ACQUISITIONAGREEMENT AND PLAN OF MERGER DATEDAS OF JUNE 12, 2009 BYAND AMONG MINATURAGOLD (MGOL), a Nevada corporation, BOATATOPIASub Co (SUB CO), a Nevada corporation AND GOLDRESOURCE PARTNERS, LLC (GRP), a Nevada limited liability company TABLEOF CONTENTS

 

(a)

Board of Directors of SUB CO. At or prior to the Effective Time, MGOL agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of SUB CO to be one (1) person and (ii) to cause Paul Dias,  (the “MGOL Designee”) to be elected as the sole director of SUB CO.

 

(b)

Board of Directors of MGOL. At or prior to the Effective Time, each of GRP and MGOL agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of MGOL to be at least one but possibly three (3) persons and (ii) to cause Paul Dias, and two other board members (the “GRP Designee(s)”) to be elected as directors of MGOL. If the GRP Designee(s) shall decline or be unable to serve as a director prior to the Effective Time, GRP shall nominate other persons to serve in such persons’ stead, which persons shall be subject to approval of the other party. From and after the Effective Time, and until successors are duly elected or appointed and qualified in accordance with applicable law, the managing members of the Surviving Entity, shall remain as the managing members of the Surviving Entity. Additionally, prior to the Effective Time, Stephen Causey (“Causey”), the existing Chief Executive Officer, and director of MGOL, and any other officer of MGOL, shall resign upon execution of this Agreement, and pursuant to the terms of the termination agreement (“Termination Agreement”) between Causey and MGOL. Upon the resignation of Causey, until successors are duly elected or appointed and qualified in accordance with applicable law, Paul Dias shall be Chief Executive Officer, President, Secretary and Treasurer of MGOL.

 

(a)

At the Effective Time, each membership interest of GRP (“Membership Interest”) (individually a "GRP Membership Interest" and collectively, the "GRP Membership Interests ") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, MGOL, or the holder thereof, be converted into and shall become fully paid and nonassessable MGOL common shares determined by dividing (i) Ten Million Two Hundred Fifty-eight Thousand, Eight Hundred Twenty-One (10,258,821), by (ii) the total number of Membership Interests of GRP, One Hundred Twelve Million (112,000,000) outstanding Membership Interests immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more Membership Interests of GRP shall be entitled to receive in exchange therefore a number of shares of MGOL Common Stock equal to the product of (x) (the number of Membership Interests of GRP (112,000,000)), times (y) (the Exchange Ratio. By way of example, 10,258,821 / 112,000,000 = .0916 (the Exchange Ratio). The number of Membership Interests of GRP held by a member (assume 100,000 Membership Interests) times the Exchange Ratio of .0916 equals 9,160 shares of MGOL Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of MGOL Common Stock or GRP Membership Interests are changed into a different number of Membership Interests or Shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of MGOL Common Stock into which each share of GRP Common Stock will be converted as a result of the Merger will be adjusted appropriately.

 

(b)

GRP hereby acknowledges that (i) the MGOL Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the MGOL Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect:

 

(c)

At the Effective Time, each GRP Membereship Interest held in the treasury of GRP, by GRP immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, SUB CO or MGOL be canceled, retired and cease to exist and no payment shall be made with respect thereto.

 

(a)

Prior to the Effective Time, MGOL shall enter into an agreement with, and shall deposit with, Stoecklein Law Group or such other agent or agents as may be satisfactory to MGOL and GRP (the “Exchange Agent”), for the benefit of the holders of GRP Membership Interests, for exchange through the Exchange Agent in accordance with this Article I: certificates representing the appropriate number of MGOL Shares to be issued to holders of GRP Membership Interests issuable pursuant to Section 1.7 in exchange for outstanding GRP Membership Interests.

 

(b)

As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding GRP Membership Interests (the “Certificates”) whose Membership Interest were converted into the right to receive MGOL Shares pursuant to Section 1.7: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as GRP and MGOL may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing MGOL Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole MGOL Shares and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of GRP Membership Interests which are not registered in the transfer records of GRP, a certificate representing the proper number of MGOL Shares may be issued to a transferee if the Certificate representing such GRP Membership Interests is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or MGOL to evidence and effect such transfer and by evidence that any applicable Membership Interest transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing MGOL Shares as contemplated by this Section 1.8.

 

(c)

No dividends or other distributions declared or made after the Effective Time with respect to MGOL Shares with a record date after the Effective Time shall be paid to the holder of any un-surrendered Certificate with respect to the MGOL Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate.

 

(d)

In the event that any Certificate for GRP Membership Interests or MGOL Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof such MGOL Shares and cash in lieu of fractional MGOL Shares, if any, as may be required pursuant to this Agreement; provided, however, that MGOL or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity.

 

(e)

All MGOL Shares issued upon the surrender for exchange of GRP Membership Interests in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such GRP Membership Interests. There shall be no further registration of transfers on the stock transfer books of either of GRP or MGOL of the GRP Membership Interests or MGOL Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to MGOL for any reason, they shall be canceled and exchanged as provided in this Article I.

 

(f)

No fractional MGOL Shares shall be issued in the Merger, but in lieu thereof each holder of GRP Membership Interests otherwise entitled to a fractional MGOL Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

 

(a)

Each of MGOL and SUB CO is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on MGOL. When used in connection with MGOL, the term “Material Adverse Effect” means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of MGOL, other than any change or effect arising out of general economic conditions unrelated to any business in which MGOL is engaged, or (ii) that may impair the ability of MGOL to perform its obligations hereunder or to consummate the transactions contemplated hereby.

 

(b)

MGOL has heretofore delivered to GRP accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of MGOL. Except as set forth on Schedule 2.1 of the MGOL Disclosure Schedule, MGOL is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on MGOL.

 

(a)

The authorized capital stock of MGOL consists of: (i) One Billion (1,000,000,000) MGOL Common Shares, par value $0.001 per share, of which, as of March 31, 2009, approximately 14,000,000 MGOL Shares were issued and outstanding; and (ii) Ten Million (10,000,000) MGOL Preferred Shared, par value $0.001 per share, were authorized, of which no Preferred Shares were issued. The authorized capital stock of SUB CO consists of One Million (1,000,000) shares of common stock ("SUB CO Shares"), of which, as of the date of this Agreement, One thousand (1,000) shares were issued and outstanding.  All of the outstanding MGOL Shares and SUB CO Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of MGOL or SUB CO, (ii) securities of MGOL convertible into or exchangeable for shares of capital stock or voting securities of MGOL or SUB CO, (iii) options or other rights to acquire from MGOL or SUB CO and, except as described in the MGOL SEC Reports (as defined below), no obligations of MGOL or SUB CO to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MGOL or SUB CO, and (iv) equity equivalents, interests in the ownership or earnings of MGOL or SUB CO or other similar rights (collectively, “MGOL Securities”). As of the date hereof, except as set forth on Schedule 2.2(a) of the MGOL Disclosure Schedule there are no outstanding obligations of MGOL or its subsidiaries to repurchase, redeem or otherwise acquire any MGOL Securities or stockholder agreements, voting trusts or other agreements or understandings to which MGOL is a party or by which it is bound relating to the voting or registration of any shares of capital stock of MGOL. For purposes of this Agreement, ‘‘Lien” means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

 

(b)

The MGOL Shares constitute the only class of equity securities of MGOL registered under the Exchange Act.

 

(c)

Other than its 100% ownership of SUB CO, MGOL does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity, other than as specifically disclosed in the disclosure documents.

 

(a)

MGOL and SUB CO have all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of MGOL (the “MGOL Board”) and the Board of Directors of SUB CO and no other corporate proceedings on the part of MGOL or SUB CO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 2.3(b) and Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding SUB CO Shares, and the adoption of this Agreement by the holders of at least a majority of the then outstanding MGOL Shares. This Agreement has been duly and validly executed and delivered by MGOL and SUB CO and constitutes a valid, legal and binding agreement of MGOL and SUB CO, enforceable against MGOL and SUB CO in accordance with its terms.

 

(b)

The MGOL Board has resolved to recommend that MGOL, and the sole stockholder of SUB CO, approve and adopt this Agreement. Additionally, the two stockholders holding a majority of MGOL shares have agreed to approve and adopt this Agreement, and the actions required to be taken to effectuate the terms and conditions set forth in this Agreement.

 

(a)

MGOL has filed all required forms, reports and documents with the Securities and Exchange Commission (the “SEC”) from the Company’s inception through the period ended March 31, 2009, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), each as in effect on the dates such forms, reports and documents were filed. MGOL has heretofore delivered or promptly will deliver prior to the Effective Date to GRP, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Annual Report on Form 10-K for the year ended December 31, 2008, (ii) its Quarterly Report on Form 10-Q for the period ended March 31, 2009, (iii) all definitive proxy statements relating to MGOL’s meetings of stockholders (whether annual or special) held since December 31, 2007, if any, and (iv) all other reports or registration statements filed by MGOL with the SEC since December 31, 2007. None of such MGOL SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of MGOL included in the MGOL SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of MGOL as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the MGOL SEC Reports have been so filed.

 

(b)

MGOL has heretofore made available or promptly will make available to GRP a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by MGOL with the SEC pursuant to the Exchange Act.

 

(a)

Except as set forth in Section 2.11(a) of the MGOL Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to at any time by MGOL or any entity required to be aggregated with MGOL pursuant to Section 414 of the Code (each, a “MGOL Employee Plan”), no event has occurred and to the knowledge of MGOL, no condition or set of circumstances exists in connection with which MGOL could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on MGOL.

 

(b)

(i) No MGOL Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each MGOL Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

 

(c)

Section 2.11(c) of the MGOL Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any MGOL Stock Options, together with the number of MGOL Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the MGOL Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. MGOL has furnished GRP with complete copies of the plans pursuant to which the MGOL Stock Options were issued. Other than the automatic vesting of MGOL Stock Options that may occur without any action on the part of MGOL or its officers or directors, MGOL has not taken any action that would result in any MGOL Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

(d)

MGOL has made available to GRP (i) a description of the terms of employment and compensation arrangements of all officers of MGOL and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating MGOL to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of MGOL who have executed a non-competition agreement with MGOL and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of MGOL with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of MGOL with or relating to its employees which contain change in control provisions all of which are set forth in Section 2.11(d) of the MGOL Disclosure Schedule.

 

(e)

There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any MGOL Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

 

(f)

There are no controversies pending or, to the knowledge of MGOL, threatened, between MGOL and any of their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on MGOL. Neither MGOL nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by MGOL or any of its subsidiaries (and neither MGOL nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does MGOL know of any activities or proceedings of any labor union to organize any of its or its subsidiaries employees. MGOL has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof, by or with respect to any of its employees.

 

(a)

Except as publicly disclosed by MGOL in the MGOL SEC Reports, (i) MGOL is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, “Environmental Laws”), except for non-compliance that would not have a Material Adverse Effect on MGOL, which compliance includes, but is not limited to, the possession by MGOL of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) MGOL has not received written notice of, or, to the knowledge of MGOL, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an “Environmental Claim”) that could reasonably be expected to have a Material Adverse Effect on MGOL; and (iii) to the knowledge of MGOL, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

 

(b)

Except as publicly disclosed by MGOL, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on MGOL that are pending or, to the knowledge of MGOL, threatened against MGOL or, to the knowledge of MGOL, against any person or entity whose liability for any Environmental Claim MGOL has or may have retained or assumed either contractually or by operation of law.

 

(a)

Except as set forth in Section 2.13 of the MGOL Disclosure Schedule: (i) MGOL has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns (as defined herein) with respect to Taxes (as defined herein) of MGOL and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to MGOL have been paid in full or have been provided for in accordance with GAAP on MGOL’s most recent balance sheet which is part of the MGOL SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to MGOL; (iv) to the knowledge of MGOL none of the Tax Returns of or with respect to MGOL is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to MGOL which has not been abated or paid in full.

 

(b)

For purposes of this Agreement, (i) “Taxes” shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority and (ii) “Tax Return” shall mean any report, return, documents declaration or other information or filing required to be supplied to any taxing authority or jurisdiction with respect to Taxes.

 

(a)

MGOL owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefore that are material to its business as currently conducted (the “MGOL Intellectual Property Rights”).

 

(b)

The validity of the MGOL Intellectual Property Rights and the title thereto of MGOL is not being questioned in any litigation to which MGOL is a party.

 

(c)

Except as set forth in Section 2.15(c) of the MGOL Disclosure Schedule, the conduct of the business of MGOL as now conducted does not, to MGOL’s knowledge, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions completed hereby will not result in the loss or impairment of any MGOL Intellectual Property Rights.

 

(d)

MGOL has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where MGOL has elected to rely on patent or copyright protection in lieu of trade secret protection.

 

(a)

MGOL and SUB CO have delivered or otherwise made available to GRP true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which either MGOL and SUB CO is a party affecting the obligations of any party thereunder) to which either MGOL or SUB CO is a party or by which any of their respective properties or assets are bound that are, material to the business, properties or assets of MGOL or SUB CO taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of MGOL or SUB CO taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which MGOL is a party involving employees of MGOL); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise entered into since March 31, 2009; (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 4.1 hereof, the “MGOL Contracts”). Neither MGOL nor SUB CO is a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.

 

(b)

Each of the MGOL Contracts is valid and enforceable in accordance with its terms, and there is no default, other than what has been previously disclosed in MGOL’s SEC reports, under any MGOL Contract so listed either by MGOL or SUB CO or, to the knowledge of MGOL or SUB CO, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by MGOL or SUB CO or, to the knowledge of MGOL or SUB CO, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on MGOL or SUB CO.

 

(c)

No party to any such MGOL Contract has given notice to MGOL of or made a claim against MGOL or SUB CO with respect to any breach or default thereunder, other than what has been previously disclosed in MGOL’s SEC reports, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on MGOL or SUB CO.

 

(a)

GRP is duly organized, validly existing and will be in good standing under the laws of the jurisdiction of its organization prior to Close, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on GRP. When used in connection with GRP, the term “Material Adverse Effect’’ means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of GRP, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any business in which GRP is engaged, or (ii) that may impair the ability of GRP to consummate the transactions contemplated hereby.

 

(b)

GRP has heretofore delivered to MGOL accurate and complete copies of the Articles of Organization and Operating Agreement (or similar governing documents), as currently in effect, of GRP. GRP is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on GRP.

 

(a)

As of the date of this Agreement, or prior to closing, the authorized Membership Interest of GRP consists of, or prior to close will consist of; One Hundred Twelve Million (112,000,000) Membership Interests, of which One Hundred Twelve Million will be issued and outstanding at the Effective Time. All of the outstanding GRP Membership Interests have been duly authorized and validly issued, and are fully paid, non-assessable and free of preemptive rights.

 

(b)

Except as set forth in Section 3.2(b) of the GRP Disclosure Schedule, between March 31, 2009 and the date hereof, no Membership Interests of GRP’s have been issued and no GRP Membership Interest options have been granted. Except as set forth in Section 3.2(a) above, as of the date hereof, there are no outstanding (i) Membership Interest or other voting securities of GRP, (ii) securities of GRP convertible into or exchangeable for Membership Interest or voting securities of GRP, (iii) options or other rights to acquire from GRP, or obligations of GRP to issue, any Membership Interest, voting securities or securities convertible into or exchangeable for capital stock or voting securities of GRP, or (iv) equity equivalents, interests in the ownership or earnings of GRP or other similar rights (collectively, “GRP Securities”). As of the date hereof, there are no outstanding obligations of GRP to repurchase, redeem or otherwise acquire any GRP Securities. There are no securities agreements, voting trusts or other agreements or understandings to which GRP is a party or by which it is bound relating to the voting or registration of any securities of GRP.

 

(c)

Except as set forth in Section 3.2(c) of the GRP Disclosure Schedule, there are no securities of GRP convertible into or exchangeable for, no options or other rights to acquire from GRP, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any securities or other ownership interests in, or any other securities of GRP.

 

(d)

The GRP Membership Interests constitute the only class of equity securities of GRP.

 

(e)

Except as set forth in Section 3.2(e) of the GRP Disclosure Schedule, GRP does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity.

 

(f)

Except as set forth in Section 3.2(f) of the GRP Disclosure Schedule, GRP does not have any contractual rights or obligations to acquire any interest in any entity.

 

(a)

GRP has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Managing Members of GRP (the “GRP Board”), and no other corporate proceedings on the part of GRP are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding GRP Membership Interests. This Agreement has been duly and validly executed and delivered by GRP and constitutes a valid, legal and binding agreement of GRP, enforceable against GRP in accordance with its terms.

 

(b)

The GRP Board has resolved to recommend that the stockholders of GRP approve and adopt this Agreement.

 

(a)

With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any “employee benefit plan,” as defined in Section 3(3) of ERISA), maintained or contributed to at any time by GRP or any entity required to be aggregated with GRP pursuant to Section 414 of the Code (each, a “GRP Employee Plan”), no event has occurred and, to the knowledge of GRP, no condition or set of circumstances exists in connection with which GRP could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on GRP.

 

(b)

(i) No GRP Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each GRP Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.

 

(c)

Section 3.11(c) of the GRP Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any GRP Membership Interest Options, together with the number of GRP Membership Interests which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 3.11(c) of the GRP Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. GRP has furnished MGOL with complete copies of the plans pursuant to which the GRP Membership Interest Options were issued. Other than the automatic vesting of GRP Membership Interest Options that may occur without any action on the part of GRP or its officers or directors, GRP has not taken any action that would result in any GRP Membership Interest Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

(d)

GRP has made available to MGOL (i) a description of the terms of employment and compensation arrangements of all officers of GRP and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating GRP to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of GRP who have executed a non-competition agreement with GRP and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of GRP with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the GRP with or relating to its employees which contain change in control provisions.

 

(e)

Except as disclosed in Section 3.11(e) of the GRP Disclosure Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any GRP Employee Plan or any agreement or arrangement disclosed under this Section 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

 

(f)

There are no controversies pending or, to the knowledge of GRP threatened, between GRP and any of its employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on GRP. GRP is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by GRP (and GRP does not have any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does GRP know of any activities or proceedings of any labor union to organize any of its or employees. GRP has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its employees.

 

(a)

Except as disclosed by GRP, (i) GRP is in material compliance with all Environmental Laws, except for non-compliance that would not have a Material Adverse Effect on GRP, which compliance includes, but is not limited to, the possession by GRP of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) GRP has not received written notice of, or, to the knowledge of GRP, is the subject of, any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on GRP; and (iii) to the knowledge of GRP, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future.

 

(b)

Except as disclosed by GRP, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on GRP that are pending or, to the knowledge of GRP, threatened against GRP or, to the knowledge of GRP, against any person or entity whose liability for any Environmental Claim GRP has or may have retained or assumed either contractually or by operation of law.

 

(a)

GRP owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, services marks, copyrights, trade secrets, and applications therefor that are material to its business as currently conducted (the “GRP Intellectual Property Rights”).

 

(b)

Except as set forth in Section 3.15(b) of the GRP Disclosure Schedule the validity of the GRP Intellectual Property Rights and the title thereto of GRP, as the case may be, is not being questioned in any litigation to which GRP is a party.

 

(c)

The conduct of the business of GRP as now conducted does not, to GRP’s knowledge, infringe any valid patents, trademarks, trade-names, service marks or copyrights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of any GRP Intellectual Property Rights.

 

(d)

GRP has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where GRP has elected to rely on patent or copyright protection in lieu of trade secret protection.

 

(a)

GRP has delivered or otherwise made available to MGOL, or will make available to MGOL, true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which GRP is a party affecting the obligations of any party thereunder) to which GRP is a party or by which any of its properties or assets are bound that are, material to the business, properties or assets of GRP taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of GRP taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which GRP is a party involving employees of GRP); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise. (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.2 hereof, the “GRP Contracts”). GRP is not a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby.

 

(b)

Each of the GRP Contracts is valid and enforceable in accordance with its terms, and there is no default under any GRP Contract so listed either by GRP or, to the knowledge of GRP, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by GRP or, to the knowledge of GRP, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on GRP.

 

(c)

No party to any such GRP Contract has given notice to GRP of or made a claim against GRP with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on GRP.

 

(a)

amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

 

(b)

amend the terms of any stock of any class or any other securities (except bank loans) or equity equivalents.

 

(c)

split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; except as set forth herein;

 

(d)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of MGOL (other than the Merger);

 

(e)

(i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of MGOL; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

 

(f)

except as may be required by law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent MGOL from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2008 in the ordinary course of year-end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2008 in amounts previously disclosed to GRP (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to MGOL);

 

(g)

acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions (other than in the ordinary course of business or as a result of the Closing Conditions of this Merger Agreement that have been described in the agreement);

 

(h)

except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

 

(i)

revalue in any material respect any of its assets including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business;

 

(j)

(i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to MGOL; (iii) authorize any new capital expenditure or expenditures which, individually is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts;

 

(k)

make any tax election or settle or compromise any income tax liability material to MGOL;

 

(l)

settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby beyond those described as Closing Conditions to this agreement, or (ii) the settlement or compromise of which could have a Material Adverse Effect on MGOL;

 

(m)

commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or in the ordinary course of business; or

 

(n)

take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through 4.1(m) or any action which would make any of the representations or warranties of MGOL contained in this Agreement untrue or incorrect.

 

(a)

amend its Articles of Organization or Operating Agreement (or other similar governing instrument);

 

(b)

authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any securities of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights;

 

 (c)

split, combine or reclassify any securities, declare, set aside or pay any dividend or other distribution (whether in cash, security or property or any combination thereof) in respect of its Membership Interests, make any other actual, constructive or deemed distribution in respect of its Membership Interests or otherwise make any payments to Members in their capacity as such, or redeem or otherwise acquire any of its securities;

 

(d)

adopt a plan of complete or partial liquidation, dissolution, merger consolidation, restructuring, re-capitalization or other reorganization of GRP (other than the Merger);

 

(e)

(i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business. (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of GRP; or (v) mortgage or pledge any of its material assets, tangible or intangible, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

 

(f)

except as may be required by law, enter into, adopt, amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent GRP from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 2008 in the ordinary course of year-­end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 2008 in amounts previously disclosed to MGOL (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to GRP);

 

(g)

acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions other than in the ordinary course of business;

 

(h)

except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it;

 

(i)

revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business;

 

(j)

(i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof or any equity interest therein, except as contemplated by this Agreement and as disclosed herein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to GRP; (iii) authorize any new capital expenditure or expenditures which, individually, is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts;

 

(k)

make any tax election or settle or compromise any income tax liability material to GRP;

 

(l)

settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on GRP;

 

(m)

commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or

 

(n)

take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations or warranties of GRP contained in this Agreement untrue or incorrect.

 

(a)

GRP and MGOL, and their respective affiliates, officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Third Party Acquisition, except to the extent that any Third Party Acquisition would be completed post Merger with the Parties herein.

 

(a)

Between the date hereof and the Effective Time, MGOL will give GRP and its authorized representatives, and GRP will give MGOL and its authorized representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of itself and its subsidiaries, will permit the other party to make such inspections as such party may reasonably require and will cause its officers and those of its subsidiaries to furnish the other party with such financial and operating data and other information with respect to the business and properties of itself and its subsidiaries as the other party may from time to time reasonably request.

 

(b)

Between the date hereof and the Effective Time, MGOL shall make available to GRP, and GRP will make available to MGOL, within 25 business days after the end of each quarter, quarterly statements prepared by such party (in conformity with its past practices) as of the last day of the period then ended.

 

(c)

Each of the parties hereto will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it in connection with the transactions contemplated by this Agreement.

 

(a)

To the extent, if any, not provided by an existing right under one of the parties’ directors and officers liability insurance policies, from and after the Effective Time, MGOL and SUB CO shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer or employee of the parties hereto or any subsidiary thereof (each an “Indemnified Party” and, collectively, the ‘‘Indemnified Parties”) against all losses, expenses (including reasonable attorneys’ fees and expenses), claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement arising out of actions or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time) that are in whole or in part (i) based on, or arising out of the fact that such person is or was a director, officer or employee of such party or a subsidiary of such party or (ii) based on, arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such loss expense, claim, damage or liability (whether or not arising before the Effective Time), (i) MGOL shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to MGOL, promptly after statements therefore are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the NGCL or its certificate of incorporation or bylaws, (ii) MGOL will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the NGCL and MGOL’s certificate of incorporation or bylaws shall be made by independent counsel mutually acceptable to MGOL and the Indemnified Party; provided, however, that MGOL shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, conflict on any significant issue between positions of any two or more Indemnified Parties.

 

 (b)

In the event MGOL or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of MGOL shall assume the obligations set forth in this Section 4.11.

 

(c)

To the fullest extent permitted by law, from and after the Effective Time, all rights to indemnification now existing in favor of the employees, agents, directors or officers of MGOL and GRP and their subsidiaries with respect to their activities as such prior to the Effective Time, as provided in MGOL’s and GRP’s certificate of incorporation or bylaws, or articles of organization or operating agreement, in effect on the date thereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.

 

(d)

The provisions of this Section 4.11 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives.

 

(a)

this Agreement shall have been approved and adopted by the requisite vote of the stockholders and Members of SUB CO and GRP;

 

(b)

this Agreement shall have been approved and adopted by the Board of Directors of MGOL, SUB CO and managing members of GRP;

 

(c)

no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger;

 

(d)

any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and

 

(a)

the representations of GRP contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on GRP) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing GRP shall have delivered to MGOL a certificate to that effect;

 

(b)

each of the covenants and obligations of GRP to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing GRP shall have delivered to MGOL a certificate to that effect;

 

 (c)

GRP shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the Merger as relates to any obligation, right or interest of GRP under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of MGOL, individually or in the aggregate, have a Material Adverse Effect on GRP;

 

(d)

GRP shall have obtained the cancellation of all options, warrants, or other agreements relating to the right to receive securities of GRP, except as such rights are set forth in the GRP schedules as attached hereto;

 

(e)

GRP shall have obtained, form all GRP Members, a signed Approval, Release, and Acknowledgement of Accredited Investors Status:

 

(f)

GRP shall have agreed to comply with the post closing conditions (the “Post Closing Conditions”) as set forth in the Post Closing Conditions Schedule;  and

 

(g)

there shall have been no events, changes or effects with respect to GRP having or which could reasonably be expected to have a Material Adverse Effect on GRP.

 

(a)

the representations of MGOL and SUB CO contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on MGOL) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing MGOL shall have delivered to GRP a certificate to that effect;

 

(b)

each of the covenants and obligations of MGOL to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing MGOL shall have delivered to GRP a certificate to that effect;

 

(c)

MGOL shall have obtained a cancellation of 1,000,000 shares of restricted common stock held in the name of Stoecklein Law Group;

 

(d)

MGOL shall have obtained a written Termination Agreement from Stephen Causey, President and CEO of MGOL, and a cancellation of 7,500,000 shares of common stock held by Mr. Causey pursuant to the terms and conditions of the Termination Agreement;

 

(e)

MGOL shall have raised sufficient capital to operate MGOL, for a period satisfactory to GPR, and

 

(f)

there shall have been no events, changes or effects with respect to MGOL having or which could reasonably be expected to have a Material Adverse Effect on MGOL.

 

(a)

by mutual written consent of MGOL and GRP;

 

(b)

by GRP or MGOL if (i) any court of competent jurisdiction in the United States or other United States Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become non-appealable or (ii) the Merger has not been consummated by August 15, 2009; provided, however, that no party may terminate this Agreement pursuant to this clause (ii) if such party’s failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date;

 

(c)

by MGOL if (i) there shall have been a breach of any representation or warranty on the part of GRP set forth in this Agreement, or if any representation or warranty of GRP shall have become untrue, in either case such that the conditions set forth in Section 5.2(a) would be incapable of being satisfied by August 1, 2009 (or as otherwise extended), (ii) there shall have been a breach by GRP of any of their respective covenants or agreements hereunder having a Material Adverse Effect on GRP or materially adversely affecting (or materially delaying) the consummation of the Merger, and GRP, as the case may be, has not cured such breach within 20 business days after notice by MGOL thereof, provided that MGOL has not breached any of its obligations hereunder, (iii) GRP shall have failed to acquire the cancellation of any options, warrants, except as set forth in the disclosure schedule.

 

(d)

by GRP if (i) there shall have been a breach of any representation or warranty on the part of MGOL or SUB CO set forth in this Agreement, or if any representation or warranty of MGOL or SUB CO shall have become untrue, in either case such that the conditions set forth in Section 5.3(a) would be incapable of being satisfied by August 1, 2009 (or as otherwise extended), (ii) there shall have been a breach by MGOL or SUB CO of its covenants or agreements hereunder having a Material Adverse Effect on MGOL or materially adversely affecting (or materially delaying) the consummation of the Merger, and MGOL, as the case may be, has not cured such breach within twenty business days after notice by GRP thereof, provided that GRP has not breached any of its obligations hereunder, (iii) the MGOL Board shall have recommended to SUB CO’s stockholders a Superior Proposal, (iv) the MGOL Board shall have withdrawn, modified or changed its approval or recommendation of this Agreement or the Merger or shall have failed to call, give notice of, convene or hold a stockholders’ meeting to vote upon the Merger, or shall have adopted any resolution to effect any of the foregoing, (v) GRP shall have failed to obtain the requisite vote of its Members or (vi) SUB CO shall have failed to obtain the requisite vote of its stockholders.

 

(a)

“affiliate” means (except as otherwise provided in Sections 2.19 and 3.19) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person;

 

(b)

“business day” means any day other than a day on which Nasdaq is closed;

 

(c)

“capital stock” means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof;

 

(d)

“knowledge’’ or “known’’ means, with respect to any matter in question, if an executive officer of MGOL or its subsidiaries, or GRP, as the case may be, has actual knowledge of such matter;

 

(e)

“person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity; and

 

(f)

“subsidiary” or “subsidiaries” of MGOL, GRP or any other person, means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which MGOL, GRP or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the capital stock, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

Schedule 2.1 Organization

See Amended Articles/Bylaws/Minutes

Schedule 2.2(c) Subsidiary

Boatatopia Sub Co – 100% owned

Schedule 2.6 Consents & Approvals

None Required – Board Approval of MGOL

Shareholder approval of Boatatopia Sub Co

Schedule 2.7 No Default

None Exist

Schedule 2.8 No Undisclosed Liability

None Exist

Schedule 2.9 Litigation

None Exist

Schedule 2.10 Compliance with Applicable Law

Not Applicable

Schedule 2.11 Employee Benefit Plans

Section 2.11(a) Not Applicable – None Exist

Section 2.11(b) No Benefit Plans Exist

Section 2.11(c) No Options Exist

Section 2.11(d) No Agreements Exist

Schedule 2.12 Environmental Laws/ Regulations

Not Applicable

Schedule 2.13 Tax Matters

None Exist; however tax returns have not been filed.

Schedule 2.14 Title to Property

None Exist

Schedule 2.15(c) Intellectual Property

None Exist

Schedule 2.16 Insurance

None Exist

Schedule 2.17 Vote Required

See Boatatopia Sub Co Stockholder Meeting

Certificate

Directors Approval of MGOL

Schedule 2.18 Tax Treatment

Not Applicable

Schedule 2.19 Affiliates

Steve Causey

Schedule 2.20 Certain Business Practices

None Exist

Schedule 2.21 Insider Interest

None Exist

Schedule 2.22 Opinion of Financial Adviser

Waived – None Exist

Schedule 2.23 Broker

None Exist

Schedule 4.1 Conduct of Business

None Exist

1.  

The transfer by the Members/Shareholders of Camicol SA of all rights and incidents of ownership of Camicol SA to GRP;

2.  

The transfer by the Members/Shareholders of Globiet of all rights and incidents of ownership of Globiet to GRP;

3.  

The transfer by the Members/Shareholders of Minatura Colombia of all rights and incidents of ownership of Minatura Colombia to GRP;

4.  

The transfer by the Members/Shareholders of PPM of all rights and incidents of ownership of PPM to GRP.

5.  

The transfer by the Members/Shareholders of Spotwell corporation of all rights and incidents of ownership of Spotwell to GRP.

6.  

The transfer of ownership of all rights and incidents of ownership of any related Colombian entities wherein such incidents of ownership are related to GRP and or any of its subsidiaries, or intended subsidiaries.