10.2 Share Purchase Agreement with Meridian Pacific Investments
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT made as of the 16th day of November, 2005, by and
between:
ISLAND RESIDENCES CLUB, INC. w ith an address at Box 1518. Williamsburg,
Virginia. USA ("SELLER"); and
MERIDIAN PACIFIC INVESTMENTS HK LTD)., with an address at 23 Fl. Wing Hang
Finance Centre, 60 Gloucester Road, Wanchai, Hong Kong ("PURCHASER"); and
FRANCIS STREET PTY LTD., with an address at level 1, 60 Toorak Road, South
Yarra, Victoria 3141, Australia ("WARRANT HOLDER").
WITNESSETH:
WHEREAS, Seller is the Island Residences Club, Inc a Delaware corporation
("Corporation"), which Corporation has issued capital stock of 6,812,000 shares
of common stock at $.0001 par value ("Shares"),
WHEREAS, Purchaser desires to purchase the Shares from Seller and Seller desires
to sell such Shares upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained in this Agreement, and in order to consummate the
purchase and sale of the Corporation's Shares, it is hereby agreed, as follows:
1.0 Transfer of Shares.
SELLER hereby authorizes and issues 6,000,000 of its common shares to PURCHASER
in exchange for the transfer of 20.25 million shares of PT Island Concepts
Indonesia Tbk ("ICON") to the SELLER, representing a 19.4% interest in ICON and
24.25 million warrants of PT Island Concepts Indonesia Tbk ("ICON") to
SELLER from the WARRANT HOLDER.
2.0 Representations and Warranties of SELLER.
SELLER hereby represents and warrants to PURCHASER that:
2.1 Authority. SELLER has the power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered constitutes a valid and binding instrument, enforceable in accordance
with its terms.
2.2 Compliance with Other Instruments. The execution, delivery and performance
of this Agreement is in compliance with and does not conflict with or result in
a breach of or in violation of the terms, conditions or provisions of any
agreement, mortgage, lease or other instrument or indenture to which SELLER is a
party or by which SELLER is bound.
2.3 Shares in ISLAND RESIDENCES CLUB, INC. The Shares to be issued to PURCHASER
shall be issued as fully paid, non-assessable shares. SELLER shall take all
corporate action necessary for the issuance of the Shares, to be legally valid
and irrevocable, including obtaining the prior approval of the board of
directors.
3.0 Representations and Warranties of PURCHASER and WARRANT HOLDER. PURCHASER
and WARRANT HOLDER hereby unconditionally represents and warrants to SELLER
that:
3.1 Authority. Both PURCHASER and the WARRANT HOLDER have the power and
authority to execute and deliver this Agreement, to perform his obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by PURCHASER and WARRANT HOLDER and
constitutes a valid and binding instrument, enforceable in accordance with its
terms.
3.2 Title to PURCHASER'S and WARRANT HOLDER'S shares and warrants in ICON.
PURCHASER and WARRANT HOLDER are the legal and beneficial owner
of the ICON shares and warrants and have good and marketable title thereto, free
and clear of any liens, claims, rights and encumbrances. PURCHASER and WARRANT
HOLDER have the right to transfer these shares and warrants to SELLER pursuant
to the terms of this Agreement.
3.3 Compliance with Other Instruments. The execution, delivery and performance
of this Agreement is in compliance with and does not conflict with or result in
a breach of or in violation of the terms, conditions or provisions of any
agreement, mortgage, lease or other instrument or indenture to which PURCHASER
and WARRANT HOLDER are a party or by which PURCHASER and WARRANT HOLDER are
bound.
3.4 Rule 144 Restriction. PURCIIASER hereby agrees that such Shares are
restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
requirements, as applicable.
4.0 Notices. Notice shall be given by certified mail, return receipt requested,
the date of notice being deemed the date of postmarking. Notice, unless either
party has notified the other of an alternative address as provided hereunder,
shall be sent to the address as set forth herein.
5.0 Governing Law. This Agreement shall he interpreted and governed in
accordance with the laws of the Stale of Delaware.
6.0 Severability. In the event that any term, covenant, condition, or other
provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any such
term, covenant, condition, provision or Agreement shall in no way affect any
other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
7.0 Entire Agreement. This Agreement contains all of the terms agreed upon by
the parties with respect to the subject matter hereof. This Agreement has been
entered into after full investigation.
8.0 Invalidity. If any paragraph of this Agreement shall be held or declared to
be void, invalid or illegal, for any reason, by any court of competent
jurisdiction, such provision shall be ineffective but shall not in any way
invalidate or affect any other clause, paragraph, section or part of this
Agreement.
9.0 Gender and Number. Words importing a particular gender mean and include the
other gender and words importing a singular number mean and include the plural
number and vice versa, unless the context clearly indicated to the contrary.
10.0 Amendments. No amendments or additions to this Agreement shall be binding
unless in writing, signed by both parties, except as herein otherwise provided.
11.0 No Assignments. Neither party may assign nor delegate any of its rights or
obligations hereunder without first obtaining the written consent of the other
party.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto
have signed this Agreement by their duly authorized officers the day and year
first above written.
ISLAND RESIDENCES CLUB, INC
By: /s/ Bob Bratajaya
Bob Bratajaya, Director
MERIDIAN PACIFIC INVESTMENTS HK LTD.
By: /s/Graham James Bristow
Graham James Bristow, Director
FRANCIS STREET PTY LIMITED
By: /s/Graham James Bristow
Graham James Bristow, Director