THE SAINT JAMES COMPANY WARRANT TO PURCHASE SHARES OF COMMON STOCKSaint James CO • October 27th, 2008 • Non-operating establishments • North Carolina
THIS CERTIFIES THAT, for value received, Samson Investment Company, a Nevada corporation, (the “Grantee”), or Grantee’s assigns (Grantor and Grantor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from The Saint James Company, a North Carolina corporation, with an office located at Broadway Plaza, 520 Broadway, Suite 350, Santa Monica, California 90401 (the “Company”), a number of shares of Common Stock equal to the Share Number at a per-share price equal to the Exercise Price in effect at such time. This Warrant is issued pursuant to the Designation, Assignment, and Assumption Agreement dated as of October 20, 2008, by and between the Company and the Grantor.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 16th, 2009 • Saint James CO • Non-operating establishments • California
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of March 17, 2009, by and among Global Management Services, Inc., a Nevada corporation, with its principal office at 3540 W. Sahara Ave., Suite 20, Las Vegas, Nevada 89102 (“Global”), The Saint James Company, a North Carolina corporation, with its principal office at Broadway Plaza, 520 Broadway, Suite 350, Santa Monica, California 90401 (“St. James”), and The Saint James New Zealand Wine Company, a newly-formed wholly-owned subsidiary of St. James (“Acquisition Sub”, and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2009 • Saint James CO • Non-operating establishments • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 10th day of March, 2009, by and among The Saint James Company, Inc., a North Carolina corporation (the “Company”), and the individuals and entities (each, a “Shareholder,” and collectively, the “Shareholders”), who have executed this Agreement and are identified on the signature page hereto as being an original issuee of shares of Common Stock (as that term is defined below).
MUTUAL RECISSION AGREEMENTMutual Recission Agreement • April 16th, 2009 • Saint James CO • Non-operating establishments
The parties hereto agree and acknowledge that, effective as of September 30, 2003, a rescission in full occurred in respect of all of the transactions (the “Transactions”) contemplated by the Reorganization Agreement dated August 11, 2003 (the “Reorganization Agreement”) between and among The Saint James Company, a Delaware corporation (the “Delaware Corporation” that, under certain circumstances might have become a successor to a North Carolina corporation of the same name), and the four persons whose names were set forth on Exhibit A of the Reorganization Agreement, which Transactions, as contemplated by the Reorganization Agreement, would have resulted in the acquisition by the Delaware Corporation of all of the issued and outstanding capital stock of Funet Radio & Communications Corp., a divided company of the Republic of China (Taiwan), in exchange for 7,000,000 shares of restricted common stock of the Delaware Corporation. In connection with the contemplated Transactions, the fol
EXHIBIT 10.1 REORGANIZATION AGREEMENT This Reorganization Agreement (the "Agreement") is between and among The St. James Company, a Delaware Company ("James") formerly known as Radiation Disposal Systems, Inc, FUNET Radio & Communications Corp....Reorganization Agreement • October 2nd, 2003 • Saint James Co • Non-operating establishments • California
Heads of agreementSaint James CO • October 27th, 2008 • Non-operating establishments • Victoria
Acquisition means the acquisition of the Shares by the Purchaser (or its nominee) as proposed under these heads of agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
This Membership Interest Purchase Agreement is made and entered into on October __, 2009, by and among Saphire Advisors, LLC, a Delaware limited liability company (“Saphire Advisors”) for itself and as attorney in fact for each of the Other Members (together with Saphire Advisors, each a “Seller,” and collectively, the “Sellers”), and The Saint James Eos Wine Company, a California corporation (the “Purchaser”), and The Saint James Company, a North Carolina corporation (“Saint James”).
GENERAL ASSIGNMENT AND BILL OF SALEGeneral Assignment And • November 9th, 2009 • Saint James CO • Non-operating establishments
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sapphire Wines, LLC, a Delaware limited liability company (“Seller”), does hereby convey, transfer and assign to Saphire Advisors, LLC, a Delaware limited liability company (“Purchaser”), and Purchaser’s successors and assigns, and Purchaser does hereby acquire from Seller, all of the right, title and interest of Seller, if any, in and to the assets set forth on Exhibit A attached hereto (the “Assets”).
SECURITY AGREEMENTSecurity Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
THIS SECURITY AGREEMENT (“Security Agreement”) is made and entered into this ____ day of October, 2009, by and among Sapphire Advisors, LLC, a Delaware limited liability company (“Secured Party”), Sapphire Wines, LLC, a Delaware limited liability company (“Sapphire Wines”), Emerald Wines, LLC, a Delaware limited liability company (“Emerald Wines”), and The Saint James Eos Wine Company, a California corporation (“Purchaser,” and together with Sapphire Wines and Emerald Wines collectively and individually “Pledgor”).
AMENDMENT TO UNSECURED PROMISSORY NOTE DUE NOVEMBER 10, 2009Whereas • July 31st, 2009 • Saint James CO • Non-operating establishments
WHEREAS, the parties to that certain Unsecured Promissory Note, dated November 10, 2008 (the “Note”), in the initial Principal Amount of $150,000.00 are The Saint James Company, a North Carolina corporation (the “Company”) and Pinnacle Resources, Inc., a Wyoming corporation (the “Payee”);
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
This Consulting Agreement (this “Agreement”) is entered into on October __, 2009, by and among The Saint James Eos Wine Company, a California corporation (“Company”), Hopmayer Consulting, LLC, a Tennessee limited liability company (“Consultant”), and Jeffrey S. Hopmayer (“Hopmayer”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments
This Trademark Security Agreement is made and entered into this ____ day of October, 2009, by and between The Saint James Eos Wine Company, a California corporation (“Pledgor”), and Saphire Advisors, LLC, a Delaware limited liability company (“Secured Party”).
THE SAINT JAMES COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
This Registration Rights Agreement dated as of October ___, 2009 (this “Agreement”), is entered into by and among THE SAINT JAMES COMPANY, a North Carolina corporation (the “Company”), and SAPHIRE ADVISORS, LLC, a Delaware limited liability company (“Shareholder”).
AMENDMENT TO UNSECURED PROMISSORY NOTE DUE ON DEMANDSaint James CO • July 31st, 2009 • Non-operating establishments
WHEREAS, the parties to that certain Unsecured Promissory Note, dated December 29, 2008 (the “Note”), in the initial Principal Amount of $25,000.00 are The Saint James Company, a North Carolina corporation (the “Company”) and Pinnacle Resources, Inc., a Wyoming corporation (the “Payee”);
RESIGNATION AGREEMENT AND GENERAL RELEASEResignation Agreement and General Release • October 2nd, 2008 • Saint James CO • Non-operating establishments • Arizona
DESIGNATION, ASSIGNMENT, AND ASSUMPTION AGREEMENTDesignation, Assignment, and Assumption Agreement • October 27th, 2008 • Saint James CO • Non-operating establishments • Nevada
THIS DESIGNATION, ASSIGNMENT, AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of October 20, 2008, by and between SAMSON INVESTMENT COMPANY, a Nevada corporation (“Samson”), and THE SAINT JAMES COMPANY, a North Carolina corporation (“St. James”).
GUARANTYGuaranty • November 9th, 2009 • Saint James CO • Non-operating establishments • Illinois
THIS GUARANTY (hereinafter referred to as this “Guaranty”) is made this ___ day of October, 2009, by The Saint James Company, a North Carolina corporation (“Guarantor”), to and for the benefit of Saphire Advisors, LLC, a Delaware limited liability company (“Payee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of this __ day of October, 2009, by and between Saphire Advisors, LLC, a Delaware limited liability company (“Saphire Advisors”), and The Saint James Eos Wine Company, a California corporation (“Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • November 9th, 2009 • Saint James CO • Non-operating establishments • California
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of this ____ day of October, 2009 (the “Effective Date”), by and among The Saint James Company, a North Carolina corporation (the “Company”), and the other parties listed on the signature pages hereto (each such party, a “Shareholder” and, collectively, the “Shareholders”).
ContractSaint James CO • July 31st, 2009 • Non-operating establishments • Colorado
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
