exhibit10-1.htm


     

     

    
      

      

    

     

    


    SPLIT-OFF
AGREEMENT

    


    SPLIT-OFF AGREEMENT, dated as
of September 22, 2008 (this “Agreement”), by and among Atlantic Wine Agencies,
Inc., a Florida corporation (the “Seller”), Fairhurst Properties S.A. (the
“Purchaser”) and Mount Rozier Estates (Pty) Limited and Mount Rozier Properties
(Pty) Limited (the “Subsidiaries”).

    


    R
E C I T A L S:

    


    WHEREAS, Seller is the owner of
all of the issued and outstanding capital stock of the Subsidiaries. Seller has
no other businesses or operations;

    


    WHEREAS, the Seller owes the
Purchaser approximately $350,000;

    


    WHEREAS, Purchaser desires to
purchase the Shares (as defined in Section 1.1) from
Seller, and to assume, as between Seller and Purchaser, all responsibilities for
any debts, obligations and liabilities of the Subsidiaries, on the terms and
subject to the conditions specified in this Agreement; and

    


    WHEREAS, Seller desires to
sell and transfer the Shares to the Purchaser, on the terms and subject to the
conditions specified in this Agreement;

    


    NOW, THEREFORE, in
consideration of the premises and the covenants, promises, and agreements herein
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, agree as follows.

     

    I. PURCHASE
AND SALE OF STOCK.

     

          1.1 Purchased
Shares. Subject to the terms and conditions provided below, Seller shall
sell and transfer to Purchaser and Purchaser shall purchase from Seller, on the
Closing Date (as defined in Section 1.3), (i) all
the issued and outstanding shares of capital stock of each of the Subsidiaries
(the “Shares”) and (ii) all amounts owed by the Subsidiaries to the Seller
including, but not limited to, loans in the amount of approximately R12,521,900
or $1,615,729 (as of March 31, 2008) from the Seller to Mount Rozier Properties
(Pty) Limited and approximately R8,500,431 or $ 1,096,829 (as of March 31, 2008)
from the Seller to Mount Rozier Estates (Pty) Limited (the
“Loans”).

     

    1.2 Purchase
Price. The purchase price for the Shares and the Loans shall be a release
(in the form of Exhibit A hereto) forgiving all debt owed by the Seller to the
Purchaser (approximately in the amount of $350,000) (the “Promissory Note
Release”), deliverable as provided in Section 2.2, and the assumption of all the
liabilities of the Subsidiaries which as of June 30, 2008 were approximately
$1,520,276.

     

    1.3 Closing.
The closing of the transactions contemplated in this Agreement (the “Closing”)
shall take place on the execution of this Agreement. The date on which the
Closing occurs shall be referred to herein as the Closing Date (the “Closing
Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    II. CLOSING.

     

    2.1 Transfer
of Shares. At the Closing, Seller shall deliver to Purchaser (i) a
certificate representing the Shares, duly endorsed to Purchaser or as directed
by Purchaser, which delivery shall vest Purchaser with good and marketable title
to all of the issued and outstanding shares of capital stock of each Subsidiary,
free and clear of all liens and encumbrances and (ii) any documents evidencing
the Loans, if any, and endorsed as necessary.

     

    2.2 Payment
of Purchase Price. At the Closing, Purchaser shall deliver to Seller a
Promissory Note Release.

     

    2.3 Transfer
of Records. On or before the Closing, Seller shall arrange for transfer
to the Subsidiaries of all existing corporate books and records in Seller’s
possession relating to each of the Subsidiaries and its business, including but
not limited to all agreements, litigation files, real estate files, inventory,
personnel files and filings with governmental agencies; provided, however, when any such
documents relate to both Seller and a Subsidiary, only copies of such documents
need be furnished. On or before the Closing, Purchaser and the Subsidiaries
shall transfer to Seller all existing corporate books and records in the
possession of Purchaser or the Subsidiaries relating to Seller, including but
not limited to all corporate minute books, stock ledgers, certificates and
corporate seals of Seller and all agreements, litigation files, real property
files, personnel files and filings with governmental agencies; provided, however, when any such
documents relate to both Seller and a Subsidiary or its business, only copies of
such documents need be furnished.

     

    III. PURCHASER’S
REPRESENTATIONS AND WARRANTIES. Purchaser represents and warrants to
Seller that:

     

    3.1 Capacity
and Enforceability. Purchaser has the legal capacity to execute and
deliver this Agreement and the documents to be executed and delivered by
Purchaser at the Closing pursuant to the transactions contemplated hereby. This
Agreement and all such documents constitute valid and binding agreements of
Purchaser, enforceable in accordance with their terms.

     

    3.2 Compliance.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby by Purchaser will result in the breach of any
term or provision of, or constitute a default under, or violate any agreement,
indenture, instrument, order, law or regulation to which Purchaser is a party or
by which Purchaser is bound.

     

    3.3 Purchase
for Investment. Purchaser is financially able to bear the economic risks
of acquiring an interest in the Subsidiaries and the other transactions
contemplated hereby, and has no need for liquidity in this investment. Purchaser
has such knowledge and experience in financial and business matters in general
and with respect to businesses of a nature similar to the business of the
Subsidiaries so as to be capable of evaluating the merits and risks of, and
making an informed business decision with regard to, the acquisition of the
Shares and the Loans. Purchaser is acquiring the Shares and the Loans solely for
his own account and not with a view to or for resale in connection with any
distribution or public offering thereof, within the meaning of any applicable
securities laws and regulations, unless such distribution or offering is
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or an exemption from such registration is available. Purchaser has
(i) received all the information he has deemed necessary to make an
informed investment decision with respect to the acquisition of the Shares and
the Loans; (ii) had an opportunity to make such investigation as he has
desired pertaining to the Subsidiaries and the acquisition of an interest
therein and to verify the information which is, and has been, made available to
him; and (iii) had the opportunity to ask questions of Seller concerning
the Subsidiaries. Purchaser acknowledges that Purchaser is an officer and
director of Seller and the Subsidiaries and, as such, has actual knowledge of
the business, operations and financial affairs of the Subsidiaries. Purchaser
has received no public solicitation or advertisement with respect to the offer
or sale of the Shares or the Loans. Purchaser realizes that the Shares and the
Loans are “restricted securities” as that term is defined in Rule 144
promulgated by the Securities and Exchange Commission under the Securities Act,
the resale of the Shares or the Loans is restricted by federal and state
securities laws and, accordingly, the Shares or the Loans must be held
indefinitely unless their resale is subsequently registered under the Securities
Act or an exemption from such registration is available for their resale.
Purchaser understands that any resale of the Shares or the Loans by him must be
registered under the Securities Act (and any applicable state securities law) or
be effected in circumstances that, in the opinion of counsel for the
Subsidiaries at the time, create an exemption or otherwise do not require
registration under the Securities Act (or applicable state securities laws).
Purchaser acknowledges and consents that certificates now or hereafter issued
for the Shares or the Loans will bear a legend substantially as
follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR
QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE
EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144
THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE
SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE
AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
VIOLATE THE SECURITIES LAWS.

     

    Purchaser
understands that the Shares and the Loans are being sold to him pursuant to the
exemption from registration contained in Section 4(1) of the Securities Act and
that the Seller is relying upon the representations made herein as one of the
bases for claiming the Section 4(1) exemption.

     

    3.4 Liabilities.
Following the Closing, Seller will have no liability for any debts, liabilities
or obligations of either of the Subsidiaries or its business or activities, and
there are no outstanding guaranties, performance or payment bonds, letters of
credit or other contingent contractual obligations that have been undertaken by
Seller directly or indirectly in relation to either of the Subsidiaries or its
business and that may survive the Closing.

     

     

    IV. SELLER’S
AND the SUBSIDIARIES’ REPRESENTATIONS AND WARRANTIES. Seller and each of
the Subsidiaries, jointly and severally, represent and warrant to Purchaser
that:

     

    4.1 Organization
and Good Standing. Seller is a corporation duly incorporated, validly
existing, and in good standing under the laws of the State of Florida. Mount
Rozier Estates (Pty) Limited is a corporation duly incorporated, validly
existing and in good standing under the laws of South Africa Mount Rozier
Properties (Pty) Limited is a corporation duly incorporated, validly existing
and in good standing under the laws of South Africa.

     

    4.2 Authority
and Enforceability. The execution and delivery of this Agreement and the
documents to be executed and delivered at the Closing pursuant to the
transactions contemplated hereby, and performance in accordance with the terms
hereof and thereof, have been duly authorized by Seller and all such documents
constitute the valid and binding agreements of Seller enforceable in accordance
with their terms.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    4.3 Title to
Shares. Seller is the sole record and beneficial owner of the Shares. At
Closing, Seller will have good and marketable title to the Shares, which Shares
are, and at the Closing will be, free and clear of all options, warrants,
pledges, claims, liens and encumbrances, and any restrictions or limitations
prohibiting or restricting transfer to Purchaser, except for restrictions on
transfer as contemplated by Section 3.3 above.
The Shares constitute all of the issued and outstanding shares of capital stock
of the Subsidiaries.

    


    4.4           Right to Loans.  At
Closing, the Seller is the sloe party entitled to receive the amounts set forth
in the Loans.  At the Closing, the Loans will be, free and clear of
all options, warrants, pledges, claims, liens and encumbrances, and any
restrictions or limitations prohibiting or restricting transfer to Purchaser,
except for restrictions on transfer as contemplated by Section 3.3
above.

    


    V. OBLIGATIONS
OF PURCHASER PENDING CLOSING. Purchaser covenants and agrees that between
the date hereof and the Closing:

     

    5.1 Not
Impair Performance. Purchaser shall not take any intentional action that
would cause the conditions upon the obligations of the parties hereto to effect
the transactions contemplated hereby not to be fulfilled, including, without
limitation, taking or causing to be taken any action that would cause the
representations and warranties made by any party herein not to be true, correct
and accurate as of the Closing, or in any way impairing the ability of Seller to
satisfy its obligations as provided in Article
VI.

     

    5.2 Assist
Performance. Purchaser shall exercise its reasonable best efforts to
cause to be fulfilled those conditions precedent to Seller’s obligations to
consummate the transactions contemplated hereby which are dependent upon actions
of Purchaser and to make and/or obtain any necessary filings and consents in
order to consummate the sale transaction contemplated by this
Agreement.

     

    VI. OBLIGATIONS
OF SELLER PENDING CLOSING. Seller covenants and agrees that between the
date hereof and the Closing:

     

    6.1 
Business as Usual. Each of the Subsidiaries shall operate and Seller
shall cause each of the Subsidiaries to operate in accordance with past
practices and shall use best efforts to preserve its goodwill and the goodwill
of its employees, customers and others having business dealings with each of the
Subsidiaries. Without limiting the generality of the foregoing, from the date of
this Agreement until the Closing Date, each of the Subsidiaries shall
(a) make all normal and customary repairs to its equipment, assets and
facilities, (b) keep in force all insurance, (c) preserve in full
force and effect all material franchises, licenses, contracts and real property
interests and comply in all material respects with all laws and regulations,
(d) collect all accounts receivable and pay all trade creditors in the
ordinary course of business at intervals historically experienced, and
(e) preserve and maintain its assets in their current operating condition
and repair, ordinary wear and tear excepted. Each of the Subsidiaries shall not
(i) amend, terminate or surrender any material franchise, license, contract
or real property interest, or (ii) sell or dispose of any of its assets
except in the ordinary course of business. None of the Subsidiaries nor the
Purchaser shall take or omit to take any action that results in Seller incurring
any liability or obligation prior to or in connection with the
Closing.

     

    6.2 Not
Impair Performance. Seller shall not take any intentional action that
would cause the conditions upon the obligations of the parties hereto to effect
the transactions contemplated hereby not to be fulfilled, including, without
limitation, taking or causing to be taken any action which would cause the
representations and warranties made by any party herein not to be materially
true, correct and accurate as of the Closing, or in any way impairing the
ability of Purchaser to satisfy his obligations as provided in Article
V.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3 Assist
Performance. Seller shall exercise its reasonable best efforts to cause
to be fulfilled those conditions precedent to Purchaser’s obligations to
consummate the transactions contemplated hereby which are dependent upon the
actions of Seller and to work with Purchaser to make and/or obtain any necessary
filings and consents. Seller shall cause each of the Subsidiaries to comply with
its obligations under this Agreement.

     

    VII. SELLER’S
AND THE SUBSIDIARIES’ CONDITIONS PRECEDENT TO CLOSING. The obligations of
Seller and each of the Subsidiaries to close the transactions contemplated by
this Agreement are subject to the satisfaction at or prior to the Closing of
each of the following conditions precedent (any or all of which may be waived by
Seller in writing):

     

    7.1 Representations
and Warranties; Performance. All representations and warranties of
Purchaser contained in this Agreement shall have been true and correct, in all
material respects, when made and shall be true and correct, in all material
respects, at and as of the Closing, with the same effect as though such
representations and warranties were made at and as of the Closing. Purchaser
shall have performed and complied with all covenants and agreements and
satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by Purchaser at or prior to the
Closing.

     

    7.2 Additional
Documents. Purchaser shall deliver or cause to be delivered such
additional documents as may be necessary in connection with the consummation of
the transactions contemplated by this Agreement and the performance of their
obligations hereunder.

     

    7.3 Release
by the Subsidiaries. At the Closing, each of the Subsidiaries shall
execute and deliver to Seller a general release (in the form of Exhibit B)which
in substance and effect releases Seller from any and all liabilities and
obligations that Seller may owe to that Subsidiary in any capacity and from any
and all claims that such Subsidiary may have against Seller or its respective
officers, directors, stockholders, employees and agents (other than those
arising pursuant to this Agreement or any document delivered in connection with
this Agreement).

     

    VIII. PURCHASER’S
CONDITIONS PRECEDENT TO CLOSING. The obligation of Purchaser to close the
transactions contemplated by this Agreement is subject to the satisfaction at or
prior to the Closing of each of the following conditions precedent (any and all
of which may be waived by Purchaser in writing):

     

    8.1 Representations
and Warranties; Performance. All representations and warranties of Seller
and each of the Subsidiaries contained in this Agreement shall have been true
and correct, in all material respects, when made and shall be true and correct,
in all material respects, at and as of the Closing with the same effect as
though such representations and warranties were made at and as of the Closing.
Seller and the Subsidiaries shall have performed and complied with all covenants
and agreements and satisfied all conditions, in all material respects, required
by this Agreement to be performed or complied with or satisfied by them at or
prior to the Closing.

     

    IX. OTHER
AGREEMENTS.

     

    9.1 Expenses.
Each party hereto shall bear its expenses separately incurred in connection with
this Agreement and with the performance of its obligations
hereunder.

     

    9.2 [Reserved]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.3 Brokers’
Fees. No party to this Agreement has employed the services of a broker
and each agrees to indemnify the other against all claims of any third parties
for fees and commissions of any brokers claiming a fee or commission related to
the transactions contemplated hereby.

     

    9.4 Access
to Information Post-Closing; Cooperation.

     

    (a) Following
the Closing, Purchaser and the Subsidiaries shall afford to Seller and its
authorized accountants, counsel, and other designated representatives reasonable
access (and including using reasonable efforts to give access to persons or
firms possessing information) and duplicating rights during normal business
hours to allow records, books, contracts, instruments, computer data and other
data and information (collectively, “Information”) within the possession or
control of Purchaser or the Subsidiaries insofar as such access is reasonably
required by Seller. Information may be requested under this Section 9.4(a) for,
without limitation, audit, accounting, claims, litigation and tax purposes, as
well as for purposes of fulfilling disclosure and reporting obligations and
performing this Agreement and the transactions contemplated hereby. No files,
books or records of either of the Subsidiaries existing at the Closing Date
shall be destroyed by Purchaser or that Subsidiary after Closing but prior to
the expiration of any period during which such files, books or records are
required to be maintained and preserved by applicable law without giving the
Seller at least 30 days’ prior written notice, during which time Seller shall
have the right to examine and to remove any such files, books and records prior
to their destruction.

     

    (b) Following
the Closing, Seller shall afford to each of the Subsidiaries and its authorized
accountants, counsel and other designated representatives reasonable access
(including using reasonable efforts to give access to persons or firms
possessing information) duplicating rights during normal business hours to
Information within Seller’s possession or control relating to the business of
that Subsidiary. Information may be requested under this Section 9.4(b) for,
without limitation, audit, accounting, claims, litigation and tax purposes as
well as for purposes of fulfilling disclosure and reporting obligations and for
performing this Agreement and the transactions contemplated hereby. No files,
books or records of either of the Subsidiaries existing at the Closing Date
shall be destroyed by Seller after Closing but prior to the expiration of any
period during which such files, books or records are required to be maintained
and preserved by applicable law without giving the Purchaser at least 30 days
prior written notice, during which time Purchaser shall have the right to
examine and to remove any such files, books and records prior to their
destruction.

     

    (c) At
all times following the Closing, Seller, Purchaser and the Subsidiaries shall
use reasonable efforts to make available to the other party on written request,
the current and former officers, directors, employees and agents of Seller or
the Subsidiaries for any of the purposes set forth in Section 9.4(a) or (b)
above or as witnesses to the extent that such persons may be reasonably be
required in connection with any legal, administrative or other proceedings in
which Seller or the Subsidiaries may from time to be involved.

     

    (d) The
party to whom any Information or witnesses are provided under this Section 9.4 shall
reimburse the provider thereof for all out-of-pocket expenses actually and
reasonably incurred in providing such Information or witnesses.

     

    (e) Seller,
Purchaser, the Subsidiaries and their respective employees and agents shall each
hold in strict confidence all Information concerning the other party in their
possession or furnished by the other or the other’s representative pursuant to
this Agreement with the same degree of care as such party utilizes as to such
party’s own confidential information (except to the extent that such Information
is (i) in the public domain through no fault of such party or
(ii) later lawfully acquired from any other source by such party), and each
party shall not release or disclose such Information to any other person, except
such party’s auditors, attorneys, financial advisors, bankers, other consultants
and advisors or persons with whom such party has a valid obligation to disclose
such Information, unless compelled to disclose such Information by judicial or
administrative process or, as advised by its counsel, by other requirements of
law.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) Seller,
Purchaser and the Subsidiaries shall each use their best efforts to forward
promptly to the other party all notices, claims, correspondence and other
materials which are received and determined to pertain to the other
party.

     

    9.5 Guarantees,
Surety Bonds and Letter of Credit Obligations. In the event that Seller
is obligated for any debts, obligations or liabilities of either of the
Subsidiaries by virtue of any outstanding guarantee, performance or surety bond
or letter of credit provided or arranged by Seller on or prior to the Closing
Date, Purchaser and such Subsidiary shall use best efforts to cause to be issued
replacements of such bonds, letters of credit and guarantees and to obtain any
amendments, novations, releases and approvals necessary to release and discharge
fully Seller from any liability thereunder following the Closing. Purchaser and
such Subsidiary, jointly and severally, shall be responsible for, and shall
indemnify, hold harmless and defend Seller from and against, any costs or losses
incurred by Seller arising from such bonds, letters of credits and guarantees
and any liabilities arising therefrom and shall reimburse Seller for any
payments that Seller may be required to pay pursuant to enforcement of its
obligations relating to such bonds, letters of credit and
guarantees.

     

    9.6 Filings
and Consents. Purchaser, at its risk, shall determine what, if any,
filings and consents must be made and/or obtained prior to Closing to consummate
the purchase and sale of the Shares and the Loans. Purchaser shall indemnify the
Seller Indemnified Parties (as defined in Section 11.1 below)
against any Losses (as defined in Section 11.1 below)
incurred by any Seller Indemnified Parties by virtue of the failure to make
and/or obtain any such filings or consents. Recognizing that the failure to make
and/or obtain any filings or consents may cause Seller to incur Losses or
otherwise adversely affect Seller, Purchaser and each of the Subsidiaries
confirm that the provisions of this Section 9.6 will not
limit Seller’s right to treat such failure as the failure of a condition
precedent to Seller’s obligation to close pursuant to Article VII
above.

    


    9.7 Insurance.
Purchaser acknowledges that on the Closing Date, effective as of the Closing,
all insurance coverage and bonds provided by Seller for each of the
Subsidiaries, and all certificates of insurance evidencing that either of the
Subsidiaries maintains any required insurance by virtue of insurance provided by
Seller, will terminate with respect to any insured damages resulting from
matters occurring subsequent to Closing.

     

    9.8 Agreements
Regarding Taxes.

     

    (a) Tax
Sharing Agreements. Any tax sharing agreement between Seller and the
Subsidiaries is terminated as of the Closing Date and will have no further
effect for any taxable year (whether the current year, a future year, or a past
year).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (b) Returns
for Periods Through the Closing Date. Seller will include the income and
loss of each of the Subsidiaries (including any deferred income triggered into
income by Reg. §1.1502-13 and any excess loss accounts taken into income under
Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all
periods through the Closing Date and pay any federal income taxes attributable
to such income. Seller and each of the Subsidiaries agree to allocate income,
gain, loss, deductions and credits between the period up to Closing (the
“Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”)
based on a closing of the books of each of the Subsidiaries and both Seller and
each of the Subsidiaries agree not to make an election under Reg.
§1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss,
deduction and credit. Seller, each of the Subsidiaries and Purchaser agree to
report all transactions not in the ordinary course of business occurring on the
Closing Date after Purchaser’s purchase of the Shares and the Loans on each of
the Subsidiaries’ tax returns to the extent permitted by Reg.
§1.1502-76(b)(1)(ii)(B). Purchaser agrees to indemnify Seller for any additional
tax owed by Seller (including tax owned by Seller due to this indemnification
payment) resulting from any transaction engaged in by either of the Subsidiaries
during the Pre-Closing Period or on the Closing Date after Purchaser’s purchase
of the Shares and the Loans. Each of the Subsidiaries will furnish tax
information to Seller for inclusion in Seller’s consolidated federal income tax
return for the period which includes the Closing Date in accordance with such
Subsidiary’s past custom and practice.

     

    (c) Audits.
Seller will allow each of the Subsidiaries and its counsel to participate at
each of the Subsidiaries’ expense in any audits of Seller’s consolidated federal
income tax returns to the extent that such audit raises issues that relate to
and increase the tax liability of that Subsidiary. Seller shall have the
absolute right, in its sole discretion, to engage professionals and direct the
representation of Seller in connection with any such audit and the resolution
thereof, without receiving the consent of Purchaser or that Subsidiary or any
other party acting on behalf of Purchaser or that Subsidiary, provided that
Seller will not settle any such audit in a manner which would materially
adversely affect that Subsidiary after the Closing Date unless such settlement
would be reasonable in the case of a person that owned that Subsidiary both
before and after the Closing Date. In the event that after Closing any tax
authority informs the Purchaser or either of the Subsidiaries of any notice of
proposed audit, claim, assessment, or other dispute concerning an amount of
taxes which pertain to the Seller, or to a Subsidiary during the period prior to
Closing, Purchaser or such Subsidiary must promptly notify the Seller of the
same within 15 calendar days of the date of the notice from the tax authority.
In the event Purchaser or such Subsidiary does not notify the Seller within such
15 day period, Purchaser and such Subsidiary, jointly and severally, will
indemnify the Seller for any incremental interest, penalty or other assessments
resulting from the delay in giving notice. To the extent of any conflict or
inconsistency, the provisions of this Section 9.8 shall
control over the provisions of Section 11.2
below.

     

     (d) Cooperation
on Tax Matters. Purchaser, Seller and each of the Subsidiaries shall
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with the filing of tax returns pursuant to this Section and any
audit, litigation or other proceeding with respect to taxes. Such cooperation
shall include the retention and (upon the other party’s request) the provision
of records and information which are reasonably relevant to any such audit,
litigation or other proceeding and making employees available on a mutually
convenient basis to provide additional information and explanation of any
material provided hereunder. Each of the Subsidiaries shall (i) retain all
books and records with respect to tax matters pertinent to it relating to any
taxable period beginning before the Closing Date until the expiration of the
statute of limitations (and, to the extent notified by Seller, any extensions
thereof) of the respective taxable periods, and to abide by all record retention
agreements entered into with any taxing authority, and (ii) give Seller
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the Seller so requests, Purchaser agrees to cause
each of the Subsidiaries to allow Seller to take possession of such books and
records.

     

    X. TERMINATION.
This Agreement may be terminated at, or at any time prior to, the Closing by
mutual written consent of Seller and Purchaser.

     

    If this
Agreement is terminated as provided herein, it shall become wholly void and of
no further force and effect and there shall be no further liability or
obligation on the part of any party except to pay such expenses as are required
of such party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    XI. INDEMNIFICATION.

     

    11.1 Indemnification
by Purchaser. Purchaser covenants and agrees to indemnify, defend,
protect and hold harmless Seller, and its officers, directors, employees,
stockholders, agents, representatives and affiliates (collectively, together
with Seller, the “Seller Indemnified Parties”) at all times from and after the
date of this Agreement from and against all losses, liabilities, damages,
claims, actions, suits, proceedings, demands, assessments, adjustments, costs
and expenses (including specifically, but without limitation, reasonable
attorneys’ fees and expenses of investigation), whether or not involving a third
party claim and regardless of any negligence of any Seller Indemnified Party
(collectively, “Losses”), incurred by any Seller Indemnified Party as a result
of or arising from (i) any breach of the representations and warranties of
Purchaser set forth herein or in certificates delivered in connection herewith,
(ii) any breach or nonfulfillment of any covenant or agreement (including
any other agreement of Purchaser to indemnify Seller set forth in this
Agreement) on the part of Purchaser under this Agreement, (iii) any debt,
liability or obligation of either of the Subsidiaries, (iv) the conduct and
operations of the business of each of the Subsidiaries whether before or after
Closing, (v) claims asserted against either of the Subsidiaries whether
before or after Closing, or (vi) any federal or state income tax payable by
Seller and attributable to the transaction contemplated by this
Agreement.

     

    11.2 Third
Party Claims.

     

    (a) Defense.
If any claim or liability (a “Third-Party Claim”) should be asserted against any
of the Seller Indemnified Parties (the “Indemnitee”) by a third party after the
Closing for which Purchaser has an indemnification obligation under the terms of
Section 11.1,
then the Indemnitee shall notify Purchaser and each of the Subsidiaries (the
“Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third
party (said notification being referred to as a “Claim Notice”) and give the
Indemnitor a reasonable opportunity to take part in any examination of the books
and records of the Indemnitee relating to such Third-Party Claim and to assume
the defense of such Third-Party Claim and in connection therewith and to conduct
any proceedings or negotiations relating thereto and necessary or appropriate to
defend the Indemnitee and/or settle the Claim. The expenses (including
reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits
or settlements with respect to any Third-Party Claim shall be borne by the
Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party
Claim in writing within 20 days after the Claim Notice of such Third-Party Claim
has been delivered, through counsel reasonably satisfactory to Indemnitee, then
the Indemnitor shall be entitled to control the conduct of such defense, and any
decision to settle such Third-Party Claim, and shall be responsible for any
expenses of the Indemnitee in connection with the defense of such Third-Party
Claim so long as the Indemnitor continues such defense until the final
resolution of such Third-Party Claim. The Indemnitor shall be responsible for
paying all settlements made or judgments entered with respect to any Third-Party
Claim the defense of which has been assumed by the Indemnitor. Except as
provided on subsection (b) below, both the Indemnitor and the Indemnitee must
approve any settlement of a Third Party Claim. A failure by the Indemnitee to
timely give the Claim Notice shall not excuse Indemnitor from any
indemnification liability except only to the extent that the Indemnitor is
materially and adversely prejudiced by such failure.

     

    (b) Failure
to Defend. If the Indemnitor shall not agree to assume the defense of any
Third-Party Claim in writing within 20 days after the Claim Notice of such
Third-Party Claim has been delivered, or shall fail to continue such defense
until the final resolution of such Third-Party Claim, then the Indemnitee may
defend against such Third-Party Claim in such manner as it may deem appropriate
and the Indemnitee may settle such Third-Party Claim on such terms as it may
deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
amount of all settlement payments and expenses, legal and otherwise, incurred by
the Indemnitee in connection with the defense or settlement of such Third-Party
Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
shall satisfy any judgment rendered with respect to such Third-Party Claim
before the Indemnitee is required to do so, and pay all expenses, legal or
otherwise, incurred by the Indemnitee in the defense against such Third-Party
Claim.

     

    11.3 Non-Third-Party
Claims. Upon discovery of any claim for which Purchaser has an
indemnification obligation under the terms of Section 11.3 which
does not involve a claim by a third party against the Indemnitee, the Indemnitee
shall give prompt notice to Purchaser of such claim and, in any case, shall give
Purchaser such notice within 30 days of such discovery. A failure by Indemnitee
to timely give the foregoing notice to Purchaser shall not excuse Purchaser from
any indemnification liability except to the extent that Purchaser is materially
and adversely prejudiced by such failure.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    11.4 Survival.
Except as otherwise provided in this Section 11.4, all
representations and warranties made by Purchaser, each of the Subsidiaries and
Seller in connection with this Agreement shall survive the Closing. Anything in
this Agreement to the contrary notwithstanding, the liability of all Indemnitors
under this Article
XI shall terminate on the third (3rd)
anniversary of the Closing Date, except with respect to (a) liability for
any item as to which, prior to the third (3rd)
anniversary of the Closing Date, any Indemnitee shall have asserted a Claim in
writing, which Claim shall identify its basis with reasonable specificity, in
which case the liability for such Claim shall continue until it shall have been
finally settled, decided or adjudicated, (b) liability of any party for
Losses for which such party has an indemnification obligation, incurred as a
result of such party’s breach of any covenant or agreement to be performed by
such party after the Closing, (c) liability of Purchaser for Losses
incurred by a Seller Indemnified Party due to breaches of their representations
and warranties in Article III of this
Agreement, and (d) liability of Purchaser for Losses arising out of
Third-Party Claims for which Purchaser has an indemnification obligation, which
liability shall survive until the statute of limitation applicable to any third
party’s right to assert a Third-Party Claim bars assertion of such
claim.

     

    XII. MISCELLANEOUS.

     

    12.1 [Reserved]

    


    12.2 Exercise
of Rights and Remedies. Except as otherwise provided herein, no delay of
or omission in the exercise of any right, power or remedy accruing to any party
as a result of any breach or default by any other party under this Agreement
shall impair any such right, power or remedy, nor shall it be construed as a
waiver of or acquiescence in any such breach or default, or of any similar
breach or default occurring later; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default occurring before or
after that waiver.

     

    12.3 Time.
Time is of the essence with respect to this Agreement.

     

    12.4 Reformation
and Severability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified
in such manner as to be valid, legal and enforceable but so as to most nearly
retain the intent of the parties, and if such modification is not possible, such
provision shall be severed from this Agreement, and in either case the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    12.5 Further
Acts. Seller, Purchaser and each of the Subsidiaries shall execute any
and all documents and perform such other acts which may be reasonably necessary
to effectuate the purposes of this Agreement.

     

    12.6 Entire
Agreement; Amendments. This Agreement contains the entire understanding
of the parties relating to the subject matter contained herein. This Agreement
cannot be amended or changed except through a written instrument signed by all
of the parties hereto.

     

    12.7 Assignment.
No party may assign his or its rights or obligations hereunder, in whole or in
part, without the prior written consent of the other parties.

     

    12.8 Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to principles of
conflicts or choice of laws thereof.

     

    12.9 Counterparts.
This Agreement may be executed in one or more counterparts, with the same effect
as if all parties had signed the same document. Each such counterpart shall be
an original, but all such counterparts taken together shall constitute a single
agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page was an original
thereof.

    


    12.10 Section
Headings and Gender. The Section headings used herein are inserted for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. All personal pronouns used in this Agreement
shall include the other genders, whether used in the masculine, feminine or
neuter, and the singular shall include the plural, and vice versa, whenever and as
often as may be appropriate.

     

    12.11 Submission
to Jurisdiction; Process Agent; No Jury Trial.

     

    (a) Each
party to the Agreement hereby submits to the jurisdiction of any state or
federal court sitting in the County of Los Angeles in the State of California,
in any action arising out of or relating to this Agreement and agrees that all
claims in respect of the action may be heard and determined in any such court.
Each party to the Agreement also agrees not to bring any action arising out of
or relating to this Agreement in any other court. Each party to the Agreement
agrees that a final judgment in any action so brought will be conclusive and may
be enforced by action on the judgment or in any other manner provided at law or
in equity. Each party to the Agreement waives any defense of inconvenient forum
to the maintenance of any action so brought and waives any bond, surety, or
other security that might be required of any other Party with respect
thereto.

     

    (b) EACH
PARTY TO THE AGREEMENT HEREBY AGREES TO WAIVE HIS OR HER RIGHTS TO JURY TRIAL OF
ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver is
intended to be all encompassing of any and all actions that may be filed in any
court and that relate to the subject matter of the transactions, including,
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Each party to the Agreement hereby acknowledges that this
waiver is a material inducement to enter into a business relationship and that
they will continue to rely on the waiver in their related future dealings. Each
party to the Agreement further represents and warrants that it has reviewed this
waiver with its legal counsel, and that each knowingly and voluntarily waives
its jury trial rights following consultation with legal counsel. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement of
any action, this Agreement may be filed as a written consent to trial by a
court.

    


    12.13 Construction.
The parties hereto have participated jointly in the negotiation and drafting of
this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the parties hereto and
no presumption or burden of proof will arise favoring or disfavoring any party
because of the authorship of any provision of this Agreement. Any reference to
any federal, state, local, or foreign law will be deemed also to refer to law as
amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly
so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which that party has not breached will not detract from or
mitigate the fact that such party is in breach of the first representation,
warranty, or covenant.

     

    


    [Signature
page follows this page.]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    IN WITNESS WHEREOF, the
parties hereto have hereunto set their hands as of the day and year first above
written.

     

    


    ATLANTIC
WINE AGENCIES, INC.

    


     

    By:


                  /s/ Adam Mauerberger

    Name:                              Adam
Mauerberger 

    Title:                                President,
Chief Executive Officer 

     

    FAIRHURST
PROPERTIES, S.A.

    


     

    By:                        /s/ Adam
Maurberger                                                                

    Name:                                Adam
Mauerberger

     

    MOUNT
ROZIER ESTATES (PTY) LIMITED

    


    


    By:                        /s/ Adam
Maurberger                                                                

    Name:                                Adam
Mauerberger

    


    


    MOUNT
ROZIER PROPERTIES (PTY) LIMITED

    


     

    By:                        /s/ Adam
Maurberger                                                                

    Name:                                Adam
Mauerberger

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    PROMISSORY
NOTE RELEASE

    


    BE IT
KNOWN, that Fairhurst Properties, S.A. (hereinafter referred to as "Releasor"),
for and in consideration of:

    


    (i) the shares of Mount Rozier
Estates (Pty) Limited and Mount Rozier Properties (Pty) Limited from Atlantic
Wine Agencies, Inc. (hereinafter referred to as "Releasee"), the receipt of
which is hereby acknowledged, and

    


    (ii) the transfer of all amounts owed
by Mount Rozier Estates (Pty) Limited and Mount Rozier Properties (Pty) Limited
to the Releasee, including, but not limited to, loans in the amount of
approximately R12,521,900 or $1,615,729 (as of March 31, 2008) from the Releasee
to Mount Rozier Properties (Pty) Limited and approximately R8,500,431 or $
1,096,829 (as of March 31, 2008) from the Releasee to Mount Rozier Estates (Pty)
Limited, the receipt of which is hereby acknowledged

    


    does
hereby remise, release, acquit, satisfy, and forever discharge the said
Releasee, of and from all manner of actions, causes of action, suits, debts,
covenants, contracts, controversies, agreements, promises, claims and demands
whatsoever (including, but not limited to, any principal or interest due under a
promissory note in the amount of $400,000 issued by Releasee to the Releasor on
January 11, 2008), which said Releasor ever had, now has, or which any personal
representative, successor, heir or assign of, or company or entity controlled
by, said Releasor, hereafter can, shall or may have, against said Releasee, by
reason of any matter, cause or thing whatsoever, from the beginning of time to
the date of this instrument.

    


    IN
WITNESS WHEREOF, the said Releasor has hereunto set hand and seal this 22nd day
of September 2008.

    


    


    RELEASOR

    


    


    


    _/s/ Adam
Maurberger___

    Fairhurst
Properties, S.A.

    By: Adam
Mauerberger

    Date:
September 22, 2008

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

    


    GENERAL
RELEASE

    


    BE IT
KNOWN, that [name of subsidiary] (hereinafter referred to as "Releasor"), for
and in consideration of the execution of a Split-Off Agreement with Atlantic
Wine Agencies, Inc. (hereinafter referred to as "Releasee"), [name of other
subsidiary] and Fairhurst Properties, S.A. and other consideration, the receipt
of which is hereby acknowledged, do each hereby remise, release, acquit,
satisfy, and forever discharge the said Releasee, of and from all manner of
actions, causes of action, suits, debts, covenants, contracts, controversies,
agreements, promises, claims and demands whatsoever, which said Releasor ever
had, now has, or which any personal representative, successor, heir or assign
of, or company or entity controlled by, said Releasor, hereafter can, shall or
may have, against said Releasee, by reason of any matter, cause or thing
whatsoever, from the beginning of time to the date of this
instrument.

    


    IN
WITNESS WHEREOF, the said Releasor has hereunto set hand and seal this 25th day
of August 2008.

    


    


    RELEASOR

    


    


    


    _________________________

    [Name of
Subsidiary]

    By: Adam
Mauerberger

    Title:

    Date:
August 25, 2008