ex10_1.htm


     

    
      

      

    

    
      MEMBERSHIP
INTEREST PURCHASE AGREEMENT

      


      This
Membership Interest Purchase Agreement (the "Agreement") is made as
of  the 31
day of March, 2008 (the "Effective Date"), by and
among NaturalShrimp Corporation, a Delaware corporation ("NSC'), NaturalShrimp
Holdings, Inc., the parent company of NSC ("Parent") , and Mr. Steven
J. Easterling, the sole member of Shrimp Station, LLC, a Texas limited liability
company ("Easterling")
(NSC, Parent and Easterling are collectively referred to herein as the
"Parties").

      


      RECITALS

      WHEREAS,
Easterling owns 100% of the membership interests of Shrimp tation, LLC;
and

      


      WHEREAS,
NSC desires to purchase from Easterling 50% of the membership interests of
Shrimp Station, LLC (the "Membership Interests) and
Easterling desires to sell to NSC the Membership Interests for the purchase
consideration of 175,000 shares of the common stock, $0.01 par value, of Parent
(the "Common Stock"),
as set forth below, upon the terms and subject to the conditions of this
Agreement.

      


      AGREEMENT

      For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

      


      1.
Sale.

      a. Membership Interests. Subject
to the terms and conditions of this Agreement, and the representations and
warranties herein contained, Easterling hereby agrees to sell, assign and
transfer the Membership

      Interests
to NSC, all such Membership Interests being hereby conveyed free and clear of
any lien, claim, encumbrance, charge, option or restriction of any nature
whatsoever.

      


      b. Common Stock. Subject to the
terms and conditions of this Agreement, and the representations and warranties
herein contained, Parent hereby agrees to sell, issue, assign and transfer the
Common stock to Easterling, all such Common Stock being hereby conveyed free and
clear of any lien, claim, encumbrance, charge, option or restriction of any
nature whatsoever.

      


      2.
Deliverables.

      a. On the
date hereof, Easterling shall deliver, or cause to be delivered, to NSC stock
certificates or such other documents or certificates representing the Membership
Interests either duly endorsed to NSC by the registered holder thereof or
accompanied by appropriate transfer powers duly executed.

      b. On the
date hereof, Parent shall deliver, or cause to be delivered, to Easterling a
stock certificate representing the Common Stock.

      


      3.
Representations and Warranties of Easterling. Easterling hereby represents and
warrants to NSC, as of the Effective Date, as follows: (i) Easterling is the
record owner of the Membership Interests as set forth in the above Recitals, all
of which are duly issued, (ii) Easterling has full legal power, right and
authority, and all authorizations and approvals to sell, transfer and deliver
good and valid title to the Membership Interests, free and clear of any
encumbrances pursuant to the terms of this Agreement, (iii) the Membership
Interests are free and clear of all security interests, liens (including any
federal tax liens or state inheritance tax liens), claims, options, commitments,
demands, charges, encumbrances, or covenants of any kind, (iv) except as
contemplated by this Agreement, there are no existing impediments to the sale
and transfer of the Membership Interests including, but not limited to, any
obligation of Easterling or Shrimp Station, LLC under any company agreement,
agreement among members or other such agreement granting rights of first refusal
to purchase the Membership Interests or any other such rights that require the
consent of any third party to enable Easterling to transfer the Membership
Interests as contemplated herein, (v) the Membership Interests represent 50% of
the membership interests of Shrimp Station, LLC and (vi) Easterling is an
"accredited investor" within the meaning of Rule 501 of Regulation D of the
Securities
Act of 1933, as presently in effect.

      


      4.
Conditions Precedent to Obligations of Easterling. The obligations of Easterling
hereunder are subject to the following conditions precedent: a. Performance. Each covenant
and agreement of NSC and Parent set forth in this Agreement to be performed on
or before the date hereof shall have been duly performed in all material
respects.

      


      b. No Violation of Statutes. Orders.
etc. There shall not be in effect any statute, rule, or regulation which
makes it illegal for Easterling to consummate the transactions contemplated
hereby, or any order, decree, or judgment enjoining Easterling from consummating
the transactions contemplated hereby.

      


      5.
Conditions Precedent to Obligations of NSC and Parent. The obligations ofNSC and
Parent hereunder are subject to the following conditions precedent:

      


      a. Performance. Each covenant
and agreement of Easterling set forth in this Agreement to be performed on or
before the date hereof shall have been duly performed in all material
respects.

      


      b. Representations and Warranties True.
The representations and warranties of Easterling contained in the
Agreement shall have been true in all material respects.

      


      c. No Violation of Statutes, Orders,
etc. There shall not be in effect any statute, rule, or regulation which
makes it illegal for NSC or Parent to consummate the transaction contemplated
hereby, or any order, decree, or judgment enjoining NSC or Parent from
consummating the transaction contemplated hereby.

      


      6.
Representation of the Parties.
The Parties hereby state and agree that they have had the opportunity to
discuss with legal counsel during the negotiation of this Agreement, all the
terms hereof, including any tax implications with respect to the above described
transactions, and state that they have had adequate representation and been
fully informed of their rights and obligations under this Agreement and under
all of the terms and provisions of any laws, regulations, statutes, and/or other
authority. The Parties further represent that they have had an opportunity to
review the financial condition of Shrimp Station, LLC and

      the
contractual obligations to which Shrimp Station, LLC is bound. They further
expressly state and agree that they have entered into this Agreement freely and
under no duress from any source whatsoever.

      


      7.
Indemnification.

      


      a. NSC's Indemnification Obligations.
NSC will indemnify and hold Easterling harmless from and pay any and all
damages directly or indirectly, resulting from, relating to, arising out of or
attributable to any

      of the
following: (i) any breach of any representation or warranty NSC or Parent has
made in this Agreement; and (ii) any breach, violation or default by NSC of any
covenant, agreement or obligation of NSC or Parent in this
Agreement.

      


      b. Easterling's Indemnification
Obligations. Easterling will indemnify and hold Parent and NSC and their
affiliates, and their respective officers, directors, managers, employees,
agents, representatives, controlling persons, stockholders and similarly
situated persons, harmless from and

      pay any
and all damages directly or indirectly, resulting from, relating to, arising out
of or attributable to any of the following: (i) any breach of any representation
or warranty that Easterling has made in this Agreement; and (ii) any breach,
violation or default by Easterling of any covenant, agreement or obligation of
Easterling in this Agreement.

      


      8.
Miscellaneous.

      


      a. Further Assurances. The
Parties will use reasonable efforts to implement the provisions of this
Agreement, and for such purpose a Party, at the request of the other Party,
will, without further consideration, promptly execute and deliver, or cause to
be executed and delivered, such consents and other instruments in addition to
those required by this Agreement, in form and substance satisfactory to the
other party, as is reasonably necessary to implement any provision of this
Agreement.

      


      b. Entire Agreement. This
Agreement constitutes the complete and exclusive statement of the agreement
between the Parties with respect to the subject matter herein set forth, and
supersedes all prior representations, warranties, discussions, and agreements by
and between the Parties.

      


      c. Amendments. This Agreement
may not be amended, altered, or terminated, except in writing and signed by each
of the Parties. d. Inurement.
This Agreement shall be binding upon the Parties hereto and their
respective heirs, executors, administrators, legal representatives, successors,
and assigns.

      


      e. Language. The language used
in this Agreement shall be deemed to be language chosen by the Parties thereto
to express their mutual intent, and no rule of strict construction against any
party shall apply to any term or condition thereof.

      


      f. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Texas.

      


      g. Gender. Wherever herein that
the singular number is used, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders, and vice versa,
as the context may require.

      


      h. Counterparts. This
Agreement may be executed in counterparts, each of which shall constitute an
original but all of which taken together shall constitute one
agreement.

      


      
        	
                i.  

              	
                Survival. All
      representations and warranties of the Parties herein, and all covenants
      and agreements herein not fully performed before the date hereof, shall
      survive such date.

              


      

      


      IN WITNESS WHEREOF, the
Parties have executed this Agreement on and as of the date first written
above.

      


      NATURAL
SHRIMP CORPORATION

      


      By: /s/ Bill G.
Williams

      Name:
Bill G. Williams

      Title:
Chief Executive Officer

      


      NATURAL
SHRIMP HOLDINGS, INC.

      


      By: /s/ Bill G.
Williams

      Name:
Bill G. William

      Title:
Chief Executive Officer

      


      SHRIMP
STATION, LLC

      


      By: /s/ Steven J. Easterling

      Name:
Steven J. Easterling

      Title:
Sole Member