Global Asset Management Group, Inc 8-K, filed Aug 5, 2025
Global Asset Management Group, Inc. (GAMG)
About this 8-K
Global Asset Management Group, Inc filed this 8-K on August 5, 2025, reporting on events of July 31, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(State or other jurisdiction of incorporation) |
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| (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (
KENILWORTH SYSTEMS CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: NONE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
Acquisition of Bella Rio Marketing Agency, Inc.
On July 31, 2025, Global Asset Management Group, Inc. completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
About Bella Rio Marketing Agency, Inc.
Bella Rio Marketing Agency, Inc. is a full-service marketing and automation firm specializing in scalable digital solutions for modern brands. The company offers expertise in social media strategy, content creation, SEO, website development, CRM integration, and email marketing. Its data-driven approach focuses on lead generation, conversion optimization, and customer retention through customized digital experiences and automated workflows.
Bella Rio distinguishes itself with full-stack capabilities including professional video production, merchandising, campaign audits, and advanced audience targeting. Clients benefit from a high-touch strategic process supported by real-time analytics and automation tools that enhance performance across the marketing funnel. In its first year of operations, Bella Rio generated gross revenue of $92,787.92 and anticipates significant growth in the coming fiscal year.
Disposition of Regenecell, Inc.
On July 31, 2025, the Issuer transferred 600,000 Shares of Regenecell, Inc., a Florida corporation, representing the Issuer’s entire holdings, to Steven Swank, in exchange for and in complete satisfaction of $32,000 in Notes owed to Mr. Swank by the Issuer. Mr. Swank, an Officer and Director of the Issuer, resigned his positions upon the completion of the transaction, as reported in Item 5.02 in this Report.
Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 31, 2025, the Board of Directors accepted the resignations of Steven Swank, Richard Cruse, and Jay Cunningham as Directors of the Issuer, effective immediately. These resignations were for personal business reasons and not as a result of any dispute with the Company, its financial statements, or its reports as filed the U.S. Securities and Exchange Commission. None of the resigning Directors wished to provide any statement which would be required to be included in the Issuer’s filing on Form 8K.
Effective July 31, 2025, the Board of Directors appointed John Murray and Richard Balles as Directors of the Issuer. In addition, Mr. Murray was appointed as President of the Issuer, and Mr. Balles was appointed as Chief Executive Officer of the Issuer. The Board of Directors also appointed Andrew Roiniotis as Chief Marketing Officer and Erik Carlson as Corporate Secretary of the Issuer. Mr. Carlson will additionally serve as General Counsel, overseeing all legal affairs and corporate governance matters. His appointment reflects the Company’s commitment to strengthening its legal and compliance infrastructure as it enters a new phase of growth and strategic development.
About John Murray
John Murray is a nationally recognized executive in real estate, banking, and health and wellness. He has led high-volume real estate operations, co-founded Realty Pilot—a leading real estate tech firm—and served as President of Key Realty, Inc. His leadership spans private equity, servicing, and brokerage, with a track record of innovation and scalable enterprise solutions. Murray also chairs the National Cannabis Industry Association’s hemp committee and leads Sustainable Innovations, Inc., a vertically integrated cannabis and hemp company. He holds a BA from Illinois Wesleyan University.
About Richard Balles
Richard Balles is a veteran real estate investor and developer with over 22 years of experience in residential and commercial markets. He has originated and funded hundreds of millions in mortgages and was the founder of a bank sold in 2022. Balles has led distressed asset recovery efforts, acquiring and repositioning large pools of REO and non-performing loans. His portfolio includes ground-up developments and value-add multifamily projects across the Washington, D.C. region. Known for his hands-on approach and financial acumen, Balles brings institutional discipline to private market investments.
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About Erik Carlson
Erik Carlson is a seasoned attorney and entrepreneur with expertise in cannabis, health and wellness, and real estate development. He has served as general counsel for multiple ventures and founded several charitable organizations. Prior to his corporate legal work, Erik was a trial attorney, successfully litigating a wide range of civil and commercial cases. His experience includes business formation, contract negotiation, and strategic planning in complex legal environments. He holds a BA from Wake Forest University and a JD from the University of Wisconsin–Madison.
About Andrew Roiniotis
Andrew Roiniotis is an experienced investor and operator with a proven track record in entertainment, hospitality, and real estate development. He has deployed over $3 million into scalable ventures across Northern Illinois, resulting in the creation of more than 200 jobs and generating substantial consumer traffic. His portfolio includes the production of over 500 concerts and 50 festivals, as well as the development of high-volume venues that have revitalized underserved markets. As co-founder of Bella Rio Consulting, Inc.—the parent company of Rock’N Vodka and other emerging consumer brands—Mr. Roiniotis continues to scale nationally positioned ventures. He is actively expanding into consulting and casino-related initiatives, supported by municipal partnerships. Known for strategic execution and growth-focused leadership, Mr. Roiniotis brings operational expertise and investor alignment to Global Asset Management Group, Inc.
Employment Agreement – Richard Balles (Chief Executive Officer)
On July 30, 2025, Global Asset Management Group, Inc. entered into an Executive Employment Agreement with Richard Balles, appointing him as Chief Executive Officer and Chairman of the Board, effective August 1, 2025. The agreement outlines a two-year initial term with automatic one-year renewals, subject to board review and performance evaluations.
Under the agreement, Mr. Balles may receive compensation in the form of cash or equity, including:
| · | Annual CEO compensation of $200,000 or 200% equivalent in Non-Qualified Stock Options (NQSOs), with a cashless exercise feature. |
| · | Annual Chairman compensation of $100,000 or 200% equivalent in NQSOs. |
| · | A signing bonus of $100,000 or 200% equivalent in NQSOs. |
| · | Deal-based incentive bonuses equal to 5% of net revenue or profit from qualified transactions, capped at $1,000,000 per transaction. |
| · | Milestone bonuses and participation in a Long-Term Incentive Plan (LTIP), subject to board approval. |
The agreement includes standard provisions for termination, change in control, and post-termination benefits, including immediate vesting of equity awards and continued eligibility for incentive compensation. Mr. Balles is also entitled to customary executive benefits such as life insurance, vacation, reimbursement of business expenses, and participation in company benefit plans. The agreement includes non-compete, non-solicitation, and confidentiality clauses, and is governed by the laws of the State of Wyoming.
Employment Agreement – John Murray (President)
On July 30, 2025, Global Asset Management Group, Inc. entered into an Executive Employment Agreement with John Murray, appointing him as President and Vice Chair of the Board, effective August 1, 2025. The agreement includes a two-year initial term with automatic one-year renewals, subject to performance reviews and board oversight.
Mr. Murray’s compensation includes:
| · | Annual President compensation of $200,000 or 200% equivalent in Non-Qualified Stock Options (NQSOs), with a cashless exercise feature. |
| · | Annual Vice Chair compensation of $75,000 or 200% equivalent in NQSOs. |
| · | A signing bonus of $85,000 or 200% equivalent in NQSOs. |
| · | Deal-based incentive bonuses equal to 5% of net revenue or profit from qualified transactions, capped at $1,000,000 per transaction. |
| · | Milestone bonuses and participation in a Long-Term Incentive Plan (LTIP), subject to board approval. |
The agreement provides for standard executive benefits including life insurance, vacation, reimbursement of business expenses, and participation in company benefit plans. It also includes provisions for termination, change in control, and post-termination benefits such as immediate vesting of equity awards and continued eligibility for incentive compensation. Mr. Murray is subject to customary non-compete, non-solicitation, and confidentiality obligations, and the agreement is governed by the laws of the State of Wyoming.
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Employment Agreement – Erik Carlson (General Counsel, Chief Legal Officer, and Corporate Secretary)
On July 30, 2025, Global Asset Management Group, Inc. entered into an Executive Employment Agreement with Erik Carlson, appointing him as General Counsel, Chief Legal Officer, and Corporate Secretary, effective August 1, 2025. The agreement includes a two-year initial term with automatic one-year renewals, subject to performance reviews and board oversight.
Mr. Carlson’s compensation includes:
| · | Annual General Counsel and Chief Legal Officer compensation of $175,000 or 200% equivalent in Non-Qualified Stock Options (NQSOs), with a cashless exercise feature. |
| · | Annual Corporate Secretary compensation of $50,000 or 200% equivalent in NQSOs. |
| · | A signing bonus of $60,000 or 200% equivalent in NQSOs. |
| · | Deal-based incentive bonuses equal to 5% of net revenue or profit from qualified transactions, capped at $1,000,000 per transaction. |
| · | Milestone bonuses and participation in a Long-Term Incentive Plan (LTIP), subject to board approval. |
The agreement outlines Mr. Carlson’s responsibilities for legal strategy, SEC compliance, governance, and corporate records across all subsidiaries. It includes standard executive benefits such as life insurance, vacation, reimbursement of business expenses, and participation in company benefit plans. Termination provisions include immediate vesting of equity awards and continued eligibility for incentive compensation. Mr. Carlson is subject to customary non-compete, non-solicitation, and confidentiality obligations, and the agreement is governed by the laws of the State of Wyoming.
Employment Agreement – Andrew Roiniotis (Chief Marketing Officer)
On July 30, 2025, Global Asset Management Group, Inc. entered into an Executive Employment Agreement with Andrew Roiniotis, appointing him as Chief Marketing Officer (CMO), effective August 1, 2025. The agreement includes a two-year initial term with automatic one-year renewals, subject to performance reviews and board oversight.
Mr. Roiniotis’s compensation includes:
| · | Annual CMO compensation of $175,000 or 200% equivalent in Non-Qualified Stock Options (NQSOs), with a cashless exercise feature. |
| · | A signing bonus of $60,000 or 200% equivalent in NQSOs. |
| · | Deal-based incentive bonuses equal to 5% of net revenue or profit from qualified transactions, capped at $1,000,000 per transaction. |
| · | Milestone bonuses and participation in a Long-Term Incentive Plan (LTIP), subject to board approval. |
The agreement outlines Mr. Roiniotis’s responsibilities for strategic marketing, brand development, regulatory compliance, and corporate communications. He is also tasked with overseeing internal audits, risk assessments, and compliance training related to marketing activities. The agreement includes standard executive benefits such as life insurance, vacation, reimbursement of business expenses, and participation in company benefit plans. Termination provisions include immediate vesting of equity awards and continued eligibility for incentive compensation. Mr. Roiniotis is subject to customary non-compete, non-solicitation, and confidentiality obligations, and the agreement is governed by the laws of the State of Wyoming.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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104 |
| Inline XBRL for the cover page of this Current Report on Form 8-K |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
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Dated: August 5, 2025 | By: | /s/ John Murray |
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| Name: | JOHN MURRAY |
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| Title: | President |
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EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 22 day of July, 2025, by and between GLOBAL ASSET MANAGEMENT GROUP, INC., a Wyoming corporation (“GAMG”), and BELLA RIO MARKETING AGENCY, INC., an Illinois (“BELLA”).
In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties hereto agree as follows:
ARTICLE ONE
ACQUISITION AND EXCHANGE OF SHARES
Section 1.1. Acquisition of the BELLA Shares. Subject to the terms and conditions hereof, on the Closing Dale (as hereinafter defined), BELLA agrees to assign, transfer, deliver and convey unto GAMG, and GAMG agrees to acquire from BELLA, 500,000 Shares of Common Stock of BELLA, representing 100% of the issued and outstanding Common Stock of BELLA.
Section 1.2. Exchange of Shares: Nomination and Endorsement Agreement
(a) In exchange for the transfer of the BELLA Shares, on the Closing Dale, GAMG agrees to issue to the Selling Shareholders of BELLA (as set forth on Exhibit “A” hereto), subject to the terms and conditions hereof, 450,000 shares of GAMG Common Stock. When exchanged, the shares issued to the Selling Shareholders hereunder shall be duly authorized and validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights.
(b) The shares of GAMG Common Stock issued to the Selling Shareholders in connection herewith (the “Common Shares”) shall, once issued, have the same dividend rights, conversion rights, voting powers, preferences, priorities and other special rights and powers as all other issued and outstanding shares of GAMG Common Stock.
Section 1.3. Exchange Procedures: Surrender of Certificates.
On the Closing Date, BELLA shall surrender to GAMG, or its duly authorized designee, possession of all certificates representing the BELLA Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the BELLA Shares to GAMG. Thereupon. GAMG shall issue, in the name of the Selling Shareholders, certificates representing the Common Shares of GAMG.
Section 1.4. The Closing. The closing of the transactions contemplated hereunder (the “Closing”) shall take place at GAMG’s principal executive office on or before July 31, 2025, or at such other date, time or place upon which the parties may mutually agree (the “Closing Date”).
Section 1.5. Actions At Closing.
At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others:
(a) BELLA shall deliver the following documents to GAMG:
(1) A certificate signed by an authorized officer of BELLA stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing;
(2) A copy of the resolutions duly adopted by the Board of Directors and stockholders of BELLA authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of BELLA; and
(3) Certificates representing the Common Shares registered in the name of GAMG.
(b) GAMG shall deliver the following documents to BELLA:
(1) A certificate signed by an authorized officer of GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing;
(2) A copy of the resolutions duly adopted by the Board of Directors of GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the Secretary of GAMG;
(3) The certificates representing the GAMG Shares, issued in the names of the Selling Shareholders as their interests appear in Exhibit “A” annexed hereto.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF BELLA
Section 2.1. Corporate Organization and Capital Stock.
(a) BELLA is a corporation duly organized, validly existing and in good standing under the law of the State of Illinois with full power and authority to carry on its business as now being conducted.
(b) The authorized capital stock of 500,000 shares of Common Stock, of which, as of the date hereof, 500,000 shares are issued and outstanding. All of the issued and outstanding shares of BELLA capital stock are duly and validly issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of BELLA’s capital stock has been issued in violation of any preemptive rights of the current or past stockholders of BELLA.
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(c) The Common Shares that are to be issued to GAMG hereunder, when so issued in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable.
Section 2.2. Authorization. On the Closing Date, (i) there will be no provision in BELLA’s Articles of incorporation or in its By-Laws, as amended, which prohibits or limits BELLA’s ability to consummate the transactions contemplated hereby, (ii) BELLA shall have the right, power and authority to enter into this Agreement and to consummate all of the transactions and fulfill all of the obligations contemplated hereby and (iii) the execution and delivery of this Agreement and the due consummation by BELLA of the transactions contemplated hereby will have been duly authorized by all necessary corporate action of the Board of Directors and stockholders of BELLA. This Agreement constitutes a legal, valid and binding agreement of BELLA enforceable against BELLA in accordance with its terms.
Section 2.3. No Conflict or Violation. Subject to the fulfillment of all of the conditions set forth in Article Five hereof, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby in accordance herewith, nor compliance by BELLA with any of the provisions hereof will result in, as of the Closing Date: (i) a violation of or a conflict with any provision of BELLA’s Articles of Incorporation or By-Laws, as amended, (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which BELLA is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from BELLA or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 2.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of BELLA, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly the consummation of such transactions.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF GAMG
Section 3.1. Corporate Organization. GAMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming with full power and authority to carry on its business as it is now being conducted.,
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Section 3.2. Authorization. GAMG has full right, power and authority to enter into this Agreement and to consummate or cause to be consummated all of the transactions and to fulfill all of the obligations contemplated hereby The execution and delivery of this Agreement and the due consummation by GAMG of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Board of Directors of GAMG. This Agreement constitutes a legal, valid and binding agreement of GAMG enforceable against GAMG in accordance with its terms.
Section 3.3. No Conflict or Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by GAMG with any of the provisions hereof will result in: (i) a violation of or a conflict with any provision of the Articles of Incorporation or By-Laws of GAMG (ii) a breach of or default under any term, condition or provision of any obligation, agreement or undertaking, whether oral or written to which GAMG is a party, or an event which, with the giving of notice, lapse of time, or both, would result in any such breach, (iii) a violation of any applicable law, rule, regulation, order, decree or other requirement having the force of law, or order, judgment, writ, injunction, decree or award, or an event which, with the giving of notice, lapse of time, or both, would result in any such violation, or (iv) any person having the right to enjoin, rescind or otherwise prevent or impede the transactions contemplated hereby or to obtain damages from GAMG or to obtain any other judicial or administrative relief as a result of any transaction carried out in accordance with the provisions of this Agreement.
Section 3.4. Litigation and Proceedings. There is no action, suit, proceeding or investigation pending or, to the knowledge of GAMG, threatened which challenges the validity of this Agreement or the transactions contemplated hereby, or otherwise seeks to prevent, directly or indirectly, the consummation of such transactions.
Section 3.5. The GAMG Shares, when issued, will be free and clear of any claims, lien, charges, encumbrances or other restrictions or commitments of any nature whatsoever.
ARTICLE FOUR
AGREEMENTS OF PARTIES
Section 4.1. Agreements of GAMG.
(a) GAMG shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to BELLA and use reasonable efforts to prevent or promptly remedy the same.
(b) GAMG shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof.
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Section 4.2. Agreements of BELLA.
(a) BELLA shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations, warranties or agreements contained or referred to herein, give prompt written notice thereof to GAMG and use reasonable efforts to prevent or promptly remedy the same.
(b) BELLA shall use reasonable efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the exchange contemplated hereby in accordance with the terms and conditions hereof.
ARTICLE FIVE
CONDITIONS PRECEDENT TO THE EXCHANGE
Section 5.1. Conditions to the Obligations of GAMG. GAMG’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by BELLA) of the following conditions prior to or on the Closing Date:
(a) The representations and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date;
(b) BELLA shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement;
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and
(d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, the approval by the Board of Directors of BELLA shall have been obtained.
(e) GAMG shall have received all executed documents required to be received from BELLA on or prior to the Closing Date; all in form and substance reasonably satisfactory to GAMG.
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Section 5.2. Conditions to the Obligations of BELLA. BELLA’s obligations to effect the exchange shall be subject to the satisfaction (or waiver by GAMG) of the following conditions prior to or on the Closing Date:
(a) The representatives and warranties made by GAMG in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date;
(b) GAMG shall have performed and complied in all material respects with all of its obligations and agreements required to be performed prior to the Closing Date under this Agreement;
(c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the exchange contemplated herein shall be in effect, nor shall any proceeding by any authority or other person seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the exchange which makes the consummation of the exchange illegal; and
(d) All necessary approvals, consents and authorizations required by law for consummation of the exchange including, without limitation, approval by the Board of Directors and Shareholders of GAMG or before the Closing Date shall have been obtained.
(e) BELLA shall have received all executed documents required to be received from GAMG on or prior to the Closing Date; all in form and substance reasonably satisfactory to BELLA.
ARTICLE SIX
TERMINATION OR ABANDONMENT
Section 6.1. Mutual Agreement. This Agreement may be terminated by the mutual written consent of the parties at any time prior to the Closing Date, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained.
Section 6.2. Breach of Agreements. In the event there is a material breach in any of the representations and warranties or agreements of BELLA or GAMG, which breach is not cured within thirty (30) days after notice to cure such breach is given by the non-breaching party, then the non-breaching party, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previous obtained, may terminate and cancel this Agreement by providing written notice of such action to the other party hereto.
Section 6.3. Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
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ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
Section 7.1. Notices. Any notice or other communication shall be in writing and shall be deemed to have been given or made on the date of delivery in the case of hand delivery, or three (3) business days after deposit in the United States Registered Mail, postage prepaid, or upon receipt if transmitted by facsimile telecopy or any other means, addressed (in any case) as follows:
(a) if to GAMG:
Global Asset Management Group, Inc.
51 Monroe Street, Suite 1505
Rockville, MD
Attention: Mr. Richard Balles
with a copy to:
Global Asset Management Group
6755 Weaver Road, Suite 2
Rockford, IL 61114
Attention: Erik Carlson
and
(b) if to BELLA:
Bella Rio Marketing Agency, Inc.
400 Riverside Road
Belvidere, IL 61008
Attention: Mr. Andy Rointios
with copies to:
or to such other address as any party may from time to time designate by notice to the others.
Section 7.2. Liabilities. In the event that this Agreement is terminated pursuant to the provisions of Section 6.2 or Section 6.3 hereof on account of a breach of any of the representations and warranties set forth herein or any breach of any of the agreements set forth herein or any failure of conditions precedent to the exchange herein contained, then the non-breaching party or the party for whose benefit such conditions were imposed shall be entitled to recover appropriate damages from the breaching party; provided, however, that notwithstanding the foregoing. in the event this Agreement is terminated by reason of a failure of a condition precedent set forth in Sections 5.1(c) or (d), or Sections 5.2(c) or (d), no party hereto shall have any liability to any other party for costs, expenses, damages or otherwise.
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Section 7.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior discussions, negotiations, undertakings and agreements between the parties relating to the subject matter hereof.
Section 7.5. Headings and Captions. The captions of Articles and Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 7.6. Waiver. Amendment or Modification. The conditions of this Agreement which may be waived may only be waived by notice to the other party waiving such condition. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. This Agreement may not be amended or modified except by a written document duly executed by the parties hereto.
Section 7.7. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles; (c) “or” is not exclusive; and (d) words in the singular may include the plural and in the plural include the singular
Section 7.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
Section 7.9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, including any successor by merger, reorganization or acquisition of substantially all the assets of a party hereto. There shall be no third party beneficiaries hereof.
Section 7.10. Governing Law; Assignment. This Agreement shall be governed by the law of the State of Wyoming. This Agreement may not be assigned by either of the parties hereto.
Section 7.11. Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or no authorization without invalidating the remaining provisions hereof, or affecting the validity enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.
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IN WITNESS WHEREOF, the undersigned have set their hand on the date first above written.
| GLOBAL ASSET MANAGEMENT GROUP, INC. |
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| By: | /s/ John Murray |
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| John Murray, President |
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| BELLA RIO MARKETING AGENCY, INC. |
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| By: | /s/ Andy Roinitios |
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| Andy Roinitios, President |
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| SELLING SHAREHOLDERS: |
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| /s/ Jandell Manguerra |
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| Jandell Manguerra, President |
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| NAME: | Andell Holdings Corporation |
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SCHEDULE “A”
SELLING SHAREHOLDERS OF BELLA RIO MARKETING AGENCY, INC.
| NAME: |
| Andell Holdings Corporation |
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| NUMBER OF SHARES: |
| 500,000 |
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