Attached files
| file | filename |
|---|---|
| 8-K - Umami Sustainable Seafood Inc. | v198019_8k.htm |
| EX-99.1 - Umami Sustainable Seafood Inc. | v198019_ex99-1.htm |
| EX-10.8 - Umami Sustainable Seafood Inc. | v198019_ex10-8.htm |
Exhibit
10.7
FIRST
AGREEMENT OF AMENDMENTS (the “First Agreement
of Amendments”) of the Stock Purchase Agreement (the “SPA”)
executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican
corporation (“Corposa”),
Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”),
Holshyrna ehf, an Icelandic corporation (“Holshyrna,”
and together with Corposa, the “Shareholders”),
Vilhelm Mar Gudmundsson (“Gudmundsson”),
Robert Gudfinnsson (“Gudfinnsson” and
together with Gudmundsson, the “Directors”),
Oceanic Enterprises, Inc., a California Corporation (“Oceanic”),
Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”
and together with the Shareholders, Oceanic and the Directors, the “Selling
Parties”), and Lions Gate Lighting Corp. (currently named “UMAMI
SUSTAINABLE SEAFOOD”), a Nevada corporation (the “Buyer”),
pursuant to the following recitals and clauses:
RECITALS
WHEREAS,
a copy of the executed SPA is attached hereto as Exhibit “A” and the
parties to the SPA (the “Parties”)
wish to amend such SPA pursuant to the terms of this First Agreement of
Amendments.
Hereinafter
and for clarity purposes capitalized terms shall have the meaning assigned to
them in the SPA except as otherwise expressly provided herein.
NOW AND THEREFORE, the Parties
have agreed on the following:
ARTICLES
ARTICLE ONE. Amendments. The Parties agree the
following amendments to the SPA:
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1.1.
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As
of the date hereof, Section 5.1 of the SPA shall be amended as
follows:
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“5.1
Board
Matters. Commencing on the date hereof until November 30th, 2010,
(a) the Board of Directors of the Company and Oceanic shall consist of three
members, and one of such members shall be Oli Valur Steindorsson and (b) without
the unanimous consent of the new Board of Directors, the Company shall
not:
(i)
transfer more than 10% of its total fixed assets;
(ii)
enter into any loan, credit or similar agreements, or issue any guarantees
outside of the ordinary course of business;
(iii)
engage in any acquisitions or enter into any joint venture
agreements;
(iv)
make investments in any Person outside the ordinary course of
business;
(v)
take action that may make it difficult in any way for any of the parties hereto
to perform their respective obligations under any of the Transaction
Documents;
(vi)
take any action that will cause the dissolution or liquidation of the Company or
will cause it to cease operations;
(vii)
merge with any Person; and
(viii)
pay any dividend, issue any stock, or repay any loans to any Person, except as
specifically permitted herein and listed on Section 5.1 of the Disclosure
Schedule or in Section 3.17 of the Disclosure Schedule.”
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1.2.
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In
addition to the above amendments to the SPA, the Selling Parties and Buyer
agree the following:
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(i)
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Before
November 30th,
2010 the Shareholders and Buyer, as current shareholders of the Company,
will hold and cause a shareholders’ meeting approving: (a) the reduction
of the Company´s capital stock in an amount of three million Dollars
(USD$3,000,000) or its equivalent in Mexican pesos at the exchange rate
published by the Bank of Mexico in the Official Gazette of the Federation
(Diario Oficial de la
Federación) the date of the shareholder´s meeting, (b) the
reimbursement by the Company of two million Dollars (USD$2,000,000) to
Corposa and one million Dollars (USD$1,000,000) to Buyer as a result of
the reduction of the capital stock approved, and (c) the cancellation of
the shares held by Corposa and Buyer in the Company representing the stock
reduced and cancelled.
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(ii)
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Buyer
shall cause or guarantee that the Company is financed to meet its payments
owed to Corposa and Holshyrna deriving from capital reimbursements
resolved by the Company and its Board of Directors, as well as of debts
owed by the Company to Corposa and Holshyrna and disclosed to Buyer. To
perform the foregoing, Buyer shall also have full access to all unpledged
assets of the Company to secure or obtain any funding required pursuant to
the cash flow budget of the Company pre-approved by Buyer and Shareholders
which will be in force until November 30,
2010.
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ARTICLE TWO. Entire
Agreement. Except
as expressly amended by virtue of this First Agreement of Amendments, the
Parties hereby agree that the remaining terms and conditions of the SPA and its
exhibits and schedules shall be and remain in full force and effect. The
execution of this First Agreement of Amendments implies no performance or
extinguishment of the SPA.
ARTICLE THREE. Notices. Any communication between
the Parties under this First Agreement of Amendments shall be made pursuant to
the terms and conditions of the SPA.
ARTICLE FOUR. Applicable
Law and Jurisdiction.
(a) All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement in connection with the Transactions Documents involving the
Company and its Subsidiaries shall be governed by and construed and enforced in
accordance with the internal laws of Mexico, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in Guadalajara, Jalisco, Mexico and all parties hereto expressly
waive any other forum or jurisdiction that may apply or correspond to them by
virtue of law, their current or future domiciles or due to any other
cause. Each party hereby irrevocably and waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law. If
either party shall commence an action or proceeding to enforce any provisions of
this Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.
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(b) All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement in connection with the Transactions Documents involving
Oceanic and its Subsidiaries shall be governed by and construed and enforced in
accordance with the internal laws of California, United States of America,
without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in San Diego, California and all parties
hereto expressly waive any other forum or jurisdiction that may apply or
correspond to them by virtue of law, their current or future domiciles or due to
any other cause. Each party hereby irrevocably and waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law. If
either party shall commence an action or proceeding to enforce any provisions of
this Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.
[Signature
Page to Follow]
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and effective as
of September 24th, 2010.
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BAJA
AQUA-FARMS, S.A. DE C.V.
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By:
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OCEANIC
ENTERPRISES INC.
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By:
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CORPOSA
S.A. DE C.V.
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By:
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| HOLSHYRNA ehf | |||
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By:
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| VILHELM MAR GUDMUNDSSON | |||
| ROBERT GUDFINNSSON | |||
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(UMAMI
SUSTAINABLE SEAFOOD formerly named “LIONS GATE LIGHTING
CORP.”)
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By:
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