organetix_8k-ex0401.htm


    EXHIBIT
4.1


    SHARE
EXCHANGE AGREEMENT

    


    This
Share Exchange Agreement (the “Agreement”) dated as of the 5th day of
June 2008, by and among Organetix, Inc., a Delaware corporation having its
offices at c/o Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Fl.,
New York, NY 10006 (the “Company”),
Seafarer Explorations, Inc., a Florida corporation, and the shareholders of
Seafarer Explorations, Inc. named on the signature page of this Agreement
(collectively, the “Shareholders”
and each, individually, a “Shareholder”).

    


    WITNESSETH:

    


    WHEREAS,
the Shareholders are the holders of all of the issued and outstanding capital
stock (the “Seafarer
Shares”) of Seafarer;

     

    WHEREAS,
the Shareholders are acquiring a controlling interest in the Company;
and

     

    WHEREAS,
the Company is willing to issue shares of its common stock, par value $0.0001
per share (the “Common
Stock”), to the Shareholders in consideration for all of the Seafarer
Shares;

     

    NOW,
THEREFORE, for the mutual consideration set out herein, the parties agree as
follows:

     

    1.    Exchange of
Shares.

     

    (a)    Issuance of Shares by the
Company. On and subject to the conditions set forth in this Agreement,
the Company will issue to the Shareholders, pro-rata, in exchange for 18,905,083
Seafarer Shares, which represents all of the issued and outstanding capital
stock of Seafarer, 131,243,235 shares of Common Stock (the “Company
Shares”).  The Company Shares will be issued to the
Shareholders in the amounts set forth after their respective names in Schedule
I to this Agreement.

     

    (b)    Transfer of Seafarer Shares
by the Shareholders. Subject to the conditions set forth in this
Agreement, the Shareholders will transfer to the Company all of the Seafarer
Shares in exchange for the Company Shares.  Each Shareholder holds the
number of Seafarer Shares set forth after his or her name in Schedule
I to this Agreement.

     

    (c)    Closing. The issuance
of the Common Stock to the Shareholders and the transfer of the Seafarer Shares
to the Company will take place at a closing (the “Closing”)
to be held at the office of Sichenzia Ross Friedman Ference, LLP, 61 Broadway,
32nd
Floor, New York, New York 10006 as soon as possible after or contemporaneously
with the satisfaction or waiver of all of the conditions to closing set forth in
Section 6 of this Agreement (the “Closing
Date”).

     

    2.    Representations and
Warranties of the Company. The Company hereby represents, warrants,
covenants and agrees as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a)   Organization and
Authority.

     

    
      	
              (i)         
        

            	
              The
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware.  The Company
      does not have any equity investment or other interest, direct or indirect,
      in, or any outstanding loans, advances or guarantees to or on behalf of,
      any domestic or foreign corporation, limited liability company,
      association, partnership, joint venture or other entity. 

            


    

    


    
      	
              (ii)        
        

            	
              Complete
      and correct copies of the Company’s certificate of incorporation and
      by-laws are available for review on the EDGAR system maintained by the
      U.S. Securities and Exchange Commission (the “Commission”).

            


    

    


    
      	
              (iii)       
        

            	
              The
      Company has full power and authority to carry out the transactions
      provided for in this Agreement, and this Agreement constitutes the legal,
      valid and binding obligations of the Company, enforceable in accordance
      with its terms, except as enforceability may be limited by bankruptcy,
      insolvency and other laws of general application affecting the enforcement
      of creditor’s rights and except that any remedies in the nature of
      equitable relief are in the discretion of the court.  All
      necessary action required to be taken by the Company for the consummation
      of the transactions contemplated by this Agreement has been
      taken.

            


    

    


    
      	
              (iv)       
        

            	
              The
      execution and performance of this Agreement will not constitute a breach
      of any agreement, indenture, mortgage, license or other instrument or
      document to which the Company is a party or by which its assets and
      properties are bound, and will not violate any judgment, decree, order,
      writ, rule, statute, or regulation applicable to the Company or its
      properties.  The execution and performance of this Agreement
      will not violate or conflict with any provision of the certificate of
      incorporation or by-laws of the
Company.

            


    

    


    
      	
              (v)       
        

            	
              The
      Company Shares, when issued pursuant to this Agreement, will be duly and
      validly authorized and issued, fully paid and non-assessable. The issuance
      of the Company Shares to Shareholders is exempt from the registration
      requirements of the Securities Act of 1933, as amended (the “Securities
      Act”), pursuant to an exemption provided by Section 4(2) and Rule
      506 promulgated thereunder.

            


    

    


    
      	
              (vi)      
        

            	
              The
      authorized Common Stock consists of 500,000,000 shares of common stock,
      par value $0.0001 per share, of which 125,621,114 shares are presently
      outstanding and 50,000,000 blank check preferred stock, par value $0.0001
      per share, of which none have been designated or issued.  The
      Company has no outstanding or authorized warrants, options, other rights
      to purchase or otherwise acquire capital stock or any other securities of
      the Company, preemptive rights, rights of first refusal, registration
      rights or related commitments of any nature.  All issued and
      outstanding Common Stock was either (i) registered under the Securities
      Act, or (ii) issued pursuant to valid exemptions from registration
      thereunder.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	
              (vii)     
        

            	
              No
      consent, approval or agreement of any person, party, court, governmental
      authority, or entity is required to be obtained by the Company in
      connection with the execution and performance by the Company of this
      Agreement or the execution and performance by the Company of any
      agreements, instruments or other obligations entered into in connection
      with this Agreement.

            


    

    


    
      	
              (viii)    
        

            	
              The
      Company Shares, when issued to the Shareholders, will be free and clear of
      all liens, claims and encumbrances, and will be deemed to be fully paid
      and nonassessable.

            


    

     

    (b)   SEC
Documents.

    


    
      	
              (i)         
        

            	
              The
      Company is current with its reporting obligations under the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”).  None of the Company’s filings made pursuant to
      the Exchange Act (collectively, the “Company
      SEC Documents”) contains any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading.  The Company SEC
      Documents, as of their respective dates, complied in all material respects
      with the requirements of the Exchange Act, and the rules and regulations
      of the Commission thereunder, and are available on the Commission’s EDGAR
      system.

            


    

    


    
      	
              (ii)        
        

            	
              The
      Company SEC Documents include the Company’s audited consolidated financial
      statements for the fiscal years ended December 31, 2007 and 2006
      (collectively, the “Financial
      Statements”), including, in each case, a balance sheet and the
      related statements of income, stockholders’ equity and cash flows for the
      period then ended, together with the related notes.  The
      Financial Statements are in accordance with all books, records and
      accounts of the Company, are true, correct and complete and have been
      prepared in accordance with GAAP, consistently applied.  The
      Financial Statements present fairly the financial position of the Company
      at the respective balance sheet dates, and fairly present the results of
      the Company’s operations, changes in stockholders’ equity and cash flows
      for the periods covered.

            


    

    


    
      	
              (iii)       
        

            	
              At
      the close of business on March 31, 2008, the Company did not have any
      material liabilities, absolute or contingent, of the type required to be
      reflected on balance sheets prepared in accordance with GAAP which are not
      fully reflected, reserved against or disclosed on the March 31, 2008
      balance sheet.  The Company has not guaranteed or assumed or
      incurred any obligation with respect to any debt or obligations of any
      person or entity, except endorsements made in the ordinary course of
      business in connection with the deposit of items for
      collection.  The Company does not have any debts, contracts,
      guaranty, standby, indemnity or hold harmless commitments, liabilities or
      obligations of any kind, character or description, whether accrued,
      absolute, contingent or otherwise, or due or to become due, and not
      heretofore paid or discharged.

            


    

    


    
      (c)   Absence of
Changes.  Since December 31, 2007, except as set forth in the
Company SEC Documents, there have not been:

    

    


    
      	
              (i)            

            	
              any
      changes in the consolidated assets, liabilities, or financial condition of
      the Company, except changes in the ordinary course of business which do
      not and will not have a material adverse effect on the
      Company;

            


    

    


    
      	
              (ii)        
        

            	
              any
      damages, destruction, or losses, whether or not covered by insurance,
      materially and adversely affecting the assets or financial condition of
      the Company (as conducted and as proposed to be
  conducted);

            


    

    


    
      	
              (iii)       
        

            	
              any
      changes or amendments to a material contract, charter document or
      arrangement not in the ordinary course of business to which the Company is
      a party other than contracts which are to be terminated at or prior to the
      Closing;

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	
              (iv)       
        

            	
              any
      loans made by the Company to any of affiliate of the Company or any of the
      Company’s employees, officers, directors, shareholders or any of its
      affiliates;

            


    

    


    
      	
              (v)           

            	
              any
      declarations or payments of any dividend or other distribution or any
      redemption of any capital stock of the
Company;

            


    

    


    
      	
              (vi)       
        

            	
              any
      sales, transfers, or leases of any of the Company’s assets other than in
      the ordinary course of business;

            


    

    


    
      	
              (vii)      
        

            	
              any
      other events or conditions of any character which might have a material
      adverse effect on the Company;

            


    

    


    
      	
              (viii)        

            	
              any
      satisfactions or discharges of any lien, claim or encumbrance or payment
      of any obligation by Company except in the ordinary course of business and
      that is not material to the assets or financial condition of the Company;
      or

            


    

    


    
      	
              (ix)        
        

            	
              any
      agreements or commitments by the Company to do any of the things described
      in this Section 2(c).

            


    

     

    (d)   Property.  Except
as set forth in the Company SEC Documents, the Company does not own any real
estate and is not a party to any lease agreement.

     

    (e)   Taxes.  The
Company has filed all federal, state, county and local income, excise,
franchise, property and other tax, governmental and/or related returns, forms,
or reports, which are due or required to be filed by it prior to the date
hereof, except where the failure to do so would have no material adverse impact
on the Company, and has paid or made adequate provision in the financial
statement included in the Company SEC Documents for the payment of all taxes,
fees, or assessments which have or may become due pursuant to such returns or
pursuant to any assessments received.  The Company is not delinquent
or obligated for any tax, penalty, interest, delinquency or charge.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (f)   Contracts and
Commitments.  Except as contemplated under this Agreement or
set forth in the Company SEC Documents, the Company is not a party to any
material contract or agreement.

     

    (g)   No
Defaults.  The Company is not in violation of its certificate
of incorporation or by-laws or any judgment, decree or order, applicable to
it.

     

    (h)   Litigation.  There
are no material (i.e., claims which, if adversely determined based on the
amounts claimed, would exceed five thousand dollars ($5,000) in the aggregate)
claims, actions, suits, proceedings, inquiries, labor disputes or investigations
(whether or not purportedly on behalf of the Company) pending or, to Company’s
knowledge, threatened against the Company or any of its assets, at law or in
equity or by or before any governmental entity or in arbitration or
mediation.

     

    (i)    Compliance with
Laws.  The Company, to its knowledge, is in full compliance
with all laws applicable to it (including, without limitation, with respect to
zoning, building, wages, hours, hiring, firing, promotion, equal opportunity,
pension and other benefit, immigration, nondiscrimination, warranties,
advertising or sale of products, trade regulations, anti-trust or control and
foreign exchange or, to the Company’s knowledge, environmental, health and
safety requirements).

     

    (j)    Contracts and
Commitments.  The Company is not a party to any contract of
agreement other than agreements that will be terminated at or prior to the
Closing.

     

    (k)    Intellectual
Property.  The Company has no intellectual property
rights.

     

    (l)    No
Broker.  Neither the Company nor any of its agents or employees
has employed or engaged any broker or finder or incurred any liability for any
brokerage fees, commissions or finders’ fees in connection with the transactions
contemplated by this Agreement.  The Company shall indemnify and hold
the Shareholders harmless against any loss, damage, liability or expense,
including reasonable fees and expenses of counsel, as a result of any brokerage
fees, commissions or finders’ fees which are due as a result of the consummation
of the transaction contemplated by this Agreement.

     

    (m)    Reliance by
Shareholders.  The representations and warranties set forth in
this Section 2 taken together, do not contain any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
contained herein and therein, when taken together, not misleading, and there is
no fact which materially and adversely affects the business, operations or
financial condition of the Company.  Shareholders may rely on the
representations set forth in this Section 2 notwithstanding any investigation it
may have made.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (n)    Percentage Ownership of
Company Shares. When issued, the Company Shares will constitute 49% of
the total Common Stock of the Company that is issued and
outstanding.

    


    3.    Representations and
Warranties of the Shareholders. Each of the Shareholders hereby
represents, warrants, covenants and agrees as follows:

     

    (a)    Authority.  The
Shareholder has the right, power, authority and capacity to execute and deliver
this Agreement, to consummate the transactions contemplated by this Agreement,
and to perform the Shareholder’s obligations under this
Agreement.  Assuming this Agreement has been duly and validly
authorized, executed and delivered by the Company, this Agreement constitutes
the legal, valid and binding obligation of the Shareholder, enforceable against
the Shareholder in accordance with its terms, except as such enforcement is
limited by general equitable principles, or by bankruptcy, insolvency and other
similar laws affecting the enforcement of creditors rights
generally.

     

    (b)    No
Conflict.  Neither the execution or delivery by the Shareholder
of this Agreement, nor the consummation or performance by the Shareholder of the
transactions contemplated hereby or thereby will, directly or indirectly, (a)
contravene, conflict with, constitute a default (or an event or condition which,
with notice or lapse of time or both, would constitute a default) under, any
agreement or instrument to which the Shareholder is a party or to which the
Seafarer Shares are subject; or (b) contravene, conflict with, or result in a
violation of, any law to which the Shareholder may be subject.

     

    (c)    Ownership of
Shares.  The Shareholder owns, of record and beneficially, and
has good, valid and indefeasible title to and the right to transfer to the
Company pursuant to this Agreement, the Seafarer Shares free and clear of any
and all liens, claims and encumbrances.  There are no options, rights,
voting trusts, stockholder agreements or any other contracts or understandings
to which the Shareholder is a party or by which the Shareholder or the Seafarer
Shares are bound with respect to the issuance, sale, transfer, voting or
registration of the Seafarer Shares.  Upon delivery of the Seafarer
Shares to the Company, the Company will acquire good, valid and marketable title
to the Seafarer Shares free and clear of any and all liens, claims and
encumbrances.

     

    (d)    Litigation.  There
is no pending action, claim or proceeding against the Shareholder that involves
the Seafarer Shares or that challenges, or may have the effect of preventing,
delaying or making illegal, or otherwise interfering with, any of the
transactions contemplated by this Agreement and, to the knowledge of the
Shareholder, no such action, claim or proceeding has been threatened, and no
event or circumstance exists that is reasonably likely to give rise to or serve
as a basis for the commencement of any such action, claim or
proceeding.

     

    (e)    No Brokers or
Finders.  No person or entity has, or as a result of the
transactions contemplated herein will have, any right or valid claim against the
Shareholder or the Company for any commission, fee or other compensation as a
finder or broker, or in any similar capacity, and the Shareholder will indemnify
and hold the Company harmless against any liability or expense suffered or
incurred by the Company as a result of such representation being untrue in any
respect.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (f)    Investment
Representations.  The Shareholder hereby represents and
warrants to the Company:

     

    i.    Acknowledgment.  The
Shareholder understands and agrees that the Company Shares to be issued pursuant
to this Agreement have not been registered under the Securities Act or the
securities laws of any state of the U.S. and that the issuance of the Company
Shares is being effected in reliance upon an exemption from registration
afforded either under Section 4(2) of the Securities Act for transactions by an
Company not involving a public offering or Regulation S for offers and sales of
securities outside the U.S.

     

    ii.    Status.  By
its execution of this Agreement, the Shareholder represents and warrants to the
Company that the Shareholder is an Accredited Investor and that the Company
Shares are being offered and transferred to the Shareholder in reliance upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Shareholder set forth in this
Agreement, in order that the Company may determine the applicability and
availability of the exemptions from registration of the Company Shares on which
the Company is relying.

     

    iii.    Additional Representations
and Warranties of the Shareholder as an Accredited
Investor.  The Shareholder, by indicating that the Shareholder
is an Accredited Investor on his signature page to this Agreement, further makes
the representations and warranties to the Company set forth on Exhibit
A attached hereto and made a part hereof.

     

    iv.    Stock
Legends.  The Shareholder hereby agrees with the Company as
follows:

     

    (1)    Securities Act  Legend - Accredited
Investors.  The certificates evidencing the
Company Shares issued to the Shareholder, and each certificate issued in
connection with any transfer thereof, will bear the following
legend:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    (2)    Other
Legends.  The certificates representing such Company Shares,
and each certificate issued in transfer thereof, will also bear any other legend
required under any applicable Law, including, without limitation, any U.S. state
corporate and state securities law, or contract.

     

    (3)    Opinion.  The
Shareholder shall not transfer any or all of the Company Shares pursuant to
Regulation S or absent an effective registration statement under the Securities
Act and applicable state securities law covering the disposition of the Company
Shares, without first providing the Company with an opinion of counsel (which
counsel and opinion are reasonably satisfactory to the Company) to the effect
that such transfer will be made in compliance with Regulation S or will be
exempt from the registration and the prospectus delivery requirements of the
Securities Act and the registration or qualification requirements of any
applicable U.S. state securities laws.

     

    (4)    Consent.  The
Shareholder understands and acknowledges that the Company may refuse to transfer
the Company Shares, unless the Shareholder complies with this Section 4.2.4 and
any other restrictions on transferability set forth in Exhibit
A.  The Shareholder consents to the Company making a notation
on its records or giving instructions to any transfer agent of the Company’s
common stock in order to implement the restrictions on transfer of the Company
Shares.

     

    v.    Representation as to
Affiliate Status.  The Shareholder hereby represents and
warrants to the Company that The Shareholder is not an Affiliate of
Seafarer.

     

    4.    Closing
Deliveries.

     

    (a)    On the
Closing Date, the Company shall deliver or cause to be delivered to each
Shareholder (the following being the “Company
Deliverables”):

     

    (i)    a certificate
registered in the name of each Shareholder representing the number of Company
Shares set forth on Schedule
I to which it is entitled;

     

    (ii)    a copy of the
legal opinion of counsel to the Company, reasonably acceptable to the
Shareholders, as to the issuance of the Company Shares; and

     

    (iii)    a copy of the
undated letters of resignation from each of the directors and officers of the
Company.

     

    (b)   On the Closing
Date, each Shareholder and Seafarer shall deliver or cause to be delivered to
the Company (the following being the “Shareholder
Deliverables”):

     

    (i)    fully
executed and duly authorized transaction documents, including this Share
Exchange Agreement and all other ancillary documents and resolutions required by
the Company.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (ii)    the
certificates representing 100% of the Seafarer Shares or, if any certificate is
lost, as to such certificate, the affidavit (in form and substance reasonably
satisfactory to the Company, and prepared by the Company for the Shareholder) of
the Shareholder unable to deliver such certificate.

    


    6.    Conditions to the Obligation
of the Shareholders to Close.  The obligations of Shareholders
under this Agreement are subject to the satisfaction of the following conditions
unless waived by Shareholders:

     

    a.    Representations and
Warranties.  On the Closing Date, the representations and
warranties of the Company shall be true and correct in all material respects on
and as of the Closing Date with the same force and effect as if made on such
date, and the Company shall have performed all of their respective obligations
required to be performed by them pursuant to this Agreement at or prior to the
Closing Date, and Shareholders shall have received a certificate of the Company
to such effect and as to any other matters set forth in this
Agreement.

     

    b.    No Material Adverse
Change.  No Material Adverse Change in the business or
financial condition of the Company shall have occurred or be threatened since
the date of this Agreement, and no action, suit or proceedings shall be
threatened or pending before any court of governmental agency or authority or
regulatory body seeking to restraint, prohibition or the obtain damages or other
relief in connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or that, if adversely decided, has or may have a
Material Adverse Effect.

     

    c.    Company
Deliverables.  The Shareholders shall have received the Company
Deliverables.

     

    d.    Resignations.  All
officers and directors of the Company shall have tendered an undated letter of
resignation.

     

    e.    Elections and
Appointments.  The following individuals shall have been
elected as directors of the Company effective as of the Closing
Date:

     

    Kyle Kennedy, Chairman of
the Board

     

    James
Alexander, Director

     

    Pelle
Ojasu, Director

     

    7.    Accredited Investor
Status.

     

    By
countersigning this Agreement, each of the Shareholders, severally and not
jointly, represents that such Shareholder is an accredited investor as such is
defined in Regulation D promulgated under the Securities Act of 1933 as amended,
because such Shareholder fits one of the definitions set forth in Exhibit A
attached hereto.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
8.    Notices.  All
notices, requests and other communications to any party hereunder shall be in
writing and either delivered personally, telecopied or sent by certified or
registered mail, postage prepaid,

     

    if to
Seafarer:

     

    100 2nd Avenue
South

    STE 104N

    St. Petersburg, FL
33701

    (t)
727.502.0508

    (f)
727.502.0858

     

    if to the
Company:

     

    Sichenzia
Ross Friedman Ference, LLP

    61
Broadway, 32nd
Fl.

    New York,
New York 10006

    Attention:
Jonathan R. Shechter, Esq.

    (t)
212.930.9700

    (f)
2112.930.9725

    


    or such
other address or fax number as such party may hereafter specify for the purpose
by notice to the other parties hereto.  All such notices, requests and
other communications shall be deemed received on the date delivered personally
or by overnight delivery service or telecopied or, if mailed, five business days
after the date of mailing if received prior to 5 p.m. in the place of receipt
and such day is a business day in the place of receipt.  Otherwise,
any such notice, request or communication shall be deemed not to have been
received until the next succeeding business day in the place of
receipt

    


    9.    Miscellaneous.

     

    (a)    This
Agreement constitutes the entire agreement between the parties relating to the
subject matter hereof, superseding any and all prior or contemporaneous oral and
prior written agreements, understandings and letters of intent. This Agreement
may not be modified or amended nor may any right be waived except by a writing
which expressly refers to this Agreement, states that it is a modification,
amendment or waiver and is signed by all parties with respect to a modification
or amendment or the party granting the waiver with respect to a waiver. No
course of conduct or dealing and no trade custom or usage shall modify any
provisions of this Agreement.

     

    (b)    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely
within such State.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (c)    This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.

     

    (d)    This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
document.

     

    (e)    The various
representations, warranties, and covenants set forth in this Agreement or in any
other writing delivered in connection therewith shall survive the issuance of
the Shares.

     

    


     

    


     

    


     

    [Signature
Page Follows]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Share Exchange Agreement the day
and year first above written.

     

     

    
      	 	ORGANETIX,
      INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Seth
      Shaw	 
	 	 	Seth
      Shaw	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


    

     

     

    
      
        	 	SEAFARER
      EXPLORATION, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Kyle
      Kennedy	 
	 	 	Kyle
      Kennedy	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


      

    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
SHAREHOLDER
SIGNATURE PAGE TO

    SEAFARER
EXPLORATION, INC. / ORGANETIX, INC.

     SHARE
EXCHANGE AGREEMENT

    


     

    _____________________________

    Am-Asia
Consulting, Inc.

    


    _____________________________

    Brill,
Frank

    


    _____________________________

    Carbaugh,
Richard T. Jr.

     

    _____________________________

    Coon,
Bob

    


    _____________________________

    Credo
Argentarius                                                                

    


    _____________________________

    De Leo,
Arthur

    


    _____________________________

    Expo
Trade Auto, LLC

    


    _____________________________

    Fessler,
Mark

     

    _____________________________

    Foley,
Aaron

     

    _____________________________

    Gadzhiev,
Arif

    


    _____________________________

    Gillespie,
David

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    _____________________________

    Halprin,
Natalya

    


    _____________________________

    Holm,
Tarmo

    
_____________________________

    Kennedy,
David

    


    _____________________________

    Kennedy,
Kara A.

    


    _____________________________

    Kennedy,
Krystal

    


    _____________________________

    Kopper,
Ivo

    


    _____________________________

    Kurmakajev,
Eduard

    


    _____________________________

    Kuznetsov,
Phillip

    


    _____________________________

    Lantern
Rock Limited

    


    _____________________________

    Laynor,
Jeremy

    


    _____________________________

    Lewis,
David

    


    _____________________________

    Lindskog,
David L.

    


    _____________________________

    Little,
Robert

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    _____________________________

    Mae,
Mait                                                                

    


    _____________________________

    Makofske,
Ruth

    


    _____________________________

    McCann,
Adam Richard

    


    _____________________________

    Neel,
Jerry Jr.

    


    _____________________________

    Ojasu,
Olle

    


    _____________________________

    Ojasu,
Pelle

    


    _____________________________

    Ordinat,
Yuriy

    


    _____________________________

    OU
Treasury Development

    


    _____________________________

    Partel,
Marek

     

    _____________________________

    Pecoraro,
Mary

    


    _____________________________

    Pfeiffer,
Robert

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    _____________________________

    Prikk,
Kaarel

    


    _____________________________

    Reynolds,
Scott

    


    _____________________________

    Rogers,
Joseph

    


    _____________________________

    Soom,
Varje

    


    _____________________________

    Tangredi,
Patricia K. & Timothy N.

    


    _____________________________

    Tsernjavski,
Tarmo

    


    _____________________________

    Vahi,
Kristjan T.

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    Schedule
I

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
Exhibit
A

    


    Accredited
investors

    


    A Person
who meets any one of the following tests is an accredited investor:

    


    (a) The
Person is an individual who has a net worth, or joint net worth with the
Person’s spouse, of at least $1,000,000.

    


    (b) The
Person is an individual who had individual income of more than $200,000 (or
$300,000 jointly with the Person’s spouse) for the past two years, and the
Person has a reasonable expectation of having income of at least $200,000 (or
$300,000 jointly with the Person’s spouse) for the current year.

    


    (c) The
Person is an officer or director of the Company.

    


    (d) The
Person is a bank as defined in section 3(a)(2) of the Securities Act or any
savings and loan association or other institution as defined in section
3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
capacity.

    


    (e) The
Person is a broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934.

    


    (f) The
Person is an insurance company as defined in section 2(13) of the Securities
Act.                   

    


    (g) The
Person is an investment company registered under the Investment Company Act of
1940 or a business development company as defined in section 2(a)(48) of that
Act.

    


    (h) The
Person is a small Business Investment Company licensed by the U.S. Small
Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958.

    


    (i) The
Person is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such Act, which is either a bank,
savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons that are accredited investors.

     

    (j) The
Person is a private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940.

     

    (k) The
Person is an organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000.

     

    (l) The
Person is a trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person as described in Rule 506(b)(2)(ii) of the Commission
under the Securities Act.

     

    (m) The
Person is an entity in which all of the equity owners are accredited investors
(i.e., all of the equity owners meet one of the tests for an accredited
investor).

     

    If an
individual Person qualifies as an accredited investor, such individual may
purchase the Shares in the name of his or her individual retirement account
(“IRA”).