
All such Returns are true, correct and complete in all material respects. The
Company has paid all Taxes shown to be due on such Returns. The Company is
currently the not the beneficiary of any extensions of time within which to file
any Returns. No claim has ever been made by an authority in a jurisdiction where
the Company does not file tax returns that the Company is or may be subject to
taxation by that jurisdiction. There are no claims or encumbrances on any of the
Company's assets that arose in connection with any failure (or alleged failure)
to pay any tax.
4.9. Patents, Software, Trademarks, Etc. The Company has no Intellectual
Property. The term "Intellectual Property" includes all patents and patent
applications, trademarks, service marks, and trademark, service marks, and
trademarks or service marks registrations and applications, trade names, logos,
designs, domain names, web sites, slogans and general intangibles of like
nature, together with all goodwill relating to the foregoing, copyrights,
copyright registrations, renewals and applications, software, databases,
technology, trade secrets and other confidential information know-how,
proprietary processes, formulae, algorithms, models and methodologies, drawings,
specifications, plans, proposals, financing and marketing plans, advertiser,
customer and supplier lists and all other information relating to advertisers,
customers and suppliers (whether or not reduced to writing), licenses,
agreements and all other proprietary rights, which relate to the Company's
business.
4.10 Employees. The Company currently has no employees, consultants or
independent contractors other than ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇. All
consulting, employment and other agreements and arrangements between the Company
and its employees will, at the Closing, be validly terminated, and all such
agreements and arrangements previously did comply, and have at all times been in
full compliance, with all employment or other applicable rules and regulations.
The termination of any existing employment with ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇,
or termination of the other agreements with prior employees, consultants or
independent contractors of the Company will not and did not subject the Company
to any workers' compensation, unemployment compensation and other
government-mandated program or obligations or liability. No amounts are due or
owed to any previous or current Company employee, consultant or independent
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contractor. There are no oral employment agreements, consulting agreements or
other compensation agreements currently in effect between the Company and any
other person. Each of the foregoing employees of the Company will resign their
employment effective as of the Closing and release the Company from all known
and unknown claims that such employee may have against the Company.
4.11. Contracts. Except as would not have a material adverse effect on the
Company or its obligations, (i) all contracts, agreements and commitments of the
Company are valid, binding and in full force and effect, and (ii) neither the
Company nor, to the Seller's knowledge, any other party to any such contract,
agreement, or commitment has materially breached any provision thereof or is in
default thereunder. The sale of the Shares by the Seller in accordance with this
Agreement will not result in the termination of any contract, agreement or
commitment of the Company, and immediately after the Closing, each such
contract, agreement or commitment will continue in full force and effect without
the imposition or acceleration of any burdensome condition or other obligation
on the Company resulting from the sale of the Shares by the Seller. True and
complete copies of all contracts of the Company will be delivered to Purchaser
at Closing.
4.12. Compliance With the Law. The Company is not in material violation of
any applicable federal, state, local or foreign law, regulation or order or any
other, decree or requirement of any governmental, regulatory or administrative
agency or authority or court or other tribunal (including, but not limited to,
any law, regulation order or requirement relating to securities, properties,
business, products, manufacturing processes, advertising, sales or employment
practices, terms and conditions of employment, occupational safety, health and
welfare, conditions of occupied premises, product safety and liability, civil
rights, or environmental protection, including, but not limited to, those
related to waste management, air pollution control, waste water treatment or
noise abatement). The Company has not been and is not now charged with, or to
the knowledge of the Seller or the Company under investigation with respect to,
any violation of any applicable law, regulation, order or requirement relating
to any of the foregoing, nor, to the knowledge of Seller or the Company, are
there any circumstances that would reasonably be expected to give rise to any
such violation. The Company has filed all reports required to be filed with any
governmental, regulatory or administrative agency or authority.
4.13. Litigation; Pending Labor Disputes. Except as would not have a
material adverse effect on the Company, there are no legal, administrative,
arbitration or other proceedings or governmental investigations pending or, to
the knowledge of Seller or the Company, threatened, against the Seller or the
Company, relating to the Business or the Company or its properties (including
leased property), or the transactions contemplated by this Agreement, nor is
there any basis known to the Seller or the Company for any such action. There
are no judgments, decrees or orders of any court, or any governmental
department, commission, board, agency or instrumentality binding upon Seller or
the Company relating to the Business or the Company the effect of which is to
prohibit any business practice or the acquisition of any property or the conduct
of any business by the Company or which limit or control or otherwise adversely
affect its method or manner of doing business.
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4.14. Absence of Certain Changes or Events. The Company has not, since the
date of the financial statements included in the most recent SEC Report:
(i) Incurred any material obligation or liability (absolute, accrued,
contingent or otherwise) except for obligations or liabilities incurred in the
ordinary course, and any such obligation or liability incurred in the ordinary
course would not have a Material Adverse Effect, except for claims, if any, that
are adequately covered by insurance;
(ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied
any obligations or liability (absolute, accrued, contingent or otherwise) other
than (a) liabilities shown or reflected on the balance sheet of the most recent
SEC Report, and (b) liabilities incurred since the Balance Sheet Date in the
ordinary course of business that would not have a Material Adverse Effect;
(iii) Increased or established any reserve or accrual for taxes or other
liability on its books or otherwise provided therefore, except (a) as disclosed
on the balance sheet of the most recent SEC Report, or (b) as may have been
required under generally accepted accounting principles due to income earned or
expense accrued since the date of the balance sheet of the most recent SEC
Report and as disclosed to the Purchaser in writing;
(iv) Mortgaged, pledged or subjected to any lien, charge or other
encumbrance any of its assets, tangible or intangible;
(v) Sold or transferred any of its assets or cancelled any debts or claims
or waived any rights, except in the ordinary course of business and which would
not have a Material Adverse Effect;
(vi) Disposed of or permitted to lapse any patents or trademarks or any
patent or trademark applications material to the operation of its business;
(vii) Incurred any significant labor trouble or granted any general or
uniform increase in salary or wages payable or to become payable by it to any
director, officer, employee or agent, or by means of any bonus or pension plan,
contract or other commitment increased the compensation of any director,
officer, employee or agent, other than regularly scheduled increases that are
consistent with past practices;
(viii) Authorized any capital expenditure for real estate or leasehold
improvements, machinery, equipment or molds in excess of $10,000.00 in the
aggregate;
(ix) Except for this Agreement, entered into any material transaction;
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(x) Issued any stocks, bonds, or other corporate securities, or made any
declaration or payment of any dividend or any distribution in respect of its
capital stock; or
(xi) Experienced damage, destruction or loss (whether or not covered by
insurance) that would individually or in the aggregate have a Material Adverse
Effect or experienced any other material adverse change or changes individually
or in the aggregate that would have a Material Adverse Effect.
4.15. Licenses, Permits, Consents and Approvals. The Company has, and at
the Closing Date will have, all licenses, permits or other authorizations of
governmental, regulatory or administrative agencies or authorities
(collectively, "Licenses") required to conduct the Business and the absence of
any of which would have a Material Adverse Effect. At the Closing, the Company
will have all such Licenses which are material to the conduct of the Business
and the absence of any of which would have a Material Adverse Effect, and will
have renewed all Licenses which would have expired in the interim. No
registration, filing, application, notice, transfer, consent, approval, order,
qualification, waiver or other action of any kind (collectively, a "Filing")
will be required as a result of the sale of the Shares by Seller in accordance
with this Agreement (a) to avoid the loss of any License or the violation,
breach or termination of, or any default under, or the creation of any lien on
any asset of the Company pursuant to the terms of, any law, regulation, order or
other requirement or any contract binding upon the Company or to which any such
asset may be subject, or (b) to enable Purchaser (directly or through any
designee) to continue the operation of the Company and the Business
substantially as conducted prior to the Closing Date. All such Filings will be
duly filed, given, obtained or taken on or prior to the Closing Date and will be
in full force and effect on the Closing Date.
4.16 Broker. Neither the Company nor the Seller has retained any broker in
connection with any transaction contemplated by this Agreement. Purchaser and
the Company shall not be obligated to pay any fee or commission associated with
the retention or engagement by the Company or Seller of any broker in connection
with any transaction contemplated by this Agreement.
4.17. Disclosure. All statements contained in any contract, schedule,
closing certificate, opinion, or other closing document delivered by or on
behalf of the Seller or the Company pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed representations and warranties
by the Seller and the Company herein. No statement, representation or warranty
by the Seller or the Company in this Agreement or in any contract, schedule,
closing certificate, opinion, or other closing document furnished or to be
furnished to the Purchaser pursuant hereto or in connection with the
transactions contemplated hereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading or necessary in order to provide a prospective purchaser of the
business the Company with full and fair disclosure concerning the Company, the
Business and the Company's affairs.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
5.1 Authority.
(a) The execution and delivery of this Agreement and the consummation of
the transactions contemplated herein have been, or will prior to Closing be,
duly and validly approved and acknowledged by all necessary corporate action on
the part of the Purchaser.
(b) The execution of this Agreement and the delivery hereof to the Seller
and the purchase contemplated herein have been, or will be prior to Closing,
duly authorized by the Purchaser's Board of Directors having full power and
authority to authorize such actions.
5.2 Conflicts; Consents of Third Parties.
(a) The execution and delivery of this Agreement and the consummation of
the transactions herein contemplated, and the compliance with the provisions and
terms of this Agreement, are not prohibited by the Articles of Incorporation or
Bylaws of the Purchaser and will not violate, conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
court order, indenture, mortgage, loan agreement, or other agreement or
instrument to which the Purchaser is a party or by which it is bound.
(b) No consent, waiver, approval, order, permit or authorization of, or
declaration or filing with, or notification to, any person or governmental body
is required on the part of the Purchaser in connection with the execution and
delivery of this Agreement or the Purchaser Documents or the compliance by
Purchaser with any of the provisions hereof or thereof.
5.3 Litigation.
There are no Legal Proceedings pending or, to the best knowledge of the
Purchaser, threatened that are reasonably likely to prohibit or restrain the
ability of the Purchaser to enter into this Agreement or consummate the
transactions contemplated hereby.
5.4 Broker.
The Purchaser has not retained any broker in connection with any
transaction contemplated by this Agreement. Seller shall not be obligated to pay
any fee or commission associated with the retention or engagement by the
Purchaser of any broker in connection with any transaction contemplated by this
Agreement.
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ARTICLE VI
COVENANTS
6.1 Access to Information.
The Seller and the Company agree that, prior to the Closing Date, the
Purchaser shall be entitled, through its officers, employees and representatives
(including, without limitation, its legal advisors and accountants), to make
such investigation of the properties, businesses and operations of the Company
and their Subsidiaries and such examination of the books, records and financial
condition of the Company and their Subsidiaries as it reasonably requests and to
make extracts and copies of such books and records. Any such investigation and
examination shall be conducted during regular business hours and under
reasonable circumstances, and the Seller shall cooperate, and shall cause the
Company and their Subsidiaries to cooperate, fully therein. No investigation by
the Purchaser prior to or after the date of this Agreement shall diminish or
obviate any of the representations, warranties, covenants or agreements of the
Seller contained in this Agreement or the Seller Documents. In order that the
Purchaser may have full opportunity to make such physical, business, accounting
and legal review, examination or investigation as it may reasonably request of
the affairs of the Company and its Subsidiaries, the Seller shall cause the
officers, employees, consultants, agents, accountants, attorneys and other
representatives of the Company and their Subsidiaries to cooperate fully with
such representatives in connection with such review and examination.
6.2 Consents.
The Seller and the Company shall use their best efforts, and the Purchaser
shall cooperate with the Seller and the Company to obtain at the earliest
practicable date all consents and approvals required to consummate the
transactions contemplated by this Agreement, including, without limitation, the
consents and approvals referred to in Section 4.7 hereof; provided, however,
that neither the Seller, the Company nor the Purchaser shall be obligated to pay
any consideration therefore to any third party from whom consent or approval is
requested.
6.3 Other Actions.
Each of the Seller, the Company and the Purchaser shall use its best
efforts to (i) take all actions necessary or appropriate to consummate the
transactions contemplated by this Agreement and (ii) cause the fulfillment at
the earliest practicable date of all of the conditions to their respective
obligations to consummate the transactions contemplated by this Agreement.
6.4 No Solicitation.
The Seller will not, and will not cause or permit the Company or any of the
Company's directors, officers, employees, representatives or agents
(collectively, the "Representatives") to, directly or indirectly, (i) discuss,
negotiate, undertake, authorize, recommend, propose or enter into, either as the
proposed surviving, merged, acquiring or acquired corporation, any transaction
involving a merger, consolidation, business combination, purchase or disposition
of any amount of the assets or capital stock or other equity interest in the
Company other than the transactions contemplated by this Agreement (an
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"Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate
discussions, negotiations or submissions of proposals or offers in respect of an
Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person,
any information concerning the business, operations, properties or assets of the
Company in connection with an Acquisition Transaction, or (iv) otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other Person to do or seek any of the foregoing.
The Seller will inform the Purchaser in writing immediately following the
receipt by Seller, the Company or any Representative of any proposal or inquiry
in respect of any Acquisition Transaction.
6.5 Publicity.
None of the Seller, the Company nor the Purchaser shall issue any press
release or public announcement concerning this Agreement or the transactions
contemplated hereby without obtaining the prior written approval of the other
party hereto, which approval will not be unreasonably withheld or delayed,
unless, in the sole judgment of the Purchaser, the Company or the Seller,
disclosure is otherwise required by applicable Law or by the applicable rules of
any stock exchange on which the Purchaser lists securities, provided that, to
the extent required by applicable law, the party intending to make such release
shall use its best efforts consistent with such applicable law to consult with
the other party with respect to the text thereof.
6.6 Tax Matters
(a) Tax Periods Ending on or Before the Closing Date. The Seller shall
prepare or cause to be prepared and file or cause to be filed all Tax Returns
for the Company for all periods through and including the Closing Date which are
filed after the Closing Date as soon as practicable and prior to the date due
(including any proper extensions thereof). The Seller shall permit the Company
and the Purchaser to review and provide comments, if any, on each such Return
described in the preceding sentence prior to filing. Unless the Purchaser and
the Company provides comments to the Seller, the Company shall deliver to the
Seller each such Return signed by the appropriate officer(s) of the Company for
filing within ten (10) days following the Seller's delivery to the Company and
the Purchaser of any such Return. The Seller shall deliver to the Company
promptly after filing each such Return a copy of the filed Return and evidence
of its filing. The Seller shall pay the costs and expenses incurred in the
preparation and filing of the Tax Returns on or before the date such costs and
expenses are due.
If the Company provides comments to the Seller and at the end of such ten
(10) day period the Company and the Seller have failed to reach written
agreement with respect to all of such disputed items, the parties shall submit
the unresolved items to arbitration for final determination. Promptly, but no
later than thirty (30) days after its acceptance of its appointment as
arbitrator, the arbitrator shall render an opinion as to the disputed items. The
determination of the arbitrator shall be conclusive and binding upon the
parties. The Company and the Seller (as a group) shall each pay one half of the
fees, costs and expenses of the arbitrator. The prevailing party may be entitled
to an award of pre- and post-award interest as well as reasonable attorneys'
fees incurred in connection with the arbitration and any judicial proceedings
related thereto as determined by the arbitrator.
12
(b) Tax Periods Beginning and Ending After the Closing Date. The Company or
the Purchaser shall prepare or cause to be prepared and file or cause to be
filed any Returns of the Company for Tax periods that begin and end after the
Closing Date.
(c) Refunds and Tax Benefits. Any tax refunds that are received after the
Closing Date by the Seller, the Company (other than tax refunds received in
connection with such Seller's individual tax return) and any amounts credited
against tax to which the Seller, the Company becomes entitled, shall be for the
account of the Company.
(d) Cooperation on Tax Matters.
(i) The Purchaser, the Company and the Seller shall cooperate fully, as and
to the extent reasonably requested by the other party, in connection with the
filing of any Returns pursuant to this Section and any audit, litigation or
other proceeding with respect to Taxes. Such cooperation shall include the
retention and (upon the other party's request) the provision of records and
information which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. The Company and the Seller agree (A) to retain all books and records
with respect to Tax matters pertinent to the Company relating to any taxable
period beginning before the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by the Purchaser or the Seller, any
extensions thereof) of the respective tax periods, and to abide by all record
retention agreements entered into with any taxing authority, and (B) to give the
other party reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if the other party so requests, the
Company or the Seller, as the case may be, shall allow the other party to take
possession of such books and records.
(ii) The Purchaser and the Seller further agree, upon request, to use their
commercially reasonable best efforts to obtain any certificate or other document
from any governmental authority or any other Person as may be necessary to
mitigate, reduce or eliminate any Tax that could be imposed (including, but not
limited to, with respect to the transactions contemplated hereby).
(iii) The Purchaser and the Seller further agree, upon request, to provide
the other party with all information that either party may be required to report
pursuant to ss.6043 of the Code and all Treasury Department Regulations
promulgated thereunder.
ARTICLE VII
CONDITIONS TO CLOSING
7.1 Conditions Precedent to Obligations of Purchaser.
The obligation of the Purchaser to consummate the transactions contemplated
by this Agreement is subject to the fulfillment, on or prior to the Closing
Date, of each of the following conditions (any or all of which may be waived by
the Purchaser in whole or in part to the extent permitted by applicable law):
13
(a) all representations and warranties of the Seller and the Company
contained herein shall be true and correct as of the date hereof;
(b) all representations and warranties of the Seller and the Company
contained herein qualified as to materiality shall be true and correct, and the
representations and warranties of the Seller and the Company contained herein
not qualified as to materiality shall be true and correct in all material
respects, at and as of the Closing Date with the same effect as though those
representations and warranties had been made again at and as of that time;
(c) the Seller and the Company shall have performed and complied in all
material respects with all obligations and covenants required by this Agreement
to be performed or complied with by them on or prior to the Closing Date;
(d) Certificates representing 100% of the Shares shall have been, or shall
at the Closing be, validly delivered and transferred to the Purchaser, free and
clear of any and all Liens;
(e) there shall not have been or occurred any Material Adverse Change;
(f) the Seller and the Company shall have obtained all consents and waivers
referred to in Section 4.7 hereof, in a form reasonably satisfactory to the
Purchaser, with respect to the transactions contemplated by this Agreement and
the Seller Documents;
(g) no Legal Proceedings shall have been instituted or threatened or claim
or demand made against the Seller and the Company, or the Purchaser seeking to
restrain or prohibit or to obtain substantial damages with respect to the
consummation of the transactions contemplated hereby, and there shall not be in
effect any order by a governmental body of competent jurisdiction restraining,
enjoining or otherwise prohibiting the consummation of the transactions
contemplated hereby;
(h) the Purchaser shall have received the written resignations of each
director and officer of the Company;
7.2 Conditions Precedent to Obligations of the Seller and the Company.
The obligations of the Seller and the Company to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
prior to or on the Closing Date, of each of the following conditions (any or all
of which may be waived by the Seller and the Company in whole or in part to the
extent permitted by applicable law):
(a) all representations and warranties of the Purchaser contained herein
shall be true and correct as of the date hereof;
(b) all representations and warranties of the Purchaser contained herein
qualified as to materiality shall be true and correct, and all representations
and warranties of the Purchaser contained herein not qualified as to materiality
shall be true and correct in all material respects, at and as of the Closing
Date with the same effect as though those representations and warranties had
been made again at and as of that date;
14
(c) the Purchaser shall have performed and complied in all material
respects with all obligations and covenants required by this Agreement to be
performed or complied with by Purchaser on or prior to the Closing Date; and
(d) no Legal Proceedings shall have been instituted or threatened or claim
or demand made against the Seller, the Company, or the Purchaser seeking to
restrain or prohibit or to obtain substantial damages with respect to the
consummation of the transactions contemplated hereby, and there shall not be in
effect any Order by a Governmental Body of competent jurisdiction restraining,
enjoining or otherwise prohibiting the consummation of the transactions
contemplated hereby.
ARTICLE VIII
DOCUMENTS TO BE DELIVERED
8.1 Documents to be Delivered by the Seller.
At the Closing, the Seller shall deliver, or cause to be delivered, to the
Purchaser the following:
(a) stock certificates representing the Shares, duly endorsed in blank or
accompanied by stock transfer powers and with all requisite stock transfer tax
stamps attached;
(b) copies of all consents and waivers referred to in Section 7.1(g)
hereof;
(c) written resignations of each of the officers and directors of the
Company;
(d) resolution of the board of directors of the Company appointing Wan ▇▇▇▇
▇▇▇ and ▇▇▇ Tzu ▇▇▇▇ as members of the Board of Directors, ▇▇▇▇▇ ▇▇▇▇▇ as the
CEO of the Company and Ikai Su as the CFO of the Company; and
(e) all financial records of the Company including the books and records of
original entry for accounting, and
(f) all original signed copies of all filings made with the United States
Securities and Exchange Commission filed by the Company over the last two years.
(g) copies of all correspondence with the United States Securities and
Exchange Commission over the last two years;
(h) the entirety of the book containing all of the minutes of the Board of
Directors and Shareholders for the life of the Company but not less than the
previous two years, and
(i) copies of all regulatory filings which were required to be filed in the
State of Minnesota for the establishment and maintenance of a corporation in
that state for at least the last two years, and
15
(j) any and all information about the business of the Company including but
not limited to copies of the original tax returns filed that substantiate the
amount of previous losses, and
(k) engagement agreements with the Company's auditors for at least the last
two years, and
(l) management's representation letter/agreement presented to the auditors
for the last two year's audits, and
(m) fully executed signature cards placing the new officers on all of the
Company's bank accounts and brokerage accounts and removing the current signers,
and
(n) delivery of all corporate checking, savings and other account
information including checks, debit cards (if any), check books, deposit slips,
bank and brokerage account statements and agreements, and
(o) all passwords necessary to access any and all Company accounts,
including but not limited, to Business Wire, corporate websites, ▇▇▇▇▇ reporting
arrangements, SEC ▇▇▇▇▇ codes, online banking and brokerage accounts, company
software and hardware, where applicable, and
(p) such other documents as the Purchaser shall reasonably request.
8.2 Documents to be Delivered by the Purchaser.
At the Closing, the Purchaser shall deliver to the Seller the following:
(a) the Purchase Price;
(b) such other documents as the Seller shall reasonably request.
ARTICLE IX
INDEMNIFICATION
9.1 Indemnification.
(a) Subject to Section 9.2 hereof, the Seller hereby agrees to indemnify
and hold the Purchaser, the Company, and their respective directors, officers,
employees, Affiliates, agents, successors and assigns (collectively, the
"Purchaser Indemnified Parties") harmless from and against:
(i) any an all liabilities of the Company of every kind, nature, and
description, absolute or contingent, existing as against the Company prior to
and including the Closing Date or thereafter coming into being or arising by
reason of any state of facts existing, or any transaction entered into, on or
prior to the Closing Date, except to the extent that the same have been fully
provided for in the balance sheet or disclosed in the notes thereto or were
16
incurred in the ordinary course of business between the date of the latest SEC
Report and the Closing Date;
(ii) subject to Section 10.3, any and all losses, liabilities, obligations,
damages, costs and expenses based upon, attributable to or resulting from the
failure of any representation or warranty of the Seller set forth in Section 4
hereof, or any representation or warranty contained in any certificate delivered
by or on behalf of the Seller pursuant to this Agreement, to be true and correct
in all respects as of the date made;
(iii) any and all losses, liabilities, obligations, damages, costs and
expenses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of the Seller under this Agreement;
(iv) any and all notices, actions, suits, proceedings, claims, demands,
assessments, judgments, costs, penalties and expenses, including attorneys' and
other professionals' fees and disbursements (collectively, "Expenses") incident
to any and all losses, liabilities, obligations, damages, costs and expenses
with respect to which indemnification is provided hereunder (collectively,
"Losses").
(b) Subject to Section 9.2, Purchaser hereby agrees to indemnify and hold
the Seller and his Affiliates, agents, successors and assigns (collectively, the
"Seller Indemnified Parties") harmless from and against:
(i) any and all Losses based upon, attributable to or resulting from the
failure of any representation or warranty of the Purchaser set forth in Section
5 hereof, or any representation or warranty contained in any certificate
delivered by or on behalf of the Purchaser pursuant to this Agreement, to be
true and correct as of the date made;
(ii) any and all Losses based upon, attributable to or resulting from the
breach of any covenant or other agreement on the part of the Purchaser under
this Agreement or arising from the ownership or operation of the Company from
and after the Closing Date; and
(iii) any and all Expenses incident to the foregoing.
9.2 Limitations on Indemnification for Breaches of Representations and
Warranties.
(a) An indemnifying party shall not have any liability under Section
9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate
amount of Losses and Expenses to the indemnified parties finally determined to
arise thereunder based upon, attributable to or resulting from the failure of
any representation or warranty to be true and correct, other than the
representations and warranties set forth in Sections 4.3 and 4.11 hereof,
exceeds $10,000 (the "Basket") and, in such event, the indemnifying party shall
be required to pay the entire amount of such Losses and Expenses in excess of
$10,000 (the "Deductible").
9.3 Indemnification Procedures.
(a) In the event that any Legal Proceedings shall be instituted or that any
claim or demand ("Claim") shall be asserted by any Person in respect of which
payment may be sought under Section 9.1 hereof (regardless of the Basket or the
17
Deductible referred to above), the indemnified party shall reasonably and
promptly cause written notice of the assertion of any Claim of which it has
knowledge which is covered by this indemnity to be forwarded to the indemnifying
party. The indemnifying party shall have the right, at its sole option and
expense, to be represented by counsel of its choice, which must be reasonably
satisfactory to the indemnified party, and to defend against, negotiate, settle
or otherwise deal with any Claim which relates to any Losses indemnified against
hereunder. If the indemnifying party elects to defend against, negotiate, settle
or otherwise deal with any Claim which relates to any Losses indemnified against
hereunder, it shall within five (5) days (or sooner, if the nature of the Claim
so requires) notify the indemnified party of its intent to do so. If the
indemnifying party elects not to defend against, negotiate, settle or otherwise
deal with any Claim which relates to any Losses indemnified against hereunder,
fails to notify the indemnified party of its election as herein provided or
contests its obligation to indemnify the indemnified party for such Losses under
this Agreement, the indemnified party may defend against, negotiate, settle or
otherwise deal with such Claim. If the indemnified party defends any Claim, then
the indemnifying party shall reimburse the indemnified party for the Expenses of
defending such Claim upon submission of periodic bills. If the indemnifying
party shall assume the defense of any Claim, the indemnified party may
participate, at his or its own expense, in the defense of such Claim; provided,
however, that such indemnified party shall be entitled to participate in any
such defense with separate counsel at the expense of the indemnifying party if
(i) so requested by the indemnifying party to participate or (ii) in the
reasonable opinion of counsel to the indemnified party, a conflict or potential
conflict exists between the indemnified party and the indemnifying party that
would make such separate representation advisable; and provided, further, that
the indemnifying party shall not be required to pay for more than one such
counsel for all indemnified parties in connection with any Claim. The parties
hereto agree to cooperate fully with each other in connection with the defense,
negotiation or settlement of any such Claim.
(b) After any final judgment or award shall have been rendered by a court,
arbitration board or administrative agency of competent jurisdiction and the
expiration of the time in which to appeal therefrom, or a settlement shall have
been consummated, or the indemnified party and the indemnifying party shall have
arrived at a mutually binding agreement with respect to a Claim hereunder, the
indemnified party shall forward to the indemnifying party notice of any sums due
and owing by the indemnifying party pursuant to this Agreement with respect to
such matter and the indemnifying party shall be required to pay all of the sums
so due and owing to the indemnified party by wire transfer of immediately
available funds within 10 business days after the date of such notice.
(c) The failure of the indemnified party to give reasonably prompt notice
of any Claim shall not release, waive or otherwise affect the indemnifying
party's obligations with respect thereto except to the extent that the
indemnifying party can demonstrate actual loss and prejudice as a result of such
failure.
9.4 Tax Treatment of Indemnity Payments.
The Seller and the Purchaser agree to treat any indemnity payment made
pursuant to this Article 9 as an adjustment to the Purchase Price for federal,
state, local and foreign income tax purposes.
18
ARTICLE X
MISCELLANEOUS
10.1 Payment of Sales, Use or Similar Taxes.
All sales, use, transfer, intangible, recordation, documentary stamp or
similar Taxes or charges, of any nature whatsoever, applicable to, or resulting
from, the transactions contemplated by this Agreement shall be borne by the
Seller.
10.2 Survival of Representations and Warranties.
The parties hereto hereby agree that the representations and warranties
contained in this Agreement or in any certificate, document or instrument
delivered in connection herewith, shall survive the execution and delivery of
this Agreement, and the Closing hereunder, regardless of any investigation made
by the parties hereto; provided, however, that any claims or actions with
respect thereto (other than claims for indemnifications with respect to the
representation and warranties contained in Sections 4.3 and 4.11, which shall
survive for periods coterminous with any applicable statutes of limitation)
shall terminate unless within twelve (12) months after the Closing Date written
notice of such claims is given to the Sellers or such actions are commenced.
10.3 Expenses.
Except as otherwise provided in this Agreement, the Seller and the
Purchaser shall each bear its own expenses incurred in connection with the
negotiation and execution of this Agreement and each other agreement, document
and instrument contemplated by this Agreement and the consummation of the
transactions contemplated hereby and thereby, it being understood that in no
event shall the Company bear any of such costs and expenses..
10.4 Specific Performance.
The Seller and the Company acknowledge and agree that the breach of this
Agreement would cause irreparable damage to the Purchaser and that the Purchaser
will not have an adequate remedy at law. Therefore, the obligations of the
Seller and the Company under this Agreement, including, without limitation, the
Seller's obligation to sell the Shares to the Purchaser, shall be enforceable by
a decree of specific performance issued by any court of competent jurisdiction,
and appropriate injunctive relief may be applied for and granted in connection
therewith. Such remedies shall, however, be cumulative and not exclusive and
shall be in addition to any other remedies which any party may have under this
Agreement or otherwise.
19
10.5 Further Assurances.
The Seller and the Purchaser each agrees to execute and deliver such other
documents or agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Agreement and the
consummation of the transactions contemplated hereby.
10.6 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of any federal or state court located within the state of New York
over any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby and each party hereby irrevocably agrees that
all claims in respect of such dispute or any suit, action proceeding related
thereto may be heard and determined in such courts. The parties hereby
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of venue of any
such dispute brought in such court or any defense of inconvenient forum for the
maintenance of such dispute. Each of the parties hereto agrees that a judgment
in any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by
any party to this Agreement in any suit, action or proceeding by the mailing of
a copy thereof in accordance with the provisions of Section 10.10.
10.7 Entire Agreement; Amendments and Waivers.
This Agreement (including the schedules and exhibits hereto) represents the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought. No action taken
pursuant to this Agreement, including without limitation, any investigation by
or on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representation, warranty, covenant or
agreement contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a further or
continuing waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.
10.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of New York.
20
10.9 Headings.
The section headings of this Agreement are for reference purposes only and
are to be given no effect in the construction or interpretation of this
Agreement.
10.10 Notices.
All notices and other communications under this Agreement shall be in
writing and shall be deemed given when delivered personally or mailed by
certified mail, return receipt requested, to the parties (and shall also be
transmitted by facsimile to the Persons receiving copies thereof) at the
following addresses (or to such other address as a party may have specified by
notice given to the other party pursuant to this provision):
(a) Purchaser:
Copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Seller:
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Entrust of Tampa Bay FBO ▇▇▇▇▇▇ G Mass
Entrust of Tampa Bay FBO ▇▇▇ ▇▇▇▇▇▇
Copy to:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
10.11 Severability.
If any provision of this Agreement is invalid or unenforceable, the balance
of this Agreement shall remain in effect.
10.12 Binding Effect; Assignment.
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement except as provided below.
No assignment of this Agreement or of any rights or obligations hereunder may be
made by either the Seller or the Purchaser (by operation of law or otherwise)
21
without the prior written consent of the other parties hereto and any attempted
assignment without the required consents shall be void; provided, however, that
the Purchaser may assign this Agreement and any or all rights or obligations
hereunder (including, without limitation, the Purchaser's rights to purchase the
Shares and the Purchaser's rights to seek indemnification hereunder) to any
Affiliate of the Purchaser; provided, further, that notwithstanding any such
assignment or delegation, the Purchaser shall continue to be bound by all the
terms of this Agreement. Upon any such permitted assignment, the references in
this Agreement to the Purchaser shall also apply to any such assignee unless the
context otherwise requires.
22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
Purchasers:
See attached Purchaser signature page
Gulf Shores Investments, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇
Entrust of Tampa Bay FBO ▇▇▇▇▇▇ G Mass
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
Read & Approved:
By: /s/ ▇▇▇▇▇▇ ▇. Mass, Jr.
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. Mass, Jr.
Entrust of Tampa Bay FBO ▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
Read & Approved:
By: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
23
IN WITNESS WHEREOF, the undersigned has executed and delivered this Counterpart
Signature Page on the date first above written.
Purchasers: Signatures:
1) Wan-▇▇▇▇ ▇▇▇ /s/ Wan-▇▇▇▇ ▇▇▇
------------------------------------- -------------------------------------
2) Yuan-▇▇▇ ▇▇▇▇▇ /s/ Yuan-▇▇▇ ▇▇▇▇▇
------------------------------------- -------------------------------------
3) Pei-▇▇▇ ▇▇▇▇ /s/ Pei-▇▇▇ ▇▇▇▇
------------------------------------- -------------------------------------
24
SCHEDULE 1
PURCHASERS
Number of Shares
Name to be issued Purchase Price
---- ------------ --------------
1) Wan-▇▇▇▇ ▇▇▇ 75,775,000 194,856.96
2) Yuan-▇▇▇ ▇▇▇▇▇ 1,000,000 2,571.52
3) Pei-▇▇▇ ▇▇▇▇ 1,000,000 2,571.52
25