Exhibit 99.1
Equity
Sale/Purchase Agreement
WITNESSETH
that
this Equity Purchase Agreement is made on this the 7th day of
October by and between Rotate Black, LLC (“Seller”), a
Michigan Limited Liability Company with principal offices at 13023
NE Hwy 99, Suite 7, MPB 282, Vancouver, Washington 98686, and,
Rotate Black, Inc. (“Buyer”), a Nevada Corporation with
principal offices at 932 Spring Street, Suite 215, Petoskey
Michigan 49770.
WHEREAS
Buyer
has made a bona fide offer to purchase one hundred percent (100%)
of Rotate Black, LLC’s ownership position in Rotate Black
India, Pte. Ltd. (“Acquired Company”), a joint venture
company with The Sandesh, Ltd., and,
WHEREAS
the
Seller has accepted the offer of the Buyer;
NOW
THEREFORE, Buyer and Seller
agree to the following terms and conditions:
1.
Definitions
:
“Acquired
Equity” shall mean Rotate Black, LLC’s Fifty Percent
(50%) interest in Acquired Company located in Ahmedabad,
India.
2.
“
Purchase:
a.
Buyer
hereby purchases all right, title and interest in all of the shares
held by Rotate Black, LLC in the Acquired Company, and becomes the
equal partner with Sandesh Ltd. In the Acquired Company as of the
Effective Date of this Agreement.
b.
Buyer
accepts all obligations of ownership of the Acquired Company
including any warranties, guarantees, representations made by the
Acquired Company, or by the Seller on behalf of the Acquired
Company.
c.
Buyer
acknowledges that Buyer has done due diligence with respects to the
assets and liabilities of the Acquired Company, and that Buyer has
expert knowledge about the state of the Acquired Company and its
operations.
d.
Buyer
acknowledges that the Acquired Company’s assets, liabilities,
plant, property, equipment, employees, included in the Purchase of
the Acquired Company’s stock, are sold AS IS and WHERE IS and
the Seller makes no warranties, representations or guarantees with
respect to any of the Assets or Liabilities of the Acquired
Company.
3.
Consideration for
Purchase : In
consideration of the Purchase, Buyer agrees to convey to
Seller:
a.
8,400,000 shares
of Buyer’s common stock valued at $0.50 per share no later
than 5:00 PM EST on Wednesday, October 7, 2008 (“Cutoff
Date”).
4.
Effective
Date : The Effective
Date and Time of this Agreement shall be October 7,
2008.
5.
Transfer of
Title, Securities and Licenses :
a.
All
right, title and interest in the Acquired Company transfers from
Seller to Buyer immediately
