SHARE EXCHANGE AGREEMENT
By and among
MJD Films, Inc.
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And
GLOBAL REALTY DEVELOPMENT CORP.
A DELAWARE Corporation
effective as of August 29, 2006
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT, made and entered into this 29th day of August,
2006 by MJD Films, Inc., ("MJD") a Delaware Corporation with its principal place
of business located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ and
GLOBAL REALTY DEVELOPMENT CORP., ("GRD") a DELAWARE corporation with its
principal place of business at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
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PREMISES
A. This Agreement provides for the acquisition of MJD by GRD whereby MJD shall
become a wholly owned subsidiary of GRD and in connection therewith, GRD shall
(i) issue 4,000,000 restricted shares of GRD common stock, $0.001 par value per
share ("Shares"), to the shareholders of MJD and (ii) Two Million Warrants
("Warrants") of GRD Common Stock for three years, priced at $.60 the closing
stock price on august 28, 2006. The above transaction shall be referred to as
the "Share Exchange".
B. ▇▇▇ ▇. ▇▇▇▇▇▇▇, President of MJD Films, Inc. will receive the following
profit sharing compensation based upon the following performance criteria. If
MJD Films earns eighteen million dollars, ($18 million) net before tax, and then
▇▇▇ ▇. ▇▇▇▇▇▇▇ shall receive five percent (5%) of the net income over the $18
million for a period up to five years from date of execution.
C. The boards of directors of GRD and MJD have each determined, subject to the
terms and conditions set forth in this Agreement, that the transaction
contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed acquisition.
AGREEMENT
NOW, THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
THE SHARE EXCHANGE
SECTION 1.1 SHARE EXCHANGE/DELIVERY OF MJD ORDINARY SHARES. Upon
satisfaction of the conditions set forth in Article VI of this Agreement, the
shareholders as listed in EXHIBIT 1.1 ("MJD Shareholders") shall transfer all
rights, title and interest to and in MJD Ordinary Shares held by them which
constitutes one hundred percent of the issued and outstanding shares of MJD.
SECTION 1.2 TRANSFER OF GRD COMMON SHARES. In exchange for all of MJD
Ordinary Shares tendered pursuant to Section 1.1, GRD shall issue to MJD
Shareholders an aggregate of 4,000,000 GRD shares of common stock and 2,000,000
Warrants upon the completion of the actions referred to in Article V of this
Agreement ("GRD Shares and Warrants"). Such shares and warrants shall be
"restricted securities", (as such term is defined in Rule 144 under the U.S.
Securities Act of 1933, as amended (the "Securities Act").
SECTION 1.3 EVENTS PRIOR TO CLOSING. Upon execution hereof or as soon
thereafter as practicable, management of MJD and GRD shall execute, acknowledge
and deliver (or shall cause to be executed, acknowledged and delivered) any and
all certificates, financial statements, schedules, agreements, resolutions
rulings or other instruments required by this Agreement to be so delivered,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence the
transactions contemplated hereby, subject only to the conditions to Closing
referenced herein below.
SECTION 1.4 CLOSING. The closing ("Closing") of the transactions
contemplated by this Agreement shall be upon satisfaction of the conditions set
forth in Articles V and VI of this Agreement, which the parties expect to occur
no event later than five (5) days after the date hereof.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES OF GRD
As an inducement to and to obtain the reliance of MJD, GRD represents and
warrants as follows:
SECTION 2.1 ORGANIZATION. GRD is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign corporation in the jurisdiction in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. Complete and correct copies of the articles of incorporation,
bylaws and amendments thereto of GRD as in effect on the date hereof are
available on the United States Securities and Exchange Commission's Website
(▇▇▇.▇▇▇.▇▇▇) as filed by GRD. The execution and delivery of this Agreement does
not and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of GRD's
articles of incorporation or bylaws. GRD has full power, authority and legal
right and has taken all action required by law, its articles of incorporation,
its bylaws or otherwise to authorize the execution and delivery of this
Agreement.
SECTION 2.2 CAPITALIZATION. The authorized capitalization of GRD consists
of 500,000,000 common shares, $0.00001 par value per share, and 10,000,000
shares of preferred stock. As of the date hereof, GRD has 90,963,027 common
shares issued and outstanding. GRD is a public company listed on the NASDAQ
OTC-Bulletin Board under the symbol "GRLY". All issued and outstanding shares
are legally issued, fully paid and nonassessable and are not issued in violation
of the pre-emptive or other rights of any person. GRD has no other securities,
warrants or options authorized or issued.
SECTION 2.3 OPTIONS AND WARRANTS. There are 13,600,000 existing options to
which GRD is a party and by which it is bound. GRD's Board shall have the right
to issue such based on the Board's good faith analysis of an employee's
individual or group performance as determined as determined by a properly
constituted compensation committee to be formed as soon as practicable but no
longer than 90 days from the date of Closing.
SECTION 2.4 CLAIMS, LITIGATION AND PROCEEDINGS. There are no actions,
suits, proceedings or investigations pending or threatened by or against GRD,
affecting GRD or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse affect on the
business, operations, financial condition or income of GRD except for the
Sapphire Note of $2.5 million which is delineated in the 10KSB filings with the
SEC. GRD does not have any knowledge of any default on its part with respect to
any judgment, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default, except for the Sapphire Note of $2.5 million which
is delineated in the 10KSB filings with the SEC.
SECTION 2.5 MATERIAL CONTRACT DEFAULTS. GRD is not in default in any
material respect under the terms of any outstanding contract, agreement, lease
or other commitment which is material to the business, operations, properties,
assets or condition of GRD, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which GRD has not taken adequate steps to prevent such a default from
occurring.
SECTION 2.6 NO CONFLICT WITH OTHER INSTRUMENTS.The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which GRD is a
party or to which any of its properties or operations are subject.
SECTION 2.7 GOVERNMENTAL AUTHORIZATIONS. GRD has all licenses, franchises,
permits or other governmental authorizations legally required to enable GRD to
conduct its business in all material respects as conducted on the date hereof.
Except for compliance with federal and state securities and corporation laws, as
hereinafter provided, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by GRD of this
Agreement and the consummation of GRD of the transactions contemplated hereby.
SECTION 2.8 TAX MATTERS; BOOKS & RECORDS
(a) The books and records, financial and others, of GRD are in all material
respects complete and correct and have been maintained in accordance with
good business accounting practices; and
SECTION 2.9 INFORMATION. The information concerning GRD as set forth in
this Agreement and in the documents filed with the U.S. Securities and Exchange
Commission in the last 12 months is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.
SECTION 2.10 TITLE AND RELATED MATTERS. GRD owns free and clear of any
liens, claims, encumbrances, interests or other restrictions or limitations of
any nature whatsoever all its assets and all procedures, techniques, marketing
plans, business plans, methods of management or other information utilized in
connection with GRD's business. No third party has any right to, and GRD had not
received any notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of GRD or any material portion of its
properties, assets or rights.
SECTION 2.11 APPROVAL OF AGREEMENT. GRD has all requisite power and
authority to enter into this Agreement, including approval of its board of
directors. The holders of a majority of the common voting shares outstanding of
GRD have authorized the execution and delivery of the Agreement by GRD and have
approved the transactions contemplated hereby.
SECTION 2.12 COMPLIANCE WITH LAWS AND REGULATIONS. GRD has complied with
all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business; operations, properties,
or financial condition of GRD.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF MJD
As an inducement to, and to obtain the reliance of GRD, MJD represents and
warrants as follows:
SECTION 3.1 ORGANIZATION. MJD is a corporation duly organized, validly
existing and in good standing under the laws of Delaware and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign entity in the country or states in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. Included in EXHIBIT 3.1 are complete and correct copies of the
by-laws and amendments thereto of MJD as in effect on the date hereof. The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of MJD's constitution.
Each company has full power, authority and legal right and has taken all action
required by law, their respective constitutions or otherwise to authorize the
execution and delivery of this Agreement.
SECTION 3.2 CAPITALIZATION OF MJD. As of the date hereof and the Closing
date, 1500 shares have been issued ("MJD Shares") and those individuals
indicated on EXHIBIT 1.1 are the only shareholders of MJD. All issued and
outstanding MJD Shares have been legally issued and are nonassessable as of the
Closing date. There exists no unexercised right to purchase shares in MJD in any
form whatsoever including, but not limited to, options, warrants or convertible
debt instruments. Such shareholders own and are conveying to GRD all of their
rights, title and interests to the MJD Shares, free and clear of all liens,
mortgages, pledges, security interests, encumbrances or charges of any kind or
description and upon consummation of the transaction contemplated herein good
title in the MJD Shares shall vest in GRD free of all liens and other charges.
SECTION 3.4 SUBSIDIARIES. MJD does not own beneficially or of record, any
shares of any other corporation.
SECTION 3.5 TAX MATTERS; BOOKS & RECORDS
(a) The books and records, financial and others, of MJD are in all material
respects complete and correct and have been maintained in accordance with good
business accounting practices; and
(b) Other than taxes due on a monthly basis, MJD does not have any
liabilities with respect to the payment of any country, federal, state, county,
local or other taxes (including any deficiencies, interest or penalties) other
than disclosed in the Financial Statements attached hereto as Exhibit 3.16.
SECTION 3.6 INFORMATION. The information concerning MJD as set forth in
this Agreement is complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.
SECTION 3.7 TITLE AND RELATED MATTERS. MJD has good and marketable title to
and is the sole and exclusive owner of all of its properties, inventory,
interests in properties and assets, real and personal including those assets
described in the written due diligence materials provided to GRD prior to
Closing (collectively, "Assets") EXHIBIT 3.7 and such Assets are free and clear
of all liens, pledges, charges or encumbrances. MJD has not received any notice
of any party asserting ancestral rights to any of the assets owned by MJD and no
similar disputes have arisen from any similar claim. MJD owns free and clear of
any liens, claims, encumbrances, realty interests or other restrictions or
limitations of any nature whatsoever and all procedures, techniques, marketing
plans, business plans, methods of management or other information utilized in
connection with their respective businesses. No third party has any right to,
and MJD has not received any notice of infringement of or conflict with asserted
rights of others with respect to any artists, product, technology, data, trade
secrets, know-how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a materially adverse affect
on the business, operations, financial conditions or income of MJD or any
material portion of their respective properties, assets or rights.
SECTION 3.8 CLAIMS, LITIGATION AND PROCEEDINGS. There are no actions,
suits, proceedings or investigations pending or threatened by or against MJD,
affecting either or their respective properties, at law or in equity, before any
court or other governmental agency or instrumentality, domestic or foreign or
before any arbitrator of any kind that would have a material adverse affect on
their respective businesses, operations, financial conditions or income of MJD
has any knowledge of any default on its part with respect to any judgment,
order, writ, injunction, decree, award, rule or regulation of any court,
arbitrator or governmental agency or instrumentality or of any circumstances
which, after reasonable investigation, would result in the discovery of such a
default.
SECTION 3.9 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under any material contract, agreement or
instrument to which MJD is a party or to which any of their respective
properties or operations are subject.
SECTION 3.10 MATERIAL CONTRACT DEFAULTS. To the best of MJD's knowledge and
belief, neither is in default in any material respect under the terms of any
outstanding contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of either company, and
there is no event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which MJD has not taken
adequate steps to prevent such a default from occurring.
SECTION 3.11 GOVERNMENTAL AUTHORIZATIONS. To the best of MJD's knowledge,
it has all licenses, franchises, permits and other governmental authorizations
that are legally required to enable it to conduct its business operations in all
material respects as conducted on the date hereof. No authorization, approval,
consent or order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the execution and
delivery by MJD of the transactions contemplated hereby.
SECTION 3.12 COMPLIANCE WITH LAWS AND REGULATIONS. MJD has complied with
all applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business; operations, properties,
or financial condition of either company.
SECTION 3.13 MATERIAL TRANSACTIONS OR AFFILIATIONS. MJD has provided GRD
with copies of all material contracts to which the company is a party and which
are to be performed in whole or in part after the date hereof. MJD has no
commitments, whether written or oral, to lend any funds to, borrow any money
from or enter into any other material transactions with, any of its directors or
person owning of record, or known by either company to own beneficially, ten
percent (10%) or more the issued and outstanding ordinary shares of MJD is to be
performed in whole or in part after the date hereof. MJD has no commitments,
whether written or oral, to lend and funds to, borrow and money from or enter
into any other material transactions with, any such affiliated person.
SECTION 3.14 LABOR RELATIONS. MJD has never had a work stoppage resulting
from labor problems and there is no pending litigation or legal claims against
either company from any past employees, officers or directors. All payroll
matters are in accordance with labor laws and there are no taxes or duties
outstanding or payable to any tax authorities with referenced to employment
taxed or social payments other than those disclosed in the financial statements
attached hereto as Exhibit 3.16.
SECTION 3.15 NATURE OF BOOKS AND RECORDS. It is acknowledged that MJD's
books and records must be in auditable condition and that such audit must be
completed within sixty days (60) of this Agreement.
SECTION 3.16 NET ASSET VALUE AND AUDITED FINANCIAL STATEMENTS. GRD has been
provided with Unaudited financial statements of MJD dated as of August 29, 2006
and which are attached hereto as EXHIBIT 3.16 and has agreed to provide audited
financial statements to GRD within 60 days of Closing (collectively, "Financial
Statements"). Such financial statements reflect the assets, liabilities, net
worth, profit and loss, and cash flow of MJD with respect to their businesses.
All financial statements referred to herein are complete and correct in all
material respects, present fairly the financial condition and results of
operations of each company as at the dates of such statements and have been
prepared in accordance with generally accepted accounting principles. The books
of account and records have been maintained in accordance with good business
practice and reflect fairly all properties, assets, liabilities and transactions
of the company. MJD does not have material liabilities or obligations of any
kind (whether accrued, absolute, direct, indirect, contingent or otherwise)
which are not fully disclosed, accrued or reserved against in its financial
statements. Since the last day of the Financial Statements, each has conducted
its business only in the ordinary and usual course and have not experienced any
material adverse changes in its business or its financial condition. Without
limiting the foregoing, MJD has not:
(i) permitted or allowed any of its assets or properties to be
subjected to any lien or encumbrance;
(ii) amended, terminated, cancelled or compromised any material claim;
(iii) sold, transferred, leased, subleased, licensed or otherwise disposed
of any properties or assets, real, personal or mixed including, without
limitation, leasehold interests and intangible property of or relating to the
businesses in excess of Twenty-Five Thousand and No/100 ($25,000.00) Dollars
other than in the ordinary course of business and consistent with past
practices;
(iv) granted or proposed any increase or announce any increase in
compensation or benefits payable to its employees or consultants other than as
has been disclosed in writing to GRD;
(v) made any material change in its method of accounting other than as
required by generally acceptable accounting principles; and
(vi) entered into any agreement with any of its directors, officers, or
shareholders (or any family member thereof) except as has been disclosed in
writing to GRD.
Since August 29, 2006, no funds have been withdrawn or expended nor have any
cash or other assets been applied, except in the ordinary course of operations
of its business in accordance with past practices of each company, and that no
amounts have been paid to any of its shareholders.
ARTICLE IV
SPECIAL COVENANTS
SECTION 4.1 ACCESS TO PROPERTIES AND RECORDS. It is acknowledged by each of
GRD and MJD, that its officers and authorized representatives, as the case may
be, have been afforded full access to the other's properties, books and records,
so that each had full opportunity to make such reasonable investigation as it
desired to make of the affairs of the other and each has furnished the other
with such additional financial and operating data and other information as to
the business and properties of MJD and GRD as the case may be, as the other
shall from time to time reasonably request. Should either party require further
opportunity to conduct any further investigation into the affairs of the other,
it shall be allowed to do so prior to closing as long as this investigation is
completed prior to Closing.
SECTION 4.2 AVAILABILITY OF RULE 144. Each of the parties acknowledge that
the stock of GRD to be issued pursuant to this Agreement have not been
registered under the Securities Act and will be "restricted securities" as that
term is defined in Rule 144 promulgated pursuant to the Securities Act. Such
"restricted securities" may not be sold, transferred or encumbered except in a
transaction registered under the Securities Act or in a transaction exempt from
or not subject to the registration requirements. GRD shall not at any time now
or in the future prohibit, prevent, delay, obstruct and/or unnecessarily delay
the sale of the "restricted securities" in accordance with Rule 144. GRD agrees
to register the Warrants with the first registration statement the Company
files.
SECTION 4.3 SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE GRD COMMON
SHARES AND WARRANTS TO BE ISSUED IN THE EXCHANGE. The consummation of this
Agreement, including the issuance of the GRD Shares and Warrants to MJD
Shareholders and the resulting issuance of common shares as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act, and
applicable state statutes. Such transaction shall be consummated in reliance on
exemptions from the registration and prospectus delivery requirements of such
statutes which depend, inter alia, upon the circumstances under which the MJD
Shareholders acquire the GRD Shares.
SECTION 4.4 THIRD PARTY CONSENTS. MJD and GRD agree to cooperate with each
other in order to obtain any required third party consents to this Agreement and
the transactions herein contemplated.
SECTION 4.5 INDEMNIFICATIONS.
(a) MJD agrees to indemnify GRD and each of the officers, agents and
directors of GRD as of the date of execution of this Agreement against any loss,
liability, claim, damage or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating, preparing or defending
against and litigation, commenced or threatened or any claim whatsoever), to
which it or they may become subject to arising out of or based on any inaccuracy
appearing in or misrepresentation made in this Agreement in addition to any
shareholder action filed against GRD officers or directors based on this
Agreement. The indemnification provided for in this paragraph shall survive the
Closing and consummation of the transactions contemplated hereby and termination
of this Agreement; and
(b) GRD and its officers and directors hereby agrees to indemnify MJD
and each of the officers, agents, directors and current shareholders of such
entities as of the Closing date against any loss, liability, claim, damage or
expense (including, but not limited to, any and all expense whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made in this Agreement. The indemnification provided for in
this Section shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF GRD
GRD shall not be obligated to perform under this Agreement until, at or
before the Closing date; hat MJD has satisfied the following conditions:
SECTION 5.1 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by MJD in this Agreement were true when made and shall be true at the
Closing date with the same force and effect as if such representations and
warranties were made at the Closing date (except for changes therein permitted
by this Agreement), and MJD shall have performed or complied with all covenants
and conditions required by this Agreement to be performed or complied with by
MJD prior to or at the Closing.
SECTION 5.2 SHAREHOLDER APPROVAL. The shareholders of MJD have approved
this Agreement and the transactions contemplated herein.
SECTION 5.3 NO MATERIAL ADVERSE CHANGE. Subject to any material a adverse
changes disclosed in writing to and acknowledged by GRD, prior to the Closing
date, there shall not have occurred any material adverse change in the financial
condition, business or operations of nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations or MJD.
SECTION 5.4 OTHER ITEMS. GRD shall have received such further documents,
certificates or instruments relating to the transactions contemplated hereby as
GRD may reasonably request.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF MJD
MJD shall not be obligated to perform under this Agreement until at or
before the Closing date (unless otherwise indicated herein); GRD has satisfied
the following conditions:
SECTION 6.1 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by GRD in this Agreement were true when made and shall be true as of the
Closing date (except for changes therein permitted by this Agreement) with the
same force and effect as if such representations and warranties were made at and
as of the Closing date, and GRD shall have performed and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by GRD prior to or at the Closing.
SECTION 6.2 NO MATERIAL ADVERSE CHANGE. Subject to any material adverse
changes disclosed in writing and acknowledged by MJD, prior to the Closing date,
there shall not have occurred any material adverse change in the financial
condition, business or operations nor shall any event have occurred which, with
the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of GRD.
SECTION 6.3 STOCK CERTIFICATE. GRD shall have tendered to MJD a certificate
representing the GRD Shares, duly endorsed to the MJD Shareholders in the
dominations indicated in EXHIBIT 1.1, and such endorsement shall have been
witnessed by an officer of GRD.
SECTION 6.4 SECRETARY'S CERTIFICATE. GRD shall have delivered to MJD a
certificate, dated the Closing date, executed by the Secretary of GRD in
substantially the form attached hereto as Exhibit 6.5, which shall include
confirmation that all requisite board and stockholder approvals have been
obtained and remain in force.
SECTION 6.5 PROCEEDINGS. All proceedings to be taken on the part of GRD in
connection with the transactions contemplated by this Agreement and all
documents delivered by GRD incidental thereto shall be reasonably satisfactory
in form and substance to MJD and each shall have received copies of all
documents as it may reasonably request in order to establish the consummation of
such transactions.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 BROKERS AND FINDERS. Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person for any
commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.
SECTION 7.2 LAW, FORUM AND JURISDICTION. This Agreement shall be construed
and interpreted in accordance with the laws of the State of Florida, United
States of America.
SECTION 7.3 NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to GRD: ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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If to MJD ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have given as of the date so delivered, mailed or telegraphed.
SECTION 7.4 ATTORNEYS' FEES. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parities shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fee, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
SECTION 7.5 CONFIDENTIALITY. Each party hereto agrees with the other
parties that, unless and until the reorganization contemplated by this Agreement
has been consummated, they and their representatives will hold in strict
confidence all data and information obtained with respect to another party or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or records or from personal inspection, of such other party,
and shall not used such data or information or disclose the same to others,
except: (i) to the extent such data is a matter of public knowledge or is
required by law to be published; and (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.
SECTION 7.6 EXHIBITS; KNOWLEDGE. Each party is presumed to have full
knowledge of all information set forth in the other party's exhibits delivered
pursuant to this Agreement.
SECTION 7.7 THIRD PARTY BENEFICIARIES.This contract is solely among MJD and
GRD and except as specifically provided, no director, officer, stockholder,
employee, agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.
SECTION 7.8 ENTIRE AGREEMENT.This Agreement represents the entire agreement
between the parties relating to the subject matter hereof. This Agreement alone
fully and completely expresses the agreement of the parties relating to the
subject matter hereof. There are no other courses of dealing, understanding,
agreements, representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.
SECTION 7.9 SURVIVAL; TERMINATION. The representations, warranties and
covenants of the respective parties shall survive the Closing date and the
consummation of the transactions herein contemplated.
SECTION 7.10 COUNTERPARTS. These Agreements may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
SECTION 7.11 AMENDMENT OR WAIVER. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance hereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.
SECTION 7.12 INCORPORATION OF RECITALS.All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein.
SECTION 7.13 EXPENSES. Each party herein shall bear all of their respective
costs and expenses incurred in connection with the negotiation of this Agreement
and in the consummation of the transactions provided for herein and the
preparation thereof.
SECTION 7.14 HEADINGS; CONTEXT. The headings of the sections and paragraphs
contained in this Agreement are for convenience of reference only and does not
form a part hereof and in no way modify, interpret or construe the meaning of
this Agreement.
SECTION 7.15 BENEFIT. This Agreement shall be binding upon and shall insure
only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party.
SECTION 7.16 SEVERABILITY. In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein shall for
any reason hereafter be determined to be unenforceable, or in violation of any
law, governmental order or regulation, such unenforceability or violation shall
not affect the remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective parties hereto.
SECTION 7.17 FAILURE OF CONDITIONS; ▇▇▇▇▇▇▇▇▇▇▇.▇▇ the event of any of the
conditions specified in this Agreement shall not be fulfilled on or before the
Closing date, either of the parties have the right either to proceed or, upon
prompt written notice to the other, to terminate and rescind this Agreement
without liability to any other party. The election to proceed shall not affect
the right of such electing party reasonably to require the other party to
continue to use its efforts to fulfill the unmet conditions.
SECTION 7.18 NO STRICT CONSTRUCTION. The language of this Agreement shall
be construed as a whole, according to its fair meaning and intendment, and not
strictly for or against wither party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions
hereof.
SECTION 7.19 EXECUTION KNOWING AND VOLUNTARY. In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprised of its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; and (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.
MJD FILMS, INC.
BY: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
PRESIDENT
GLOBAL REALTY DEVELOPMENT CORP.
BY: /S/ ▇▇▇▇▇▇ ▇▇▇▇
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CHIEF EXECUTIVE OFFICER