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
