SHMP 8-K
NaturalShrimp Inc (SHMP)
8-K
2021-06-01
For: 2021-05-19
View Original
Added on
July 28, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
of 1934
Date of Report (Date of earliest event reported): May 19,
2021
NATURALSHRIMP INCORPORATED
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-54030
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74-3262176
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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15150 Preston Road, Suite #300
Dallas, Texas 75248
(Address of principal executive offices, including zip
code)
(866) 351-5907
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
[
] Written communication 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 1.01. Entry Into a Material Definitive
Agreement.
SPA
On May
19, 2021, NaturalShrimp Incorporated (the “Company”)
entered into a Securities Purchase Agreement (the
“SPA”) with F&T Water Solutions, LLC
(“F&T”). Prior to entering into the SPA, the
Company owned fifty-one percent (51%) and F&T owned forty-nine
percent (49%) of the issued and outstanding shares of common stock
of Natural Aquatic Systems, Inc., a Texas corporation
(“NAS”). Upon the closing of the SPA, the Company would
purchase the NAS shares owned by F&T (980,000 shares of
NAS’ common stock) for a purchase price of $1 million dollars
in cash and shares of the Company’s common stock with a value
of $2 million.
The
Company paid the cash purchase price on May 20, 2021 and the
parties agreed on May 25, 2021 that the Company would issue shares
with a value of $0.505 per share for a total issuance of 3,960,396
shares of the Company’s common stock to F&T in connection
with the SPA. The purchase of the NAS shares closed on May 25,
2021.
Patents Purchase Agreement
On May
19, 2021, the Company entered into a Patents Purchase Agreement
(the “Patents Agreement”) with F&T. The Company and
F&T had previously jointly developed and patented a water
treatment technology used or useful in growing aquatic species in
re-circulating and enclosed environments (the “Patent”)
with each party owning a fifty percent (50%) interest. Upon the
closing of the Patents Agreement, the Company would purchase
F&T’s interest in the Patent, F&T’s 100%
interest in a second patent associated with the first Patent issued
to F&T in March 2018, and all other intellectual property
rights owned by F&T for a purchase price of $2 million dollars
in cash and shares of the Company’s common stock with a value
of $5 million.
The
Company paid the cash purchase price on May 20, 2021 and the
parties agreed on May 25, 2021 that the Company would issue shares
with a value of $0.505 per share for a total issuance of 9,900,990
shares of the Company’s common stock to F&T in connection
with the Patents Agreement. The closing of the Patents Agreement
took place on May 25, 2021.
Leak-Out Agreements
In
connection with the issuance of a total of 13,861,386 shares of the
Company’s common stock pursuant to the SPA and the Patents
Agreement (the “Shares”), the Company and F&T, on
May 19, 2021, entered into two separate leak-out agreements (the
“Leak-Out Agreements”). Pursuant to the Leak-Out
Agreements, F&T agreed that it would not sell or transfer the
Shares for six (6) months following the closing of the SPA and
Patents Agreement and that, following these six months, each
shareholder of F&T who was issued a portion of the Shares could
sell up to one-sixth (1/6) of their portion of the Shares every
thirty (30) day period occurring thereafter for the next six (6)
months. Following the one year anniversary of the closings, there
will be no further restrictions regarding the sale or transfer of
the Shares.
The
foregoing provides only a brief description of the material terms
of the SPA, the Patents Agreement, and the Leak-Out Agreements and
does not purport to be a complete description of the rights and
obligations of the parties thereunder, and such descriptions are
qualified in their entirety by reference to the full text of the
SPA, the Patents Agreement, and the Leak-Out Agreements filed as
exhibits to this Current Report on Form 8-K, and is incorporated
herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The
applicable information included in Item 1.01 of this 8K with regard
to the May 25, 2021 closing of the SPA and the Patents Agreement is
incorporated herein by reference. As the Company did not acquire a
“business” as defined in Rule 11-01(d) of Regulation
S-X, the financial statements of F&T and pro forma financial
information are not required to be filed.
Item 3.02 Unregistered Sales of Equity Securities.
The
applicable information included in Item 1.01 of this 8-K is
incorporated by reference in this Item 3.02. The issuance of the
Share was not registered under the under the Securities Act of
1933, as amended (the “Securities Act”) but qualified
for exemption under Section 4(a)(2) of the Securities
Act.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Securities
Purchase Agreement by and between NaturalShrimp Incorporated and
F&T Water Solutions, LLC, dated May 19, 2021
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10.2#
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Patents
Purchase Agreement by and between NaturalShrimp Incorporated and
F&T Water Solutions, LLC, dated May 19, 2021.
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Form of
Leak-Out Agreement by and between NaturalShrimp Incorporated and
F&T Water Solutions, LLC, dated May 19, 2021.
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Certain schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company will furnish
supplementally copies of omitted schedules and exhibits to the
Securities and Exchange Commission or its staff upon its
request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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NATURALSHRIMP INCORPORATED
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Date:
June 1, 2021
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By:
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/s/
Gerald
Easterling
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Name:
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Gerald
Easterling
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Title:
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Chief
Executive Officer
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as
of May 19th 2021, by and
between NaturalShrimp Incorporated, a Nevada corporation (the
“NSI”
or “Purchaser”) and F&T Water Solutions, LLC, a
Florida limited liability company (“Seller” or
“F&T”). The parties are referred to herein as the
“Parties” and individually, a
“Party.”
WHEREAS, NSI owns
fifty-one percent (51%) and F&T owns forty-nine percent (49%)
of the issued and outstanding common shares of Natural Aquatic
Systems, Inc., a Texas corporation (“NAS”);
and
WHEREAS, NSI
desires to acquire from F&T and F&T desires to sell to NSI
all of F&T’s shares in NAS, being 980,000 common shares
(the “NAS
Shares”)
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company
and the Seller agrees as follows:
ARTICLE I.
Stock Purchase
Section
1.01 Purchase
and Sale. On the terms and
subject to the conditions set forth herein, at the Closing (as
hereinafter defined), F&T agrees to sell, assign, transfer,
convey and deliver to NSI, and NSI agrees to purchase from
F&T’s, all of the common shares owned by F&T in NAS
being 980,000 common shares representing forty-nine percent (49%)
of NAS shares.
Section
1.02 Purchase
Price. The purchase price for the F&T Shares shall be
Three Million and no/100 Dollars ($3,000,000) payable as
follows:
(i)
Cash Payment in the amount of
$1,000,000 (“Closing Cash
Payment”);
(ii)
Common Stock of NSI (the “NSI
Securities”) in the amount of $2,000,000 worth of NSI Shares
at a price per share equal to the “ask” Price of a
share on the close of the OTC Market on the day immediately prior
to Closing subject to that certain Lock Out and Leak out Agreement
executed concurrently herewith.
Section
1.03 Closing.
The closing of the transactions contemplated by this Agreement (the
“Closing”) will take place electronically at a time
to be mutually agreed upon by F&T and NSI at a time and date as
may be mutually agreed by F&T and NSI but in no event later
than May 31, 2021. The date on which the Closing occurs is referred
to herein as the “Closing Date” and the Closing shall be deemed effective
as of 12:01 a.m. on the Closing Date.
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(a) At
the Closing, F&T shall deliver to NSI the
following:
(i) A signed copy of this
Agreement;
(ii) An Assignment of NAS Shares in the form attached
as Exhibit B
(iii) A duly authorized and signed Irrevocable Stock
Transfer Power transferring the NAS Shares to NSI the form of which
is attached as Exhibit C (the “Stock Transfer
Power”);
(iv) A duly endorsed original certificate for 980,000
NAS Shares
(v)
A “Lock Out and Leak-Out
Agreement executed by the Class A and Class B members of F&T
the form of which is attached hereto as Exhibit
E
(vi) a certificate of the Secretary (or equivalent
officer) of F&T to Buyer certifying as to (A) the resolutions
of the board of directors or Managers of F&T, which authorize
the execution, delivery and performance of this Agreement by
F&T, including all documents to be delivered pursuant to
Section 2.02(a), and the other agreements, instruments and
documents required to be delivered in connection with this
Agreement or at the Closing (collectively and for any party, the
"Transaction
Documents") and the
consummation of the transactions contemplated hereby and thereby
and (B) the names and signatures of the officers of F&T
authorized to sign this Agreement and the other Transaction
Documents; and
(vii) such other customary instruments of transfer,
assumption, filings or documents, in form and substance reasonably
satisfactory to Buyer, as may be required by F&T to give effect
to the transactions contemplated by this
Agreement.
(b) At
the Closing, Buyer shall deliver the following:
(i)
A countersigned copy of this
Agreement;
(ii)
the Closing Cash Payment to
F&T;
(iii)
the NSI Securities, fully paid and
non-assessable delivered to TranShare Corporation for the benefit
of F&T subject however to that certain Lock out and Leak Out
Agreement;
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(iv)
The countersigned documents as
necessary or required to affect the Closing;
(v)
a certificate of the Secretary (or
equivalent officer) of Buyer to F&T certifying as to (A) the
resolutions of the Board of Directors of Buyer, which authorize the
execution, delivery and performance of this Agreement, including
all documents to be delivered pursuant to this Section 2.02(b), and
the other Transaction Documents and the consummation of the
transactions contemplated hereby and thereby and (B) the names and
signatures of the officers of Buyer authorized to sign this
Agreement and the other Transaction Documents;
and
(vi)
such other customary instruments of
transfer, assumption, filings or documents, in form and substance
reasonably satisfactory to Buyer, as may be required to give effect
to the transactions contemplated by this
Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.01
Representations and Warranties of
the F&T. F&T hereby represents and warrants that the
statements contained in this Article III are true and correct as of
the date hereof.
3.02
Organization and
Authority of F&T; Enforceability. F&T is a limited liability company duly
organized, validly existing and in good standing under the laws of
the State of Florida. Seller has full corporate power and authority
to enter into this Agreement and the documents to be delivered
hereunder, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and
performance by Seller of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby has been duly authorized by Seller’s
board of directors or Manager(s). This Agreement and the documents
to be delivered hereunder have been duly executed and delivered by
Seller, and (assuming due authorization, execution and delivery by
Buyer) this Agreement and the documents to be delivered hereunder
constitute legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their respective
terms.
3.03
No Conflicts;
Consents. The execution,
delivery and performance by the Seller of this Agreement and the
documents to be delivered hereunder, and the consummation of the
transactions contemplated hereby, do not and will not: (a) violate
or conflict with the organizational documents of Seller; (b)
violate or conflict with any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Seller or the Purchased
Assets, including without limitation, the Judgment of the US
Bankruptcy Court; (which is subject to the Escrow Agreement); (c)
conflict with, or result in (with or without notice or lapse of
time or both) any violation of, or default under, or give rise to a
right of termination, acceleration or modification of any
obligation or loss of any benefit under any contract or other
instrument to which Seller is a party or to which any of the NAS
Shares are subject; or (d) result in the creation or imposition of
any Encumbrance on the NAS Shares. Except as otherwise set forth in
this Agreement, no consent, approval, waiver or authorization is
required to be obtained by Seller from any person or entity
(including any governmental authority) in connection with the
execution, delivery and performance by Seller of this Agreement and
the consummation of the transactions contemplated
hereby.
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3.04
Legal
Proceedings. There is no Action
of any nature currently pending or, to Seller’s knowledge,
threatened against or by Seller that challenges or seeks to
prevent, enjoin or otherwise delay the transactions contemplated by
this Agreement. To Seller’s knowledge, no event has occurred,
or circumstances exist that may give rise to, or serve as a basis
for, any such Action.
3.05
Ownership of NAS Shares.
F&T is the owner and holder of the NAS Shares as recorded in
the stock transfer records of NAS, are duly authorized and are free
and clear of all liens, claims, restrictions as to transfer and/or
Encumbrances of any form or nature;
a.
The NAS Shares have
not been pledged or hypothecated in any manner and there are no
debts secured by the NAS Shares;
b.
No party has the
preferential right to purchase all or any part of the NAS Shares,
and F&T will not be in breach of any oral or written agreement,
contract or covenant by entering into this Assignment or conveying
the NAS Shares to NSI.
c.
No party has the
preferential right to purchase all or any part of the Shares, and
Assignor will not be in breach of any oral or written agreement,
contract or covenant by entering into this Assignment or conveying
the NAS Shares to Assignee.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF BUYER
Buyer
represents and warrants to F&T that the statements contained in
this Article IV are true and correct as of the date
hereof.
Section
4.01 Organization and Authority of
Buyer; Enforceability. Buyer is
a corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada. Buyer has full corporate
power and authority to enter into this Agreement and the documents
to be delivered hereunder, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The
execution, delivery and performance by Buyer of this Agreement and
the documents to be delivered hereunder and the consummation of the
transactions contemplated hereby have been duly authorized by
Buyer’s Board of Directors. This Agreement and the documents
to be delivered hereunder have been duly executed and delivered by
Buyer, and (assuming due authorization, execution and delivery by
Seller) this Agreement and the documents to be delivered hereunder
constitute legal, valid and binding obligations of Buyer
enforceable against Buyer in accordance with their respective
terms.
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Section
4.02 No Conflicts; Consents.
The execution, delivery and
performance by Buyer of this Agreement and the documents to be
delivered hereunder, and the consummation of the transactions
contemplated hereby, do not and will not: (a) violate or conflict
with the organizational documents of Buyer; or (b) violate or
conflict with any judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to Buyer. No consent, approval,
waiver or authorization is required to be obtained by Buyer from
any person or entity (including any governmental authority) in
connection with the execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions
contemplated hereby.
Section 4.03
Legal
Proceedings. There is no Action
of any nature pending or, to Buyer’s knowledge, threatened
against or by Buyer that challenges or seeks to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. No
event has occurred, or circumstances exist that may give rise to,
or serve as a basis for, any such Action.
ARTICLE V
COVENANTS
Section
5.01 Transfer Taxes.
Transfer, sales, use, registration,
documentary, stamp, value added and other such taxes and fees
(including any penalties and interest) incurred in connection with
this Agreement shall be borne and paid by Seller when due. Seller
shall, at its own expense, timely file any Tax Return or other
document with respect to such Taxes or fees (and Buyer shall
cooperate with respect thereto as necessary).
Section
5.02 Further Assurances.
Following the Closing, each of the
Parties hereto shall execute and deliver such additional documents,
instruments, conveyances and assurances and take such further
actions, without additional consideration or undue delay as may be
reasonably required to carry out the provisions hereof and give
effect to the transactions contemplated by this Agreement and the
other Transaction Documents.
ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING
Section
6.01 Conditions Precedent to
Seller’s Obligations. The
obligations of Seller at the Closing shall be subject to the
satisfaction of the following conditions precedent at Closing (each
of which may be waived by Seller):
(a) Representations.
All representations and warranties of Buyer contained herein shall
be true and correct on the Closing Date in all material respects as
if made on such date; all agreements of Buyer contained herein
shall have been complied with; and Seller shall have received a
certification of Buyer, dated the Closing Date, to each such
effect.
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(b) Closing
Deliveries. Buyer shall have
executed and delivered the Transaction Documents required by
Section 2.02(b).
(c) Approval
of the Board of Buyer. The
board of directors of Buyer shall have approved the Agreement and
the transactions contemplated hereby.
(d)
Actions or
Proceedings. No preliminary or
permanent injunction or other order by any federal or state court
of competent jurisdiction that makes it illegal or otherwise
prevents the consummation of the transactions contemplated hereby
shall have been issued and shall remain in
effect.
Section
6.02 Conditions Precedent to the
Buyer’s Obligations. The
obligations of Buyer at the Closing shall be subject to the
satisfaction of the following conditions precedent at Closing (each
of which may be waived by the Buyer):
(a) Representations.
All representations and warranties of F&T contained herein
shall be true and correct in all material respects on the Closing
Date as if made on such date.
(b) Member
Approval. The Class A Members
of F&T, by written consent, shall have approved this Agreement
and the transactions contemplated hereby.
(c) Judgment.
F&T will have provided to Buyer such security or protection to
the reasonable satisfaction of Buyer, in its sole discretion, to
protect Buyer from any claims or collection actions relating to the
Judgment as described in Exhibit A.
(d) F&T
Closing Deliveries. F&T
shall have executed and delivered the Transaction Documents
required by Section 2.02(a) including the Non-competition and
Non-solicitation Agreement.
(e) Board
of Directors Approval. The
Board of Directors or Managers of Seller shall have approved of the
Agreement and the transactions contemplated
hereby.
(f)
Actions or
Proceedings. No preliminary or
permanent injunction or other order by any federal or state court
of competent jurisdiction that makes it illegal or otherwise
prevents the consummation of the transactions contemplated hereby
shall have been issued and shall remain in
effect.
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ARTICLE VII
INDEMNIFICATION
Section 7.01
Survival.
Except as it relates to Buyer’s
payment of the Purchase Price, including Buyer’s payment of
the Closing Cash Payment and Buyer’s delivery of the NSI
Securities, all representations, warranties, covenants and
agreements contained herein and all related rights to
indemnification shall survive the Closing for a period ending
twelve (12) months following the Closing Date
(“Survival
Period”). Neither Seller
nor Buyer shall be liable to the other party with respect to any
claim for the breach or inaccuracy of any representation or
warranty pursuant to this Agreement unless written notice of a
claim thereof is delivered to the other party prior to expiration
of the Survival Period. Notwithstanding the foregoing,
the Survival Period shall limit and apply only to a breach of
warranties and representations.
Section 7.02 Indemnification by
Seller. Seller shall defend,
indemnify and hold harmless Buyer, its affiliates and their
respective stockholders, directors, officers and employees from and
against all Losses arising from or relating to:
(a) any
inaccuracy in or breach of any of the representations or warranties
of Seller contained in this Agreement or any document to be
delivered hereunder;
(b) all
Liabilities of Seller.
(c) any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Seller pursuant to this Agreement or any
document to be delivered hereunder; or
(d) third
party litigation for matters arising prior to Closing whether or
not asserted prior to or after Closing but unrelated to any attempt
to restrain the Closing.
(e) Collection
or attempt to collect the Judgment and any proceedings associated
therewith.
(f) Any
claim for infringement of intellectual property transferred or
assigned to Buyer hereunder
Section 7.03
Indemnification by
Buyer. Buyer shall defend,
indemnify and hold harmless F&T, its affiliates and their
respective stockholders, directors, officers and employees from and
against all Losses, arising from or relating
to:
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(a) any
inaccuracy in or breach of any of the representations or warranties
of Buyer contained in this Agreement or any document to be
delivered hereunder; or
(b) any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Buyer pursuant to this Agreement or any document
to be delivered hereunder.
(c) third
party litigation for matters arising subsequent to Closing but
unrelated to any attempt to cancel, undo or terminate
Closing.
Section 7.04
Indemnification
Procedures. Whenever any claim
shall arise for indemnification within the Survival Period, the
party entitled to indemnification (the “Indemnified
Party”) shall promptly
provide written notice of such claim (a ”Claim Notice”) to the other party (the
“Indemnifying
Party”). In connection
with any claim giving rise to indemnity hereunder resulting from or
arising out of any Action by a person or entity who is not a party
to this Agreement, the Indemnifying Party, at its sole cost and
expense and upon written notice to the Indemnified Party, may
assume the defense of any such Action with counsel reasonably
satisfactory to the Indemnified Party. The Indemnified Party shall
be entitled to participate in the defense of any such Action, with
its counsel and at its own cost and expense. If the Indemnifying
Party does not assume the defense of any such Action, the
Indemnified Party may, but shall not be obligated to, defend
against such Action in such manner as it may deem appropriate,
including, but not limited to, settling such Action, after giving
notice of it to the Indemnifying Party, on such terms as the
Indemnified Party may deem appropriate and no action taken by the
Indemnified Party in accordance with such defense and settlement
shall relieve the Indemnifying Party of its indemnification
obligations herein provided with respect to any damages resulting
therefrom. The Indemnifying Party shall not settle any Action
without the Indemnified Party’s prior written consent (which
consent shall not be unreasonably withheld or
delayed).
Section
7.05 Certain
Limitations.
(a) The
aggregate amount of all Losses for which Seller shall be liable
under this Article VII shall not exceed One Million Dollars
($1,000,000), provided
however, the limitations
imposed by this dollar limitation shall not apply to the Judgment
defined in Exhibit A. Seller’s indemnification shall continue
so long as the Judgment is extant or
enforceable.
(b) In
no event shall any Indemnifying Party be liable to any Indemnified
Party for any punitive, incidental, consequential, special or
indirect damages, including loss of future revenue or income, loss
of business reputation or opportunity relating to the breach or
alleged breach of this Agreement, or diminution of value or any
damages based on any type of multiple.
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(c) Buyer
shall not communicate with any third-party individual or entity
regarding the Judgment or any liability there under without the
prior approval of Seller. Seller shall have exclusive authority to
negotiate any payment due under the Judgment. Any violation of this
limitation will excuse Seller’s indemnification obligations
regarding the Judgment.
ARTICLE VIII, MISCELLANEOUS
Section
8.01 Expenses. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and
expenses.
Section
8.02 Notices. All notices, requests, consents, claims, demands,
waivers and other communications hereunder shall be in writing and
shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the
addressee if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by facsimile or e-mail of
a PDF document (with confirmation of transmission) if sent during
normal business hours of the recipient, and on the next business
day if sent after normal business hours of the recipient; or (d) on
the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the
following addresses (or at such other address for a party as shall
be specified in a notice given their principal office as reflected
in the records of the Secretary of State of the State in which they
are incorporated.
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If to Seller:
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Mark George
Address:
Phone: Email: Attention: Mark George
The Liles Firm, PA
Robert B. George
Address:
Email:
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If to Buyer:
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NaturalShrimp Incorporated
15150 Preston Road, Suite 300
Dallas, TX 75248Phone:
Email: Attention: Gerald Easterling
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with a copy to:
(which shall not constitute notice)
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Law Offices of W. Steven Walker
Address:
Phone:
Email:
Attention:
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Section 8.03
Headings.
The headings in this Agreement are for
reference only and shall not affect the interpretation of this
Agreement.
Section 8.04
Severability.
If any term or provision of this
Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other
jurisdiction.
Section 8.05
Entire
Agreement. This Agreement and
the documents to be delivered hereunder constitute the sole and
entire agreement of the parties to this Agreement with respect to
the subject matter contained herein, and supersede all prior and
contemporaneous understandings and agreements, both written and
oral, with respect to such subject matter. In the event of any
inconsistency between the statements in the body of this Agreement
and the documents to be delivered hereunder, the Exhibits and
Schedules, the statements in the body of this Agreement will
control.
Section 8.06
Successors and
Assigns. This
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted
assigns. No party may assign its rights or obligations hereunder
without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed. No assignment shall
relieve the assigning party of any of its obligations
hereunder.
Section 8.07
Amendment and
Modification. This Agreement
may only be amended, modified or supplemented by an agreement in
writing signed by all parties hereto.
Section 8.08
Waiver.
No waiver by any party of any of the
provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No waiver by any party
shall operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written
waiver, whether of a similar or different character, and whether
occurring before or after that waiver. No failure to exercise, or
delay in exercising, any right, remedy, power or privilege arising
from this Agreement shall operate or be construed as a waiver
thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power
or privilege.
Section
8.09 Governing Law.
This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Texas without giving effect to any choice or conflict of law
provision or rule (whether of the State of Iowa or any other
jurisdiction).
10
Section 8.10
Waiver of Jury
Trial. Each party acknowledges and agrees that any
controversy which may arise under this Agreement is likely to
involve complicated and difficult issues and, therefore, each such
party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or
relating to this Agreement or the transactions contemplated
hereby.
Section 8.11
Specific
Performance. The parties agree
that irreparable damage would occur if any provision of this
Agreement were not performed in accordance with the terms hereof
and that the parties shall be entitled to specific performance of
the terms hereof, in addition to any other remedy to which they are
entitled at law or in equity.
Section 8.12
Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or
other means of electronic transmission shall be deemed to have the
same legal effect as delivery of an original signed copy of this
Agreement.
ARTICLE IX— DEFINITIONS
Definitions.
For the purpose of this Agreement, certain capitalized terms have
the meaning given to them within the provisions of this Agreement
and other capitalized terms have the meaning given them in Exhibit
“A” which is incorporated herein by this
reference.
Signature Page Follows
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first written above by their
respective officers thereunto duly authorized.
|
|
F&T WATER SOLUTIONS, LLC
|
|
|
By /s/Mark
George
Name: Mark George
Title: Managing Partner
|
|
|
NATURALSHRIMP INCORPORATED
|
|
|
By: /s/Gerald
Easterling
Name: Gerald Easterling
Title: President
|
12
LIST OF SCHEDULES AND EXHIBITS
■
Exhibit A:
Definitions
■
Exhibit B:
Assignment NSA Shares
■
Exhibit C: Stock
Transfer Power
■
Exhibit D:
Assignment of NSI Securities
■
Exhibit E: Lock Up
and Leak Out Letter
13
EXHIBIT A
(Definitions)
“Action” means any claim,
action, cause of action, demand lawsuit, formal or informal
arbitration or mediation, notice of violation or potential
violation, inquiry, proceeding or investigation by or before any
Governmental Authority or private authority.
“Agreement” means this
Stock Purchase Agreement among Buyer and Seller (including the
Exhibits).
“Affiliate” means, with
respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified
Person.
“Bankruptcy Code” means
Title 11 of the United States Code.
“Claim Notice” means a
notice of claim for indemnification pursuant to Section
7.04.
“Closing” has the meaning
specified in Section 2.01.
‘Closing Cash
Payment” has the meaning specified in Section
2.04
“Closing Date” means the
date on which the Closing occurs.
“Code” means the Internal
Revenue Code of 1986, as amended.
“Consents” means those
authorizations, consents, waivers, orders, approvals and clearances
of Governmental Authorities and officials and other Persons which
are necessary for the sale and transfer to Buyer of the Purchased
Assets or the consummation of the Transactions where the approval
of any other Person may be required.
“Dispute Notice” means a
notice disputing the propriety or amount of a Claim Notice pursuant
to Section 7.04.
“Encumbrance” means any
security interest, pledge, mortgage, deed of trust, lien (including
Tax liens), charge, judgment, encumbrance, adverse claim, claim
arising under Section 506(c) of the Bankruptcy Code, preferential
arrangement, fraudulent transfer or other avoidance claim or
restriction of any kind, including any restriction on the use,
voting, transfer, receipt of income or other exercise of any
attributes of ownership, and any lien, interest, restriction or
limitation arising from or relating to personal or other property
tax, sales and transaction privilege, claim of successor liability
for any alleged unpaid sales or other tax, and any other lien or
assessment of any Governmental Authority, whether or not allowable,
recorded or contingent.
“IRS” means the Internal
Revenue Service of the United States.
14
“Judgment”
means that certain Judgment dated February 19, 2016 rendered
against F&T in Adversary Proceeding No. 15-04084-rfn in the
Latitude Solutions Bankruptcy in the amount of $350.125.00 plus
pre-judgment interest in the amount of $5,251.87, attorneys fees in
the amount of $4,070.00 and post-judgment interest at the rate of
1.5% per month.
“Latitude
Solutions Bankruptcy” means the bankruptcy proceedings in
In Re: Latitutde Solutions,
Inc, Case No. 12-46295-rfn-11
“Liabilities” means all
debts, liabilities and obligations, whether legal or equitable,
accrued or fixed, absolute or contingent, matured or unmatured,
determined or determinable, foreseen or unforeseen, ordinary or
extraordinary, patent or latent, including those arising under any
Law or Action and those arising under any contract, agreement,
arrangement, commitment or undertaking.
“Loss” or
“Losses” means
Liabilities, claims, damages, Actions, demands, assessments,
adjustments, penalties, losses, costs and expenses whatsoever
(including court costs, reasonable attorneys’ fees and
expenses of investigation, and environmental costs, fees or
expenses for investigation, remediation or removal), whether
equitable or legal, matured or contingent, known or unknown,
foreseen or unforeseen, ordinary or extraordinary, patent or latent
and any and all judgments that may result from the
foregoing.
“Person” means any
individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization,
Governmental Authority or other entity.
“Purchase Price” has the
meaning specified in Section 1.04.
“Tax” or
“Taxes”
means any and all taxes, fees, levies, duties, tariffs, imposts and
other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any Governmental Authority or taxing
authority, including: taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts,
property, minimum, alternative minimum, estimated, sales, use,
equity interests, payroll, employment, social security,
workers’ compensation, unemployment compensation, or net
worth; taxes or other charges in the nature of excise, withholding,
ad valorem, stamp, transfer, value added, or gains taxes; license,
registration and documentation fees; and customs duties, tariffs,
and similar charges.
“Third Party Claim” means
any claim by a third party that may give rise to a claim for
indemnification against any Indemnifying Party.
15
EXHIBIT B
ASSIGNMENT OF NAS SHARES
Assignment
and Transfer of Shares
This
Assignment and Transfer of Shares (the “Assignment”)
dated the __ day of May 2021 is by and between F&T Water
Solutions, LLC, a Florida limited liability company
(“Assignor”) and NaturalShrimp, Inc., a Nevada
corporation (“Assignee”). The parties are collectively
referred to as the “Parties” and individually, a
“Party.”
Recitals
a.
Reference is made to that certain Stock Purchase Agreement dated
the __ day of May, 2021 (the “SPA”) wherein Assignor is
Seller and Assignee is Buyer; and
b.
The assets to be acquired by Assignee under the SPA consists of
nine hundred and eighty thousand (980,000) common shares (the
“Shares”) of a privately held company known as Natural
Aquatic Systems, Inc., a Texas corporation (“NAS”);
and
c.
In satisfaction of their agreements under the SPA, the Parties
desire to enter into this Assignment.
NOW
THEREFORE, for and in consideration of the mutual promises and
obligations set forth herein and for the consideration recited in
the SPA, the Parties, intending to be legally bound, hereby agree
as follows:
1.
Assignor agrees to and does hereby bargain, sell, transfer, convey
and assign to Assignee the Shares, being all of the shares issued
to or held by Assignor in NAS.
2.
Assignor warrants and represents to Assignee the
following
a. Assignor
is the owner and holder of the Shares as recorded in the stock
transfer records of NAS and are free and clear of all liens,
claims, restrictions as to transfer and/or encumbrances of any form
or nature;
b. The Shares
have not been pledged or hypothecated in any manner and there are
no debts secured by the Shares;
c. No party
has the preferential right to purchase all or any part of the
Shares, and Assignor will not be in breach of any oral or written
agreement, contract or covenant by entering into this Assignment or
conveying the Shares to Assignee.
16
3.
The Parties understand, agree and
acknowledge that the Shares are shares in a privately held company
and are not registered on any stock exchange or otherwise tradable.
In this respect, the transaction contemplated hereby is a private
transaction falling under exemptions to registration under the
securities law of the State of Texas.
4. It
is the intention of the Parties that upon completion of this
transaction, NAS will be a wholly owned subsidiary of Assignee.
Assignor agrees to execute such other and further documents,
without additional consideration or undue delay, within two (2)
business days of presentment, advisable or necessary, in the sole
opinion of Assignee, to more fully affect the intentions of the
Parties as set forth in paragraph 4.
5. This
Assignment shall be governed, construed and interpreted under the
laws of the State of Texas without giving effect to conflicts of
law provisions. Due to the unique nature of the the NAS shares,
Assignee shall be entitled to specific performance as to any breach
related to the shares in question, in addition to associated
damages, costs and fees resulting from any breach of this
Agreement. Assignor specifically agrees that venue of any dispute
relating to this Agreement shall be proper before any District
Court of Dallas County, Texas, or the Federal District Court of the
Northern District of Texas, Dallas Division.
6. The
terms and conditions of the SPA are incorporated by this reference
including without limitation additional warranties and
representations by Assignor not otherwise set forth herein, if
applicable.
7.
This Assignment may be executed in counterpart with each
counterpart signature when taken together constituting but one
single document. For the purposes of this Assignment,
“pdf” or other electronic signature will be deemed am
original signature.
Dated
the ___ day of May 2021.
ASSIGNOR
F&T
WATER SOLUTIONS, LLC
__________________________
By:
Mark R. George
Title:
President and Managing Partner
ASSIGNEE
NATURALSHRIMP,
INC.
___________________________
By:
Gerald Easterling
Title:
President
17
EXHIBIT C
IRREVOCABLE
STOCK POWER
FOR
VALUE RECEIVED, F&T WATER SOLUTIONS, LLC, a Florida limited
liability company (“Shareholder”), hereby sells,
assigns, and transfers unto NATURALSHRIMP INCORPORATED nine hundred
and eighty thousand common (980,000) shares of NATURAL AQUATIC
SYSTEMS, INC, a Texas corporation (the “Corporation”),
represented by certificate no. 3 registered in Shareholder’s
name on the books of the Corporation, and hereby irrevocably
constitutes and appoints the Stock Transfer Agent or Secretary of
the Corporation as attorney to make and execute all necessary acts
of assignment and transfer to transfer the said stock on the books
of said Corporation, with full power of substitution in the
premises, hereby ratifying and confirming all that said attorney
shall lawfully do by virtue hereof.
Dated
May ___, 2021.
F&T WATER
SOLUTIOS, LLC
(a
Florida limited liability company)
___________________________
Mark R.
George
Managing
Partner
STATE OF
FLORIDA
}
}
COUNTY OF ________
}
This
instrument was acknowledged before me on the ___ day of May, 2021
by Mark George for the consideration and in the capacity set forth
therein.
Notary
Public in and for
the
State of Florida
My
Commission Expires:
________________________________
18
EXHIBIT D
ASSIGNMENT OF NATURALSHRIMP INCORPORATED SHARES
This
Assignment of Shares (the “Assignment”) dated the 19
day of May 2021 is by and between F&T Water Solutions, LLC, a
Florida limited liability company (“F&T”) and
NaturalShrimp, Inc., a Nevada corporation (“NSI”). The
parties are collectively referred to as the “Parties”
and individually, a “Party.”
Recitals
a.
Reference is made to that certain Stock Purchase Agreement dated
the __ day of May 2021 (the “SPA”) wherein NSI, as part
of the consideration for the acquisition, has agreed to assign and
deliver to TranShare Corporation for the benefit of F&T, common
shares of NSI equal to Two Million Dollars ($2,000,000) at a price
equal to the “asking price” of a common share of NSI
stock determined as of the close of the market on the preceding day
(the “NSI Shares”); and
b.
In satisfaction of their agreements under the SPA, the Parties
desire to enter into this Assignment.
NOW
THEREFORE, for and in consideration of the mutual promises and
obligations set forth herein and for the consideration recited in
the SPA, the Parties, intending to be legally bound, hereby agree
as follows:
1.
At closing of the transaction contemplated by the SPA, NSI agrees
to bargain, sell, transfer, convey and assign to Assignee the NSI
Shares, fully paid, non-assessable and subject only to those
restrictions set forth in that certain Leak-Out Leak Out Agreement
executed concurrently herewith.
2.
NSI warrants and represents to F&T, the following:
a.
NSI is the owner
and holder of the NSI Shares as recorded in the stock transfer
records of NSI and are free and clear of all liens, claims and
encumbrances and has authorized and registered sufficient NSI
Shares to fulfill its obligation hereunder;
b.
The NSI Shares that
are subject to this Assignment have not been pledged or
hypothecated in any manner and there are no debts secured by the
NSI Shares;
c.
No party has the
preferential right to purchase all or any part of the NSI Shares,
and Assignor will not be in breach of any oral or written
agreement, contract or covenant by entering into this Assignment or
conveying the NSI Shares to F&T.
3. The
Parties understand, agree and acknowledge that the NSI Shares are
shares in a publicly held company and are currently registered on
the OTC Exchange (the “Exchange”) under the symbol
“SHMP” the assignment and transfer of which are subject
to the regulations of the Exchange, the rules and regulations of
the Securities and Exchange Commission and the Lock-Out and Leak
Out Agreement.
19
4. The
Parties agree to execute such other and further documents, without
additional consideration or undue delay, advisable or necessary, in
the sole opinion of F&T or NSI, as the case may be, to more
fully affect the intentions of the Parties as set forth in
paragraph 4, including, without limitation, such stock powers,
forms or other documents necessary or as may be required by
TranShare Corporation, the stock transfer agent for
NSI.
5. This
Assignment shall be governed, construed and interpreted under the
laws of the State of Texas without giving effect to conflicts of
law provisions.
6.
The terms and conditions of the SPA are incorporated by this
reference including without limitation additional warranties and
representations by the Parties not otherwise set forth herein, if
applicable.
7.
This Assignment may be executed in counterpart with each
counterpart signature when taken together constituting but one
single document. For the purposes of this Assignment,
“pdf” or other electronic signature will be deemed am
original signature.
Dated
the 19 day of May 2021.
ASSIGNEE
F&T
WATER SOLUTIONS, LLC
__________________________
By:
Mark R. George
Title:
President and Managing Partner
ASSIGNOR
NATURALSHRIMP,
INC.
___________________________
By:
Gerald Easterling
Title:
President
20
EXHIBIT E
LOCK-OUT AND LEAK-OUT AGREEMENT
THIS Lock-Out and Leak-out Agreement
(this “Agreement”),
made as of this ___ day of May, 2021 (the “Effective
Date”), by and among the individuals and entities who
have signed a form of page 7 of this Agreement below (each a
“Signature
Page”, each signatory a “Shareholder” and collectively, the
“Shareholders”)
and NaturalShrimp, Incorporated, a Nevada corporation
(“NSI” or the
“Company”).
W I T N E S S E TH:
WHEREAS, each Shareholder has been
allocated and holds that number of shares of the Company’s
common stock as are set forth next to his, her or its signature on
the Signature Page pursuant to the Stock Purchase Agreement (the
“SPA”) between F&T Water Solutions, LLC and the
Company (the “Shares”).
WHEREAS, the parties hereto desire to
enter into this Agreement upon the terms and conditions contained
hereinafter set forth conditions pursuant to which the Shareholder
may transfer and sell all or a part of the Shares.
WHEREAS, the parties agree that this
Agreement shall govern the transfer and/or sale of all Shares of
the Company acquired by the Shareholders pursuant to the SPA and
they agree to be bound by the terms and conditions set forth
herein;
WHEREAS, the parties agree that the
terms and conditions set forth herein shall not apply to any shares
or interests in the Company owned by the Shareholders that were
acquired in a manner not directly or indirectly related to the SPA
between F&T Water Solutions, LLC and the Company (the
“Non-SPA Shares”) provided however that F&T will
provide notice of any such intended sale of any Non-SPA Shares to
NSI prior to the sale of such Non-SPA Shares.
NOW, THEREFORE, in consideration of the
mutual premises set forth herein, $10 and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each Shareholder, the parties hereto hereby
agree as follows.
1.
Trading
Period. Each
Shareholder hereby agrees that:
1.1
No Shares shall be
sold or subject to any transfer for six (6) months from the Closing
Date, May __, 2021 (the “Lock-Up Period). Upon the expiration
of the Lock-Up Period, each Shareholder may sell, as set forth
herein, up to one-sixth (1/6) of their Shares (the “Leak-Out
Restriction”) every thirty (30) day period occurring
thereafter for the next six (6) months (the “Leak-Out
Period”). After one year from the Closing Date, there shall
be no further restrictions regarding the sale and/or transfer of
the Shares.
21
1.2
During the Leak-Out
Period:
(1)
Shareholder will not sell any Shares in the first or last 30
minutes of any trading day.
(2)
Shareholder will trade the Shares in multiple trades and not have
the allocated monthly volume be placed as a single order placed on
a trading desk as block trade in the last hour and 30 minutes of
the trading day. The individual trading will be done on a
“dripped procedure” relative to the daily trading
volume. An exemption to this requirement will be if a trade is
placed early in the day and the volume “vanishes” at
the end of the trading day.
The
obligations and restrictions of the Shareholder as set forth in
Sections 1.1 and
1.2 are defined as
the “Trading
Restrictions”.
1.3
“Transfer”
means the direct or indirect, offer for sale, sale, pledge,
hypothecation, transfer, assignment or other disposition of (or to
enter into any transaction or device that is designed to, or could
be expected to, result in the sale, pledge, hypothecation,
transfer, assignment or other disposition at any time) (including,
without limitation, by operation of law), or the entry into any
swap or other derivatives transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of
ownership of the Shares, whether any such transaction is to be
settled by delivery of Shares or other securities, in cash or
otherwise. This includes private transfers to any beneficial owner.
For the sake of clarity, and without limiting any other provision
of this Agreement, the Shareholder agrees and confirms that a
distribution of any Shares to such Shareholder’s security
holders, shareholders, members, or other owners, directly or
indirectly, and by the operation of law or otherwise, shall be
deemed a Transfer hereunder, and shall be prohibited by the terms
of this Agreement. Notwithstanding and without waiving the above
limitations, the Company agrees and acknowledges that the transfer
and or initial distribution of the Shares to F&T Water
Solutions, LLC members through instructions to the Company’s
transfer agent shall not violate this provision under the
Agreement. Additionally, private transfers from the Shareholders to
their members or shareholders within thirty (30) days of this
Agreement shall not violate this provision as long as such
recipients agree and acknowledge to be bound by the terms,
conditions and limitations set forth herein.
1.4
Any attempted
Transfer of Shares by any Shareholder which is not in compliance
with this Agreement or which is in violation of the terms of this
Agreement shall be void ab initio.
2.
Representations and
Warranties of Each Shareholder. Each Shareholder
individually, and not jointly or severally, represents, warrants
and agrees that:
2.1. The
Shareholder is the sole record and beneficial owner of the Shares
and has good and marketable title to all of the Shares. Shareholder
has sole managerial and dispositive authority with respect to the
Shares and has not granted any person a proxy or option to buy the
Shares that has not expired or been validly withdrawn.
22
2.2. The
Shares and any certificate evidencing such Shares and/or any
book-entry notation representing the Shares, may, at the request of
the Company, be stamped or otherwise imprinted or noted with a
conspicuous legend in substantially the following
form:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED AND SUBJECT
TO THE TERMS OF THAT CERTAIN LOCK-UP AND LEAK OUT AGREEMENT)
BETWEEN CERTAIN SHAREHOLDERS OF THE COMPANY, INCLUDING THE HOLDER,
AND THE COMPANY, DATED AS OF MAY __, 2021. A COPY OF THE LOCK-UP
AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE
COMPANY.”
2.3
Beginning on November 5, 2021, and each month thereafter for a
period of six (6) months the Shareholders of F&T Water
Solutions, LLC shall have Shares released to it by the Company
through the Transfer Agent in an amount equal to one-sixth (1/6) of
the total Shares delivered by the Company to F&T Water
Solutions, LLC pursuant to the asset purchase. The Company shall
provide the Transfer Agent the necessary approval so that the
Shares can be released pursuant to the schedule set forth
herein.
3. Right
to Reject Dispositions. In furtherance of the foregoing, the
Company and its Transfer Agent are hereby authorized (i) to decline
to make any transfer of securities if such transfer would
constitute a violation or breach of this Agreement and (ii) to
imprint on any certificate representing Shares beneficially owned
by a Shareholder (or any book-entry relating to such Shares) with a
legend describing the restrictions contained herein.
4. Power
and Authority. Each party hereto respectively represents and
warrants that such party has full power and authority to enter into
this Agreement and that, upon request of the Company, each
Shareholder will execute any additional documents necessary in
connection with the enforcement hereof.
5. No
Assignment; Binding Nature. No party may assign this
Agreement in whole or in part, without the written consent of the
other parties. This Agreement shall be binding upon the parties and
their respective successors and permitted assigns.
6. Inspection
of Records. On the first of each month all Shareholders
shall produce their prior month’s trading records of NSI
Shares subject to this Agreement for inspection for all brokerage
accounts. Failure to timely produce such trading records shall be a
violation of this Trading Agreement and the Company may in its sole
discretion cause the transfer agent to suspend further transfers
and the Company may seek injunctive relief to stop sales of any
shares held in a trading account.
7. To
the extent that a member of F&T Water Solutions, LLC is a
limited liability company and receivers Shares pursuant to the SPA,
the manager of such limited liability company will ensure
compliance with this Agreement from each of its members who is
entitled to receive a portion of the Shares prior to distribution
of any Shares to such members.
23
8.
Miscellaneous.
8.1
Severability of Invalid
Provision. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or
unenforceable.
8.2
Entire Agreement of the
Parties. The Agreement constitutes the entire agreement of
the parties regarding the matters contemplated herein, or related
thereto, and supersedes all prior and contemporaneous agreements,
and understandings of the parties in connection therewith. No
covenant, representations, or conditions, which are not expressed
in the Agreement shall affect, or be effective to interpret,
change, or restrict, the express provisions of this
Agreement.
8.3
Further Assurances. All parties
agree that, from time to time, each of them will take such other
action and to execute, acknowledge and deliver such contracts or
other documents as may be reasonably requested and necessary or
appropriate to carry out the purposes and intent of this
Agreement.
8.4
Specific Performance. The
parties agree that the covenants and obligations contained in this
Agreement relate to special, unique and extraordinary matters and
that a violation of any of the terms hereof or thereof would cause
irreparable injury in an amount which would be impossible to
estimate or determine and for which any remedy at law would be
inadequate. As such, the parties agree that if either party fails
or refuses to fulfill any of its obligations under this Agreement,
then the other party shall have the remedy of specific performance,
which remedy shall be cumulative and nonexclusive and shall be in
addition to any other rights and remedies otherwise available under
any other contract or at law or in equity and to which such party
might be entitled. The Shareholder therefore agrees that, in the
event of any such breach or threatened breach of this Agreement or
the terms and conditions hereof by the Shareholder, the Company
shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach or threatened breach, without
the necessity of showing economic loss and without any bond or
other security being required.
8.5
Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED
ACCORDING TO, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF AND SHALL BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS. Any judicial proceeding brought by or any party regarding
any dispute arising out of this Agreement or any matter related
hereto may be brought in the courts of the State of Texas, or in
the United States District Court for the State of Texas and, by
execution and delivery of this Agreement, each party hereby submits
to the jurisdiction of such courts.
24
8.6
Construction. When used in this
Agreement, unless a contrary intention appears: (i) a term has the
meaning assigned to it; (ii) “or” is
not exclusive; (iii) “including”
means including without limitation; (iv) words in the singular
include the plural and words in the plural include the singular,
and words importing the masculine gender include the feminine and
neuter genders; (v) any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as
from time to time amended, modified or supplemented and includes
(in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; (vi) the
words “hereof”,
“herein”
and “hereunder”
and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision
hereof; (vii) references contained herein to Article, Section,
Schedule and Exhibit, as applicable, are references to Articles,
Sections, Schedules and Exhibits in this Agreement unless otherwise
specified; (viii) references to “writing”
include printing, typing, lithography and other means of
reproducing words in a visible form, including, but not limited to
email; (ix) references to “dollars”,
“Dollars”
or “$” in
this Agreement shall mean United States dollars; (x) reference to a
particular statute, regulation or law means such statute,
regulation or law as amended or otherwise modified from time to
time; (xi) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set
forth herein); (xii) unless otherwise stated in this Agreement, in
the computation of a period of time from a specified date to a
later specified date, the word “from”
means “from and
including” and the words “to”
and “until”
each mean “to but
excluding”; (xiii) references to “days”
shall mean calendar days; and (xiv) the paragraph headings
contained in this Agreement are for convenience only, and shall in
no manner be construed as part of this Agreement.
8.7
Counterparts, Effect of Facsimile,
Emailed and Photocopied Signatures. This Agreement and any
signed agreement or instrument entered into in connection with this
Agreement, and any amendments hereto or thereto, may be executed in
one or more counterparts, all of which shall constitute one and the
same instrument. Any such counterpart, to the extent delivered by
means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or
similar attachment to electronic mail (email) or downloaded from a
website or data room (any such delivery, an “Electronic
Delivery”) shall be treated in all manner and respects
as an original executed counterpart and shall be considered to have
the same binding legal effect as if it were the original signed
version thereof delivered in person. At the request of any party,
each other party shall re-execute the original form of this
Agreement and deliver such form to all other parties. No party
shall raise the use of Electronic Delivery to deliver a signature
or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of Electronic Delivery
as a defense to the formation of a contract, and each such party
forever waives any such defense, except to the extent such defense
relates to lack of authenticity.
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IN WITNESS WHEREOF, parties have caused
this Agreement to be signed and delivered by their duly authorized
representatives as of the date first set forth above.
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THE COMPANY:
NATURALSHRIMP INCORPORATED
By:
Its:
President
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Printed Name: Gerald Easterling
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F&T WATER SOLUTIONS, LLC
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_______________________________
Its: Managing Partner
Printed Name: Mark George
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26
Exhibit 10.2
This Patents Purchase Agreement (this “Agreement”), dated as of the 19th
day of May 2021 (the
“Effective
Date”),
is entered into by and between F&T
Water Solutions, LLC, a Florida limited liability company
(“F&T” or “Seller”), and NaturalShrimp Incorporated, a Nevada
corporation, that is traded on the OTC Markets under OTCQB tier
under the symbol “SHMP” (“Buyer” or “NSI”).
RECITALS
(a) NSI
and F&T have jointly developed and patented a water treatment
technology used or useful in growing aquatic species in
re-circulating and enclosed environments (the “Patent”)
with each party owning a fifty percent (50%)
interest.
(b) F&T
desires to sell to Buyer, and Buyer desires to purchase from
F&T, F&T’s remaining interest in the Patent and all
other intellectual property rights owned by
F&T;
(c) In
addition, a second patent associated with the first Patent was
issued to F&T on March 6, 2018 under US Patent No. 9,908,794
(B2);
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE
I
PURCHASE AND
SALE
Section 1.01 Purchase and Sale of
Patents. On the terms and
subject to the conditions set forth herein, at the Closing (as
hereinafter defined), Seller shall sell, assign, transfer, convey
and deliver to Buyer, and Buyer shall purchase from Seller,
Seller’s interest in both Patents, free and clear of any
Encumbrance, other than the Judgment, including, without
limitation, all of F&T’s Patent and Intellectual
Property Rights (as defined in
Exhibit “A” attached hereto and made a part hereof) and
including, all domestic and foreign patents, patent applications,
patents pending, copyrights, designs and know
how.
Section 1.02 Purchase Price.
The Purchase Price Buyer shall pay to
Seller for the Patents and Intellectual Property Rights shall be
seven Million Dollars ($7,000,000) payable as
follows:
(a) Two
Million Dollars ($2,000,000), in cash at Closing
(“Closing Cash Payment”) and
(b) Five
Million Dollars ($5,000,000) worth of NaturalShrimp
Incorporated’s common shares, fully paid and non-assessable,
at a price per share equal to the “asking” price of a
share at the close of the market on the day before Closing,
subject, however to that certain “Lock Out and Leak
Out” Agreement, the form of which is attached hereto as
Exhibit D (the “NSI
Securities);
1
ARTICLE
II
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by
this Agreement (the “Closing”) will take place electronically at a time
to be mutually agreed upon by F&T and NSI at a time and date as
may be mutually agreed by F&T and NSI but in no event later
than May 31, 2021. The date on which the Closing occurs is referred
to herein as the “Closing Date” and the Closing shall be deemed effective
as of 12:01 a.m. on the Closing Date.
Section 2.02 Closing
Deliverables.
(a) At
the Closing, F&T shall deliver to Buyer the
following:
(i) An
Assignment of the Patents duly signed and authorized by an officer
of F&T authorized to sign same the form of which is attached as
Exhibit B (the “the Patents Assignment”);
(ii) A
“Lock Out and Leak-Out Agreement executed by the Class A and
Class B members of F&T the form of which is attached hereto as
Exhibit D;
(iii) The
duly authorized and executed Escrow Agreement, the form of which is
attached hereto as Exhibit E;
(iv) The
duly executed Non-Competition, Non-Circumvention
Agreement;
(v) a
certificate of the Secretary (or equivalent officer) of F&T to
Buyer certifying as to (A) the resolutions of the board of
directors or Managers of F&T, which authorize the execution,
delivery and performance of this Agreement by F&T, including
all documents to be delivered pursuant to Section 2.02(a), and the
other agreements, instruments and documents required to be
delivered in connection with this Agreement or at the Closing
(collectively and for any party, the "Transaction
Documents") and the
consummation of the transactions contemplated hereby and thereby
and (B) the names and signatures of the officers of F&T
authorized to sign this Agreement and the other Transaction
Documents; and
(vi) such
other customary instruments of transfer, assumption, filings or
documents, in form and substance reasonably satisfactory to Buyer,
as may be required by F&T to give effect to the transactions
contemplated by this Agreement.
(b) At
the Closing, Buyer shall deliver the following:
(i) the
Closing Cash Payment to F&T;
2
(ii) the
NSI Securities, fully paid and non-assessable delivered to
TranShare Corportion for the benefit of F&T subject however to
that certain Lock out and Leak Out Agreement;
(iii) The
countersigned documents as necessary or required to affect the
Closing;
(iv) a
certificate of the Secretary (or equivalent officer) of Buyer to
F&T certifying as to (A) the resolutions of the Board of
Directors of Buyer, which authorize the execution, delivery and
performance of this Agreement, including all documents to be
delivered pursuant to this Section 2.02(b), and the other
Transaction Documents and the consummation of the transactions
contemplated hereby and thereby and (B) the names and signatures of
the officers of Buyer authorized to sign this Agreement and the
other Transaction Documents; and
(v) such
other customary instruments of transfer, assumption, filings or
documents, in form and substance reasonably satisfactory to Buyer,
as may be required to give effect to the transactions contemplated
by this Agreement.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the
statements contained in this ARTICLE III are true and correct as of the date
hereof.
Section 3.01 Organization and Authority of
F&T; Enforceability. F&T is a limited liability company duly
organized, validly existing and in good standing under the laws of
the State of Florida. Seller has full corporate power and authority
to enter into this Agreement and the documents to be delivered
hereunder, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and
performance by Seller of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by Seller’s
board of directors or Manager(s). This Agreement and the documents
to be delivered hereunder have been duly executed and delivered by
Seller, and (assuming due authorization, execution and delivery by
Buyer) this Agreement and the documents to be delivered hereunder
constitute legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their respective
terms.
Section 3.02 No Conflicts; Consents.
The execution, delivery and
performance by the Seller of this Agreement and the documents to be
delivered hereunder, and the consummation of the transactions
contemplated hereby, do not and will not: (a) violate or conflict
with the organizational documents of Seller; (b) violate or
conflict with any judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to Seller or the Purchased Assets,
including without limitation, the Judgment of the US Bankruptcy
Court (which is subject to the Escrow Agreement); (c) conflict
with, or result in (with or without notice or lapse of time or
both) any violation of, or default under, or give rise to a right
of termination, acceleration or modification of any obligation or
loss of any benefit under any contract or other instrument to which
Seller is a party or to which the Patents or other Intellectual
Property are subject; or (d) result in the creation or imposition
of any Encumbrance on the Patents or other Intellectual Property.
Except as otherwise set forth in this Agreement, no consent,
approval, waiver or authorization is required to be obtained by
Seller from any person or entity (including any Governmental
Authority) in connection with the execution, delivery and
performance by Seller of this Agreement and the consummation of the
transactions contemplated hereby.
3
Section 3.03 Legal Proceedings.
There is no Action of any nature
currently pending or, to Seller’s knowledge, threatened
against or by Seller that challenges or seeks to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. To
Seller’s knowledge, no event has occurred, or circumstances
exist that may give rise to, or serve as a basis for, any such
Action.
Section 3.04 Title to
Patents. F&T has good and
indefeasible title to its fifty percent (50%) interest in the first
Patent and one hundred percent as to the second Patent, free and
clear of all Encumbrances other than the Judgment. With the
exception of the Judgment, Buyer shall receive at the Closing good
and indefeasible title to F&T’s ownership interest in the
Patents, free and clear of all Encumbrances, and at the Closing,
the Patents shall not be subject to any Liability or obligations
(including under theories of successor liability) other than the
Judgment which is the subject of the Escrow Agreement. Seller has
not entered into any agreements, assignments for the benefit of
creditors or otherwise which would limit Seller’s ability to
transfer title to the Patents.
Section 3.05 Taxes. Seller has duly filed, or will duly file in a
timely manner, with the relevant Tax authorities all returns with
respect to Taxes relating to Seller including estimated Tax returns
and other information returns and reports which they are required
to file, and each such document is complete, accurate and in
accordance with all requirements of applicable Law. There are no
Tax liens in effect with respect to the
Patents.
Section 3.06 Intellectual
Property Rights. To the best of
Seller’s knowledge, Seller is not infringing upon or
otherwise acting adversely to the right of any Person under or with
respect to any Intellectual Property Rights, nor has Seller received written notice of any
such claim. Seller is not obligated pursuant to any contract or
agreement to make any payments by way of royalties, fees or
otherwise with respect to the Patents or any of Seller’s
other Intellectual Property Rights.
ARTICLE
IV
REPRESENTATIONS AND
WARRANTIES OF BUYER
Buyer
represents and warrants to F&T that the statements contained in
this ARTICLE IV are true and correct as of the date hereof. For
purposes of this ARTICLE IV,
Section 4.01
Organization and
Authority of Buyer; Enforceability. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Nevada. Buyer has full corporate power and authority to enter into
this Agreement and the documents to be delivered hereunder, to
carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and
performance by Buyer of this Agreement and the documents to be
delivered hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by Buyer’s
Board of Directors. This Agreement and the documents to be
delivered hereunder have been duly executed and delivered by Buyer,
and (assuming due authorization, execution and delivery by Seller)
this Agreement and the documents to be delivered hereunder
constitute legal, valid and binding obligations of Buyer
enforceable against Buyer in accordance with their respective
terms.
4
Section 4.02
No Conflicts;
Consents. The execution,
delivery and performance by Buyer of this Agreement and the
documents to be delivered hereunder, and the consummation of the
transactions contemplated hereby, do not and will not: (a) violate
or conflict with the organizational documents of Buyer; or (b)
violate or conflict with any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Buyer. No consent,
approval, waiver or authorization is required to be obtained by
Buyer from any person or entity (including any governmental
authority) in connection with the execution, delivery and
performance by Buyer of this Agreement and the consummation of the
transactions contemplated hereby.
Section 4.03
Legal
Proceedings. There is no Action
of any nature pending or, to Buyer’s knowledge, threatened
against or by Buyer that challenges or seeks to prevent, enjoin or
otherwise delay the transactions contemplated by this Agreement. No
event has occurred, or circumstances exist that may give rise to,
or serve as a basis for, any such Action.
ARTICLE
V
COVENANTS
Section 5.01 Transfer Taxes.
Transfer, sales, use, registration,
documentary, stamp, value added and other such taxes and fees
(including any penalties and interest) incurred in connection with
this Agreement shall be borne and paid by Seller when due. Seller
shall, at its own expense, timely file any Tax Return or other
document with respect to such Taxes or fees (and Buyer shall
cooperate with respect thereto as necessary).
Section 5.02 Further Assurances.
Following the Closing, each of the
parties hereto shall execute and deliver such additional documents,
instruments, conveyances and assurances and take such further
actions, without additional consideration or undue delay as may be
reasonably required to carry out the provisions hereof and give
effect to the transactions contemplated by this Agreement and the
other Transaction Documents.
ARTICLE VI
CONDITIONS
PRECEDENT TO CLOSING
Section 6.01 Conditions Precedent to
Seller’s Obligations. The
obligations of Seller at the Closing shall be subject to the
satisfaction of the following conditions precedent at Closing (each
of which may be waived by Seller):
5
(a) Representations.
All representations and warranties of Buyer contained herein shall
be true and correct on the Closing Date in all material respects as
if made on such date; all agreements of Buyer contained herein
shall have been complied with; and Seller shall have received a
certification of Buyer, dated the Closing Date, to each such
effect.
(b) Closing
Deliveries. Buyer shall have
executed and delivered the Transaction Documents required by
Section 2.02(b).
(c) Approval
of the Board of Buyer. The
board of directors of Buyer shall have approved the Agreement and
the transactions contemplated hereby.
(d) Actions
or Proceedings. No preliminary
or permanent injunction or other order by any federal or state
court of competent jurisdiction that makes it illegal or otherwise
prevents the consummation of the transactions contemplated hereby
shall have been issued and shall remain in
effect.
Section 6.02 Conditions Precedent to the
Buyer’s Obligations. The
obligations of Buyer at the Closing shall be subject to the
satisfaction of the following conditions precedent at Closing (each
of which may be waived by the Buyer):
(a) Representations.
All representations and warranties of F&T contained herein
shall be true and correct in all material respects on the Closing
Date as if made on such date.
(b) Member
Approval. The Class A Members
of F&T, by written consent, shall have approved this Agreement
and the transactions contemplated hereby.
(c) Judgment.
F&T will have provided to Buyer such security or protection to
the reasonable satisfaction of Buyer, in its sole discretion, to
protect Buyer from any claims or collection actions relating to the
Judgment as described in Exhibit A.
(d) F&T
Closing Deliveries. F&T
shall have executed and delivered the Transaction Documents
required by Section 2.02(a) including the Non-competition and
Non-solicitation Agreement.
(e) Board
of Directors Approval. The
Board of Directors or Managers of Seller shall have approved of the
Agreement and the transactions contemplated
hereby.
(f) Actions
or Proceedings. No preliminary
or permanent injunction or other order by any federal or state
court of competent jurisdiction that makes it illegal or otherwise
prevents the consummation of the transactions contemplated hereby
shall have been issued and shall remain in
effect.
6
ARTICLE
VII
INDEMNIFICATION
Section 7.01 Survival. Except as it relates to Buyer’s payment of
the Purchase Price, including Buyer’s payment of the Closing
Cash Payment and Buyer’s delivery of the NSI Securities, all
representations, warranties, covenants and agreements contained
herein and all related rights to indemnification shall survive the
Closing for a period ending twelve (12) months following the
Closing Date (“Survival
Period”). Neither Seller
nor Buyer shall be liable to the other party with respect to any
claim for the breach or inaccuracy of any representation or
warranty pursuant to this Agreement unless written notice of a
claim thereof is delivered to the other party prior to expiration
of the Survival Period. Notwithstanding the foregoing, the Survival Period
shall limit and apply only to a breach of warranties and
representations.
Section 7.02 Indemnification by
Seller. Seller shall defend,
indemnify and hold harmless Buyer, its affiliates and their
respective stockholders, directors, officers and employees from and
against all Losses arising from or relating to:
(a) any
inaccuracy in or breach of any of the representations or warranties
of Seller contained in this Agreement or any document to be
delivered hereunder;
(b) all
Liabilities of Seller.
(c) any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Seller pursuant to this Agreement or any
document to be delivered hereunder; or
(d) third
party litigation for matters arising prior to Closing whether or
not asserted prior to or after Closing but unrelated to any attempt
to restrain the Closing.
(e) Collection
or attempt to collect the Judgment and any proceedings associated
therewith.
(f) Any
claim for infringement of Intellectual Property transferred or
assigned to Buyer hereunder
Section
7.03 Indemnification by
Buyer. Buyer shall defend,
indemnify and hold harmless F&T, its affiliates and their
respective stockholders, directors, officers and employees from and
against all Losses, arising from or relating
to:
(a) any
inaccuracy in or breach of any of the representations or warranties
of Buyer contained in this Agreement or any document to be
delivered hereunder; or
(b) any
breach or non-fulfillment of any covenant, agreement or obligation
to be performed by Buyer pursuant to this Agreement or any document
to be delivered hereunder.
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(c) third
party litigation for matters arising subsequent to Closing but
unrelated to any attempt to cancel, undo or terminate
Closing.
Section 7.04
Indemnification
Procedures. Whenever any claim
shall arise for indemnification within the Survival Period, the
party entitled to indemnification (the “Indemnified
Party”) shall promptly
provide written notice of such claim (a ”Claim Notice”) to the other party (the
“Indemnifying
Party”). In connection
with any claim giving rise to indemnity hereunder resulting from or
arising out of any Action by a person or entity who is not a party
to this Agreement, the Indemnifying Party, at its sole cost and
expense and upon written notice to the Indemnified Party, may
assume the defense of any such Action with counsel reasonably
satisfactory to the Indemnified Party. The Indemnified Party shall
be entitled to participate in the defense of any such Action, with
its counsel and at its own cost and expense. If the Indemnifying
Party does not assume the defense of any such Action, the
Indemnified Party may, but shall not be obligated to, defend
against such Action in such manner as it may deem appropriate,
including, but not limited to, settling such Action, after giving
notice of it to the Indemnifying Party, on such terms as the
Indemnified Party may deem appropriate and no action taken by the
Indemnified Party in accordance with such defense and settlement
shall relieve the Indemnifying Party of its indemnification
obligations herein provided with respect to any damages resulting
therefrom. The Indemnifying Party shall not settle any Action
without the Indemnified Party’s prior written consent (which
consent shall not be unreasonably withheld or
delayed).
Section
7.05 Tax Treatment of
Indemnification Payments. All
indemnification payments made by F&T under this Agreement shall
be treated by the parties as an adjustment to the Purchase Price
for tax purposes, unless otherwise required by
law.
Section
7.06 Certain
Limitations.
(a) The
aggregate amount of all Losses for which Seller shall be liable
under this Article VII shall not exceed Two Million Dollars
($2,000,000), provided
however, the limitations
imposed by the Survival Period or the dollar limitation shall not
apply to the Judgment defined in Exhibit A. Seller’s
indemnification shall continue so long as the Judgment is extant or
enforceable.
(b) In
no event shall any Indemnifying Party be liable to any Indemnified
Party for any punitive, incidental, consequential, special or
indirect damages, including loss of future revenue or income, loss
of business reputation or opportunity relating to the breach or
alleged breach of this Agreement, or diminution of value or any
damages based on any type of multiple.
(c) Buyer
shall not communicate with any third-party individual or entity
regarding the Judgment or any liability there under without the
prior approval of Seller. Seller shall have exclusive authority to
negotiate any payment due under the Judgment. Any violation of this
limitation will excuse Seller’s indemnification obligations
regarding the Judgment.
8
Section
7.07 Exclusive Remedies.
Except as otherwise set forth herein,
Seller and Buyer acknowledge and agree that their sole and
exclusive remedy with respect to any and all claims (other than
claims arising from fraud on the part of a party hereto in
connection with the transactions contemplated by this Agreement or
the Judgment) for any breach of any representation, warranty,
covenant, agreement or obligation set forth herein or otherwise
relating to the subject matter of this Agreement shall be pursuant
to the indemnification provisions set forth in this Article
VII.
ARTICLE
VIII
MISCELLANEOUS
Section 8.01 Expenses. All costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and
expenses.
Section 8.02 Notices. All notices, requests, consents, claims, demands,
waivers and other communications hereunder shall be in writing and
shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the
addressee if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by facsimile or e-mail of
a PDF document (with confirmation of transmission) if sent during
normal business hours of the recipient, and on the next business
day if sent after normal business hours of the recipient; or (d) on
the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the
following addresses (or at such other address for a party as shall
be specified in a notice given their principal office as reflected
in the records of the Secretary of State of the State in which they
are incorporated.
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If to Seller:
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Mark George
Address:
Phone:
Email:
Attention: Mark George
The Liles Firm, PA
Address:
Email:
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If to Buyer:
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NaturalShrimp Incorporated
15150 Preston Road, Suite 300
Dallas, TX 75248Phone:
Email:
Attention: Gerald Easterling
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with a copy to:
(which shall not constitute notice)
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Law Offices of W. Steven Walker
Address:
Phone:
Email:
Attention: W. Steven Walker
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Section 8.03 Headings. The headings in this Agreement are for reference
only and shall not affect the interpretation of this
Agreement.
Section 8.04 Severability.
If any term or provision of this
Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other
jurisdiction.
Section 8.05 Entire Agreement.
This Agreement and the documents to be
delivered hereunder constitute the sole and entire agreement of the
parties to this Agreement with respect to the subject matter
contained herein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect
to such subject matter. In the event of any inconsistency between
the statements in the body of this Agreement and the documents to
be delivered hereunder, the Exhibits and Schedules, the statements
in the body of this Agreement will control.
Section 8.06 Successors and
Assigns. This
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted
assigns. No party may assign its rights or obligations hereunder
without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed. No assignment shall
relieve the assigning party of any of its obligations
hereunder.
Section 8.07 No Third-party
Beneficiaries. Except as
provided in Article VII, this Agreement is for the sole benefit of
the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable
right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
Section 8.08 Amendment and
Modification. This Agreement
may only be amended, modified or supplemented by an agreement in
writing signed by all parties hereto.
Section 8.09 Waiver. No waiver by any party of any of the provisions
hereof shall be effective unless explicitly set forth in writing
and signed by the party so waiving. No waiver by any party shall
operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in
exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or
privilege.
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Section 8.10 Governing Law.
This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
Texas without giving effect to any choice or conflict of law
provision or rule (whether of the State of Iowa or any other
jurisdiction).
Section 8.11 Waiver of Jury
Trial. Each party acknowledges and agrees that any
controversy which may arise under this Agreement is likely to
involve complicated and difficult issues and, therefore, each such
party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or
relating to this Agreement or the transactions contemplated
hereby.
Section 8.12 Specific Performance.
The parties agree that irreparable
damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in
addition to any other remedy to which they are entitled at law or
in equity.
Section 8.13 Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or
other means of electronic transmission shall be deemed to have the
same legal effect as delivery of an original signed copy of this
Agreement.
ARTICLE IX
DEFINITIONS
Section 8.01 Definitions.
For the purpose of this Agreement, certain capitalized terms have
the meaning given to them within the provisions of this Agreement
and other capitalized terms have the meaning given them in Exhibit
“A” which is incorporated herein by this
reference.
SIGNATURE PAGE FOLLOWS
11
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above by their respective
officers thereunto duly authorized.
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F&T WATER SOLUTIONS, LLC
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By: /s/Mark
George
Name: Mark George
Title: Managing Partner
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NATURALSHRIMP INCORPORATED
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By: /s/Gerald
Easterling
Name: Gerald Easterling
Title: President
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LIST OF SCHEDULES AND EXHIBITS
■
Exhibit A:
Definitions
■
Exhibit B:
Assignment of Patents
■
Exhibit C:
Assignment of NSI Securities
■
Exhibit D: Lock Up
and Leak Out Letter
■
Exhibit E: Escrow
Agreement
■
Schedule 1.01(b):
Intellectual Property Rights
13
EXHIBIT A
(Definitions)
“Action” means any claim,
action, cause of action, demand lawsuit, formal or informal
arbitration or mediation, notice of violation or potential
violation, inquiry, proceeding or investigation by or before any
Governmental Authority or private authority.
“Agreement” means this
Patents Purchase Agreement among Buyer and Seller (including the
Exhibits and the Disclosure Schedules).
“Affiliate” means, with
respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified
Person.
“Bankruptcy Code” means
Title 11 of the United States Code.
“Claim Notice” means a
notice of claim for indemnification pursuant to Section
7.04.
“Closing” has the meaning
specified in Section 2.01.
‘Closing Cash
Payment” has the meaning specified in Section
2.04
“Closing Date” means the
date on which the Closing occurs.
“Code” means the Internal
Revenue Code of 1986, as amended.
“Consents” means those
authorizations, consents, waivers, orders, approvals and clearances
of Governmental Authorities and officials and other Persons which
are necessary for the sale and transfer to Buyer of the Purchased
Assets or the consummation of the Transactions where the approval
of any other Person may be required.
“Dispute Notice” means a
notice disputing the propriety or amount of a Claim Notice pursuant
to Section 7.04.
“Encumbrance” means any
security interest, pledge, mortgage, deed of trust, lien (including
Tax liens), charge, judgment, encumbrance, adverse claim, claim
arising under Section 506(c) of the Bankruptcy Code, preferential
arrangement, fraudulent transfer or other avoidance claim or
restriction of any kind, including any restriction on the use,
voting, transfer, receipt of income or other exercise of any
attributes of ownership, and any lien, interest, restriction or
limitation arising from or relating to personal or other property
tax, sales and transaction privilege, claim of successor liability
for any alleged unpaid sales or other tax, and any other lien or
assessment of any Governmental Authority, whether or not allowable,
recorded or contingent.
“Escrow Agreement” means
that certain agreement executed contemporaneously with the Patents
Purchase Agreement to secure F&T’s Indemnification
Obligation with respect to the Judgment.
14
“Governmental Authority”
means any United States federal, state or local or any foreign
government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal, or judicial or
arbitral body.
“Governmental Order” means
any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental
Authority.
“Intellectual Property
Rights” means any and all
rights in, arising out of or associated with any of the following,
(a) issued patents and patent applications (whether provisional or
non-provisional) including divisionals, continuation,
continuation-in-part, substitution reissue, reexaminations,
extensions or restorations or any of the foregoing and other
Governmental Authority-issued indicia of invention ownership
(including certificates of invention, petty patents and patent
utility models) (the “Patents”);
(b) trademarks, trade names and service marks
(“Trademarks”); (c) trade secrets, know-how, inventions
(whether or not patentable) improvements, technology, data bases,
data compilation and collection, tools, methods, processes,
techniques, and other confidential and proprietary information and
all rights therein (“Trade
Secrets”) (d) copywrites,
designs, industrial designs, , royalties, secret processes,
formulae, and all applications, registrations, renewals and other
rights relating to the foregoing (whether or not any registration
or filing has been made with respect thereto).
“IRS” means the Internal
Revenue Service of the United States.
“Judgment”
means that certain Judgment dated February 19, 2016 rendered
against F&T in Adversary Proceeding No. 15-04084-rfn in the
Latitude Solutions Bankruptcy in the amount of $350.125.00 plus
pre-judgment interest in the amount of $5,251.87, attorneys fees in
the amount of $4,070.00 and post-judgment interest at the rate of
1.5% per month.
“Latitude
Solutions Bankruptcy” means the bankruptcy proceedings in
In Re: Latitutde Solutions,
Inc, Case No. 12-46295-rfn-11
“Liabilities” means all
debts, liabilities and obligations, whether legal or equitable,
accrued or fixed, absolute or contingent, matured or unmatured,
determined or determinable, foreseen or unforeseen, ordinary or
extraordinary, patent or latent, including those arising under any
Law or Action and those arising under any contract, agreement,
arrangement, commitment or undertaking.
“Loss” or
“Losses” means
Liabilities, claims, damages, Actions, demands, assessments,
adjustments, penalties, losses, costs and expenses whatsoever
(including court costs, reasonable attorneys’ fees and
expenses of investigation, and environmental costs, fees or
expenses for investigation, remediation or removal), whether
equitable or legal, matured or contingent, known or unknown,
foreseen or unforeseen, ordinary or extraordinary, patent or latent
and any and all judgments that may result from the
foregoing.
“NSI Securities” has the meaning specified in Section
1.04.
“Patents” means
U.S. Patent No. 10,163,199 and Patent No. 9,908,794
“Patents
Purchase Agreement” means this Agreement
15
“Person” means any
individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization,
Governmental Authority or other entity.
“Purchase Price” has the
meaning specified in Section 1.02.
“Tax” or
“Taxes”
means any and all taxes, fees, levies, duties, tariffs, imposts and
other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any Governmental Authority or taxing
authority, including: taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts,
property, minimum, alternative minimum, estimated, sales, use,
equity interests, payroll, employment, social security,
workers’ compensation, unemployment compensation, or net
worth; taxes or other charges in the nature of excise, withholding,
ad valorem, stamp, transfer, value added, or gains taxes; license,
registration and documentation fees; and customs duties, tariffs,
and similar charges.
“Third Party Claim” means
any claim by a third party that may give rise to a claim for
indemnification against any Indemnifying Party.
16
EXHIBIT B
PATENTS
ASSIGNMENT
17
EXHIBIT C
ASSIGNMENT OF NATURALSHRIMP INCORPORATED SHARES
18
EXHIBIT D
19
EXHIBIT E
ESCROW AGREEMENT
20
SCHEDULE 1.01(b)
Intellectual Property Rights
1.
U.S. Patent No. 10,163,199, issued on December 25, 2018, titled
“Recirculating Aquaculture System and Treatment Method for
Aquatic Species.
2.
U.S, Patent No. 9,908,794 issued on March 6, 2018
3.
All other Intellectual Property Rights as such rights are defined
in Exhibit A whether listed herein or not.
21
Exhibit 10.3
EXECUTION
COPY
LEAK-OUT AGREEMENT
THIS Leak-out Agreement (this
“Agreement”),
made as of this 19th day of May, 2021
(the “Effective
Date”), by and among the individuals and entities who
have signed a form of page 7 of this Agreement below (each a
“Signature
Page”, each signatory a “Shareholder” and collectively, the
“Shareholders”)
and NaturalShrimp, Incorporated, a Nevada corporation
(“NSI” or the
“Company”).
W I T N E S S E TH:
WHEREAS, each Shareholder has been
allocated and holds that number of shares of the Company’s
common stock as are set forth next to his, her or its signature on
the Signature Page pursuant to the Patent Purchase Agreement (the
“PPA”) between F&T Water Solutions, LLC and the
Company (the “Shares”).
WHEREAS, the parties hereto desire to
enter into this Agreement upon the terms and conditions contained
hereinafter to set forth conditions pursuant to which the Member
may transfer and sell all or a part of the Shares.
WHEREAS, the parties agree that this
Agreement shall govern the transfer and/or sale of all Shares of
the Company acquired by the Shareholders pursuant to the PPA and
they agree to be bound by the terms and conditions set forth
herein;
WHEREAS, the parties agree that the
terms and conditions set forth herein shall not apply to any
shares or interests in the Company owned by the Shareholders that
were acquired in a manner not directly or indirectly related to the
PPA between F&T Water Solutions, LLC and the Company (the
“Non-PPA Shares”) provided however that F&T will
provide notice of any such intended sale of any Non-PPA Shares to
NSI prior to the sale of such Non-PPA Shares.
NOW, THEREFORE, in consideration of the
mutual premises set forth herein, $10 and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each Shareholder, the parties hereto hereby
agree as follows.
1.
Trading
Period. Each
Shareholder hereby agrees that:
1.1 No Shares
shall be sold or subject to any transfer for six (6) months from
the Closing Date, May 19th , 2021 (the
“Lock-Up Period). Upon the expiration of the Lock-Up Period,
each Shareholder may sell, as set forth herein, up to one-sixth
(1/6) of their Shares (the “Leak-Out Restriction”)
every thirty (30) day period occurring thereafter for the next six
(6) months (the “Leak-Out Period”). After one year from
the Closing Date, there shall be no further restrictions regarding
the sale and/or transfer of the Shares.
1
1.2
During the Leak-Out Period:
(1)
Shareholder will not sell any Shares in the first or last 30
minutes of any trading day.
(2)
Shareholder will trade the Shares in multiple trades and not have
the allocated monthly volume be placed as a single order placed on
a trading desk as block trade in the last hour and 30 minutes of
the trading day. The individual trading will be done on a
“dripped procedure” relative to the daily trading
volume. An exemption to this requirement will be if a trade is
placed early in the day and the volume “vanishes” at
the end of the trading day.
The
obligations and restrictions of the Shareholder as set forth in
Sections 1.1 and
1.2 are defined as
the “Trading
Restrictions”.
1.3
“Transfer”
means the direct or indirect, offer for sale, sale, pledge,
hypothecation, transfer, assignment or other disposition of (or to
enter into any transaction or device that is designed to, or could
be expected to, result in the sale, pledge, hypothecation,
transfer, assignment or other disposition at any time) (including,
without limitation, by operation of law), or the entry into any
swap or other derivatives transaction that transfers to another, in
whole or in part, any of the economic benefits or risks of
ownership of the Shares, whether any such transaction is to be
settled by delivery of Shares or other securities, in cash or
otherwise. This includes private transfers to any beneficial owner.
For the sake of clarity, and without limiting any other provision
of this Agreement, the Shareholder agrees and confirms that a
distribution of any Shares to such Shareholder’s security
holders, shareholders, members, or other owners, directly or
indirectly, and by the operation of law or otherwise, shall be
deemed a Transfer hereunder, and shall be prohibited by the terms
of this Agreement. Notwithstanding and without waiving the above
limitations, the Company agrees and acknowledges that the transfer
and or initial distribution of the Shares to F&T Water
Solutions, LLC members through instructions to the Company’s
transfer agent shall not violate this provision under the
Agreement. Additionally, private transfers from the Shareholders to
their members or shareholders within thirty (30) days of this
Agreement shall not violate this provision as long as such
recipients agree and acknowledge to be bound by the terms,
conditions and limitations set forth herein.
1.4
Any attempted Transfer of Shares by any Shareholder which is not in
compliance with this Agreement or which is in violation of the
terms of this Agreement shall be void ab initio.
2.
Representations and
Warranties of Each Shareholder. Each Shareholder
individually, and not jointly or severally, represents, warrants
and agrees that:
2.1. The Shareholder is the sole
record and beneficial owner of the Shares and has good and
marketable title to all of the Shares. Shareholder has sole
managerial and dispositive authority with respect to the Shares and
has not granted any person a proxy or option to buy the Shares that
has not expired or been validly withdrawn.
2
2.2. The Shares and any
certificate evidencing such Shares and/or any book-entry notation
representing the Shares, may, at the request of the Company, be
stamped or otherwise imprinted or noted with a conspicuous legend
in substantially the following form:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED AND SUBJECT
TO THE TERMS OF THAT CERTAIN LOCK-UP AND LEAK OUT AGREEMENT)
BETWEEN CERTAIN SHAREHOLDERS OF THE COMPANY, INCLUDING THE HOLDER,
AND THE COMPANY, DATED AS OF MAY __, 2021. A COPY OF THE LOCK-UP
AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE
COMPANY.”
2.3 Beginning on
November 5, 2021, and each month thereafter for a period of six (6)
months the Shareholders of F&T Water Solutions, LLC shall have
Shares released to it by the Company through the Transfer Agent in
an amount equal to one-sixth (1/6) of the total Shares delivered by
the Company to F&T Water Solutions, LLC pursuant to the asset
purchase. The Company shall provide the Transfer Agent the
necessary approval so that the Shares can be released pursuant to
the schedule set forth herein.
3. Right
to Reject Dispositions. In furtherance of the foregoing, the
Company and its Transfer Agent are hereby authorized (i) to decline
to make any transfer of securities if such transfer would
constitute a violation or breach of this Agreement and (ii) to
imprint on any certificate representing Shares beneficially owned
by a Shareholder (or any book-entry relating to such Shares) with a
legend describing the restrictions contained herein.
4. Power
and Authority. Each party hereto respectively represents and
warrants that such party has full power and authority to enter into
this Agreement and that, upon request of the Company, each
Shareholder will execute any additional documents necessary in
connection with the enforcement hereof.
5. No
Assignment; Binding Nature. No party may assign this
Agreement in whole or in part, without the written consent of the
other parties. This Agreement shall be binding upon the parties and
their respective successors and permitted assigns.
6. Inspection
of Records. On the first of each month all Shareholders
shall produce their prior month’s trading records of NSI
Shares subject to this Agreement for inspection for all brokerage
accounts. Failure to timely produce such trading records shall be a
violation of this Trading Agreement and the Company may in its sole
discretion cause the transfer agent to suspend further transfers
and the Company may seek injunctive relief to stop sales of any
shares held in a trading account.
7.
To the extent that a member of F&T Water Solutions, LLC is a
limited liability company and receives Shares pursuant to the PPA,
the manager of such limited liability company will ensure
compliance with this Agreement from each of its members who is
entitled to receive a portion of the Shares prior to distribution
of any Shares to such members.
3
8.
Miscellaneous.
8.1
Severability of Invalid
Provision. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or
unenforceable.
8.2
Entire Agreement of the
Parties. The Agreement constitutes the entire agreement of
the parties regarding the matters contemplated herein, or related
thereto, and supersedes all prior and contemporaneous agreements,
and understandings of the parties in connection therewith. No
covenant, representations, or conditions, which are not expressed
in the Agreement shall affect, or be effective to interpret,
change, or restrict, the express provisions of this
Agreement.
8.3
Further Assurances.
All parties agree that, from time to time, each of them will take
such other action and to execute, acknowledge and deliver such
contracts or other documents as may be reasonably requested and
necessary or appropriate to carry out the purposes and intent of
this Agreement.
8.4
Specific
Performance. The parties agree that the covenants and
obligations contained in this Agreement relate to special, unique
and extraordinary matters and that a violation of any of the terms
hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any
remedy at law would be inadequate. As such, the parties agree that
if either party fails or refuses to fulfill any of its obligations
under this Agreement, then the other party shall have the remedy of
specific performance, which remedy shall be cumulative and
nonexclusive and shall be in addition to any other rights and
remedies otherwise available under any other contract or at law or
in equity and to which such party might be entitled. The
Shareholder therefore agrees that, in the event of any such breach
or threatened breach of this Agreement or the terms and conditions
hereof by the Shareholder, the Company shall be entitled, in
addition to all other available remedies, to an injunction
restraining any breach or threatened breach, without the necessity
of showing economic loss and without any bond or other security
being required.
8.5
Jurisdiction. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND
ENFORCED ACCORDING TO, THE LAWS OF THE STATE OF TEXAS, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF AND
SHALL BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS. Any judicial proceeding brought by or any
party regarding any dispute arising out of this Agreement or any
matter related hereto may be brought in the courts of the State of
Texas, or in the United States District Court for the State of
Texas and, by execution and delivery of this Agreement, each party
hereby submits to the jurisdiction of such courts.
4
8.6
Construction. When
used in this Agreement, unless a contrary intention appears: (i) a
term has the meaning assigned to it; (ii) “or” is
not exclusive; (iii) “including”
means including without limitation; (iv) words in the singular
include the plural and words in the plural include the singular,
and words importing the masculine gender include the feminine and
neuter genders; (v) any agreement, instrument or statute defined or
referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as
from time to time amended, modified or supplemented and includes
(in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; (vi) the
words “hereof”,
“herein”
and “hereunder”
and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision
hereof; (vii) references contained herein to Article, Section,
Schedule and Exhibit, as applicable, are references to Articles,
Sections, Schedules and Exhibits in this Agreement unless otherwise
specified; (viii) references to “writing”
include printing, typing, lithography and other means of
reproducing words in a visible form, including, but not limited to
email; (ix) references to “dollars”,
“Dollars”
or “$” in
this Agreement shall mean United States dollars; (x) reference to a
particular statute, regulation or law means such statute,
regulation or law as amended or otherwise modified from time to
time; (xi) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set
forth herein); (xii) unless otherwise stated in this Agreement, in
the computation of a period of time from a specified date to a
later specified date, the word “from”
means “from and
including” and the words “to”
and “until”
each mean “to but
excluding”; (xiii) references to “days”
shall mean calendar days; and (xiv) the paragraph headings
contained in this Agreement are for convenience only, and shall in
no manner be construed as part of this Agreement.
8.7
Counterparts, Effect of
Facsimile, Emailed and Photocopied Signatures. This
Agreement and any signed agreement or instrument entered into in
connection with this Agreement, and any amendments hereto or
thereto, may be executed in one or more counterparts, all of which
shall constitute one and the same instrument. Any such counterpart,
to the extent delivered by means of a facsimile machine or by .pdf,
..tif, .gif, .jpeg or similar attachment to electronic mail (email)
or downloaded from a website or data room (any such delivery, an
“Electronic
Delivery”) shall be treated in all manner and respects
as an original executed counterpart and shall be considered to have
the same binding legal effect as if it were the original signed
version thereof delivered in person. At the request of any party,
each other party shall re-execute the original form of this
Agreement and deliver such form to all other parties. No party
shall raise the use of Electronic Delivery to deliver a signature
or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of Electronic Delivery
as a defense to the formation of a contract, and each such party
forever waives any such defense, except to the extent such defense
relates to lack of authenticity.
5
IN WITNESS WHEREOF, parties have caused
this Agreement to be signed and delivered by their duly authorized
representatives as of the date first set forth above.
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THE COMPANY:
NATURALSHRIMP INCORPORATED
By:
/s/Gerald Easterling
Its:
President
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Printed Name: Gerald Easterling
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F&T WATER SOLUTIONS, LLC
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/s/Mark
George
Its: Managing Partner
Printed Name: Mark George
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6