Mutual Undertaking Agreement
THIS MUTUAL UNDERTAKING AGREEMENT (this "Agreement") is entered into as of
July 31st , 2006, between G/O International, Inc., a Colorado corporation (the
"Company"), and SH Celera Capital Corporation, a Maryland corporation or its
assigns (hereinafter referred to as "SH Celera").
RECITALS:
WHEREAS, pursuant to the Reorganization Plan and Agreement of even date
herewith, (the "Reorganization Agreement") between the Company, and SH Celera,
the Company has undertaken to commence an offering of a newly created class of
its Series A Preferred Stock pursuant to which the Company will raise not less
than $2,500,000 and up to $5,000,000 (the Contemplated Financing) and SH
Celera has undertaken and agreed, subject to the conditions set forth herein,
to deliver to G/O a total of 486,053 shares of its $0.001 par value per share
common stock for further distribution to the shareholders of G/O, as
determined at the time of the Closing of the Reorganization.
WHEREAS, each of the Company and SH Celera desire to set forth in greater
detail the terms of each of their undertakings as contained in the
Reorganization Agreement.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and in the
Reorganization Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Certain Definitions. As used in this Agreement (including the Recitals
above), the following terms shall have the following meanings (such meanings
to be equally applicable to both singular and plural forms of the terms
defined):
"Common Stock" shall mean shares of SH Celera's common stock.
"Covered Security" shall have the meaning set forth in Section 18 of the
Securities Act of 1933, as amended and the rules and regulations promulgated
thereunder.
"Due Date" shall mean the date that is two hundred and fifty five (255) days
after the date of this Mutual Undertaking Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.
"Exchange Act Registration" shall mean and refer to a registration by SH
Celera of its Common Stock pursuant to Section 13 or 15(d) of the Exchange
Act.
"Exchange Act Registration Filing Deadline" shall mean the date that is thirty
(30) days after the date of the Qualifying Event, subject to extension, as
provided herein.
"G/O" shall mean G/O International, Inc., a Colorado corporation.
"Listing Application Filing" shall mean and refer to the filing by SH Celera
of an application for listing with an exchange or market system that, upon
approval for listing, will qualify the SH Celera's shares of Common Stock, as
a Covered Security.
"Listing Application Filing Deadline" shall mean a date that is 30 days after
the completion of the Exchange Act Registration, subject to extension, as
provided herein.
"SH Celera" shall mean SH Celera Capital Corporation, a Maryland corporation.
"Qualifying Event" shall mean the development of assets and a financial
structure that, taken together, would qualify the shares of SH Celera's $0.001
par value per share common stock for listing on an exchange or trading market
that, upon such qualification, would qualify SH Celera's $0.001 par value per
share common stock, upon approval, as a "Covered Security," as defined in
Section 18 of the Securities Act.
"Register," "Registered," and "Registration" shall mean and refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, or the Exchange Act,
as the case may be, or any successor rule, and the declaration or ordering of
or automatic effectiveness of such registration statement or document.
"Registerable Securities" shall mean a total of 486,053 shares of the Common
Stock together with any capital stock issued in replacement of, in exchange
for or otherwise in respect of such Common Stock, that are issuable or issued
to G/O for distribution to the shareholders of G/O pursuant to the
Reorganization Agreement.
"Reorganization Agreement" shall mean that certain Reorganization Plan and
Agreement between SH Celera Capital Corporation and G/O International, Inc.,
of even date with the Mutual Undertaking Agreement, pursuant to which this
Mutual Undertaking Agreement is a part.
"SEC" shall mean the United States Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder.
"Securities Act Registration" shall mean and refer to a Registration by SH
Celera of the Registerable Securities pursuant to the Securities Act for
distribution to the shareholders of G/O.
"Securities Act Registration Filing Deadline" shall mean a date that is 30
days after the completion of the Exchange Act Registration, subject to
extension as provided herein.
2. G/O Financing Undertaking. Immediately after the Closing, G/O, at its own
expense, shall undertake a financing pursuant to which it will, on a best
efforts basis, attempt to raise not less than $2,500,000 and up to $5,000,000
through the sale of a newly created class of its authorized preferred stock to
be designated Series A Preferred Stock ("Preferred Stock"), which shall have
the following rights duties and preferences:
A. A Stated Value equal to the price per share paid for the shares of
Preferred Stock plus accumulated and unpaid dividends;
B. A Dividend Preference equal to: (1) a fixed annual percentage rate (to be
determined by the Company's board of directors) multiplied times the Stated
Value of each share of Preferred Stock, which shall be cumulative and paid
before any dividends respecting any other class of shares ("Fixed Rate
Dividend") plus a fixed percentage participation in distributions to
shareholders, (to be determined by the Company's board of directors), which
shall be paid at the time of any distribution to any of the Company'
shareholders;
C. A Liquidation Preference equal to the Stated Value plus any accumulated and
unpaid Fixed Rate Dividends;
D. A securitization of the Stated Value and a portion of the Fixed Rate
Dividend through the purchase and deposit by the Company of a fixed rate
financial instrument suitable to the purchaser(s) of the Preferred Stock;
E. Representation on the Company's board of directors or the right to attend
and observe meetings of the board, at the discretion of the majority of the
holders of the Preferred Stock;
F. Such other rights and privileges as the Company's board of directors, with
the approval of SH Celera, shall deem appropriate and necessary to
successfully complete the Contemplated Financing.
3. SH Celera Share Issuance Undertaking.
At such time as (i) the Company has a net worth of at least $2,500,000 and
(ii) SH Celera possesses such assets as required to list its shares of common
stock, $0.001 par value per share, on an approved exchange, thereby qualifying
its shares of common stock as a "Covered Security" (the "Qualifying Event")
it shall:
3.1 Exchange Act Registration. Within 30 days after the Qualifying Event (the
"Exchange Act Registration Filing Deadline"), complete and file an Exchange
Act Registration respecting the Common Stock. Provided, however, that the
Exchange Act Registration Filing Deadline may be extended by SH Celera, if SH
Celera shall furnish to the Company a certificate signed by the Chief
Executive Officer of SH Celera stating that, in the good faith judgment of the
Board of Directors of SH Celera, it would be significantly disadvantageous to
SH Celera and its shareholders for such an Exchange Act Registration to be
filed, in which case the Exchange Act Registration Filing Deadline shall be
extended for a period of not more than 30 days after the Exchange Act
Registration Filing Deadline.
3.2. Securities Act Registration and Listing Application. Within 30 days after
completion of the Exchange Act Registration (the Securities Act Registration
Filing Deadline"), SH Celera shall, file a registration statement
("Registration Statement") on Form S-4 (or other suitable form, at SH Celera's
discretion, but subject to the reasonable approval of the Company, covering
the distribution and resale of the Registerable Securities to the shareholders
of the Company. Simultaneous therewith (the "Listing Application Filing
Deadline"), SH Celera shall file an application for listing of the Common
Stock for trading on an exchange or market system that, when authorized for
listing, would qualify its Common Stock as a "Covered Security" as provided in
Section 18 of the Securities Act (the "Listing Application Filing"); Provided,
however, that the Securities Act Registration Filing Deadline and/or the
Listing Application Filing Deadline may be extended by SH Celera, if SH Celera
shall furnish to the Company a certificated signed by the Chief Executive
Officer of SH Celera stating that in the good faith judgment of the Board of
Directors of SH Celera it would be significantly disadvantageous to SH Celera
and its shareholders for such a Securities Act Registration Statement or
Listing Application Filing to be filed, in which case the Securities Act
Registration Filing Deadline and the Listing Application Filing Deadline shall
be extended for a period of not more than 30 days after the Securities Act
Registration Filing Deadline and/or the Listing Application Filing Deadline;
provided, that the combined extensions of the Securities Act Registration
Filing Deadline and the Listing Application Filing Deadline may not exceed 45
days.
3.3. Securities Act Registration Effective Date. SH Celera shall use its best
efforts to have the Securities Act Registration Statement declared effective
by the SEC (the date of such effectiveness is referred to herein as the
"Effective Date") by the Due Date and SH Celera shall keep effective any
Securities Act Registration or qualification contemplated by paragraph 3.2 and
shall from time to time amend or supplement each applicable registration
statement, preliminary prospectus, final prospectus, application, document and
communication for such period of time as shall be required to permit the
Company to complete the distribution of the Registerable Securities covered
thereby to its shareholders. SH Celera shall in no event be required to keep
any such Securities Act Registration or qualification in effect for a period
in excess of six months from the date on which the Company is first free to
distribute such Registered Securities; provided, however, that if SH Celera is
required to keep any such registration or qualification in effect beyond such
period with respect to securities other than the Registered Securities, SH
Celera shall keep such registration or qualification in effect as it relates
to the Registerable Securities for so long as such registration or
qualification remains or is required to remain in effect in respect of such
other securities.
3.4 Provision of Offering Materials. In the event of a Securities Act
Registration pursuant to the provisions of paragraph 3.2, SH Celera shall
furnish to the Company and to each such holder such reasonable number of
copies of the registration statement and of each amendment and supplement
thereto (in each case, including all exhibits), such reasonable number of
copies of each prospectus contained in such registration statement and each
supplement or amendment thereto (including each preliminary prospectus), all
of which shall conform to the requirements of the Securities Act and the rules
and regulations there under, and such other documents as the Company or such
holders may reasonably request in order to facilitate the disposition of the
Registered Securities included in such Registration.
3.5 Provision of Legal Opinion. In the event of a Securities Act Registration
pursuant to the provisions of paragraph 3.2, SH Celera shall furnish the
Company and each holder of any shares so registered with an opinion of its
counsel to the effect that (i) the registration statement has become effective
under the Act and no order suspending the effectiveness of the registration
statement, preventing or suspending the use of the registration statement, any
preliminary prospectus, any final prospectus, or any amendment or supplement
thereto has been issued, nor to such counsel's actual knowledge has the
Securities and Exchange Commission or any securities or blue sky authority of
any jurisdiction instituted or threatened to institute any proceedings with
respect to such an order, and (ii) the registration statement and each
prospectus forming a part thereof (including each preliminary prospectus), and
any amendment or supplement thereto, complies as to form with the Act and the
rules and regulations thereunder. If applicable, such counsel shall also
provide a Blue Sky Memorandum setting forth the jurisdictions in which the
Registerable Securities have been registered or qualified for distribution to
the shareholders of the Company, pursuant to the provisions of paragraph 3.2.
4. Obligations of SH Celera.
(a) Exchange Act Registration. Whenever required under this Agreement
to effect the registration of the same class of SH Celera's shares
as the Registerable Shares, pursuant the Exchange Act, SH Celera
shall, as expeditiously as possible:
a. Prepare and file with the Securities and Exchange Commission
("SEC") a Form 10 (with accompanying attachments) with
respect to the same class of shares as the Registerable
Securities and use its best efforts to cause such
Registration Statement to become effective;
b. Prepare and file with the SEC such amendments and
supplements to such Form 10 as may be necessary to comply
with the provisions of the Exchange Act.
c. Promptly respond to any comment letters or inquiries
received from the SEC in connection with the Form 10 or any
documents filed in connection therewith in order to assure
the effectiveness of the Form 10 as quickly as possible.
(b) Obtaining Covered Securities Status. Whenever required under this
Agreement to obtain Covered Securities status for the same class
of securities as the Registerable Securities, SH Celera shall, as
expeditiously as possible, take all actions as necessary to
qualify SH Celera for listing (including all actions necessary to
comply with corporate governance rules and regulations) and
prepare and file an application with such exchange or market
system the listing of the same class of shares as the Registerable
Securities and use its best efforts to cause such listing to be
approved and, upon distribution of the Registerable Securities, to
become effective.
(c) Securities Act Registration. Whenever required under this
Agreement to effect the registration of any Registerable
Securities under the Securities Act, SH Celera shall, as
expeditiously as possible:
a. Prepare and file with the Securities and Exchange Commission
("SEC") a Registration Statement with respect to such
Registerable Securities and use its best efforts to cause
such Registration Statement to become effective and to
remain effective until all Registerable Securities are
distributed pursuant to such Registration Statement,
notwithstanding any Termination;
b. Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the
prospectus used in connection with such Registration
Statement ("Amended Registration Statement") or prepare and
file any additional registration statement ("Additional
Registration Statement," together with the Amended
Registration Statement, "Supplemental Registration
Statements") as may be necessary to comply with the
provisions of the Securities Act with respect to the
disposition of all securities covered by such Supplemental
Registration Statements or such prior registration statement
and to cover the distribution of all Registerable
Securities.
c. Furnish to the Company, and if required, each of its
shareholders, such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the
disposition of Registerable Securities owned by them.
d. Use its best efforts to register and qualify the securities
covered by such Registration Statement under such other
securities or Blue Sky laws of the jurisdictions in which
the Company's shareholders are located, of such other
jurisdictions as shall be reasonably requested by the
Company and of all other jurisdictions where legally
required.
e. As promptly as practicable after becoming aware of such
event, notify the Company of the happening of any event of
which SH Celera has knowledge, as a result of which the
prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact
or omits 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, use its best efforts promptly to prepare a
supplement or amendment to the Registration Statement to
correct such untrue statement or omission, and deliver a
number of copies of such supplement or amendment to the
Company as it may reasonably request.
f. Provide the Company with notice of the date that a
Registration Statement or any Amended Registration Statement
registering the resale of the Registerable Securities is
declared effective by the SEC, and the date or dates when
the Registration Statement is no longer effective;
g. Provide the Company the opportunity to review the
Registration Statement and all amendments or supplements
thereto prior to their filing with the SEC by giving the
Company at least ten (10) business days advance written
prior to such filing.
h. Provide the Company with prompt notice of the issuance by
the SEC or any state securities commission or agency of any
stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceeding for such
purpose. SH Celera shall use its best efforts to prevent the
issuance of any stop order and, if any is issued, to obtain
the removal thereof at the earliest possible date.
5. Furnish Information. At SH Celera's request, the Company shall furnish to
SH Celera such information regarding the Company and its shareholders, and the
intended method of disposition of such securities to the extent required to
effect the registration of its Registerable Securities under the Exchange Act
and the Securities Act and under any Listing Application Filing. SH Celera
shall include all information provided by the Company pursuant hereto in the
Registration under the Exchange Act and the Securities Act Registrations and
the Listing Application Filing, substantially in the form supplied, except to
the extent such information is not permitted by law.
6. Expenses. All expenses, other than commissions and fees and expenses of
counsel to the Company, incurred in connection with registrations, filings or
qualifications pursuant hereto, including (without limitation) all
registration, filing, listing and qualification fees, printers' and accounting
fees, fees and disbursements of counsel for SH Celera, shall be borne by SH
Celera.
7. Indemnification. In the event any Registerable Securities are included in a
Registration Statement under this Agreement:
(a) To the extent permitted by law, SH Celera will indemnify and hold
harmless the Company, its officers, directors, partners, legal counsel, and
accountants, any underwriter (as defined in the Securities Act, or as deemed
by the Securities Exchange Commission, or as indicated in a registration
statement) for the Company and each person, if any, who controls the Company
or underwriter within the meaning of Section 15 of the Securities Act or the
Exchange Act, against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements or omissions: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, or (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not misleading,
and SH Celera will reimburse the Company, its officers or directors,
underwriters or controlling persons for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of SH Celera (which consent shall
not be unreasonably withheld), nor shall SH Celera be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a violation which occurs in reliance upon and
in conformity with written information furnished expressly for use in
connection with such registration by the Company, its officers, directors,
underwriters or controlling persons; provided however, that the above shall
not relieve SH Celera from any other liabilities which it might otherwise
have.
(b) The Company shall indemnify and hold harmless SH Celera, its
directors and officers, each underwriter and each other person, if any, who
controls (within the meaning of the Securities Act) SH Celera or such other
indemnified party, against any liability, joint or several, to which any such
indemnified party may become subject under the Securities Act or any other
statute or at common law, insofar as such liability (or actions in respect
thereof) arises out of or is based upon any omission or alleged omission by
the Company to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in such registration statement,
preliminary or final prospectus, amendment or supplement thereto in reliance
upon and in conformity with information furnished in writing to SH Celera by
the Company specifically for use therein. The Company shall reimburse any
indemnified party for any legal fees incurred in investigating or defending
any such liability; provided, however, that the Company's obligations
hereunder shall be limited to an amount equal to the proceeds to the Company
of securities sold in any such registration; and provided further, that the
Company shall be required to indemnify any party against any liability arising
from any untrue or misleading statement or omission contained in any
preliminary prospectus if such deficiency is corrected in the final prospectus
or for any liability which arises out of the failure of such party to deliver
a prospectus as required by the Securities Act.
(c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 7, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume, the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
shall have the right to retain its own counsel, with the reasonably incurred
fees and expenses of one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
conflicting interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 7.
(d) In the event that the indemnity provided in paragraphs (a) and/or
(b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, SH Celera and the Company agree to
contribute to the aggregate claims, losses, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating
or defending same) (collectively "Losses") to which SH Celera and the Company
may be subject in such proportion as is appropriate to reflect the relative
fault of SH Celera and the Company in connection with the statements or
omissions which resulted in such Losses. Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by SH Celera or by the Company. SH Celera and the Company
agree that it would not be just and equitable if contribution were determined
by pro rata allocation or any other method of allocation that does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person who
controls the Company within the meaning of either the Securities Act or the
Exchange Act and each director, officer, partner, employee and agent of the
Company shall have the same rights to contribution as the Company, and each
person who controls SH Celera within the meaning of either the Securities Act
or the Exchange Act and each director and officer of SH Celera shall have the
same rights to contribution as SH Celera, subject in each case to the
applicable terms and conditions of this paragraph (d).
(e) The obligations of SH Celera and the Company under this Section 7
shall survive the resale, if any, of the Common Stock, the completion of any
offering of Registerable Securities in a Registration Statement under this
Agreement, and otherwise.
8. Reports Under Exchange Act. The SH Celera agrees, following the Exchange
Act Registration to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144; and
(b) use its best efforts to file with the SEC, in a timely manner, all
reports and other documents required of SH Celera under the Securities Act and
the Exchange Act.
9. Remedy Upon Failure to Meet Deadlines. If SH Celera fails to: (i) file the
Exchange Act Registration by the Exchange Act Registration Filing Deadline; or
(ii) file the Securities Act Registration by the Securities Act Registration
Deadline; or (iii) file the Listing Application by the Listing Application
Filing Deadline, subject to any extensions as provided herein, or (iv) by the
Due Date, deliver the Registerable Shares to the Company, for further
distribution of such Shares to the shareholders of the Company in fully
registered form, SH Celera shall pay the Company a cash fee of $50,000, unless
such failure results primarily from delays: (i) primarily attributable to the
Company or (ii) primarily resulting from the conduct of the SEC or other
regulatory body in connection with the Securities Act Registration, in which
case, SH Celera, as of the Due Date, unless the Due Date is mutually extended
by the Company and the Consultant, shall have no further obligation to issue
the Shares or to pay the Share Compensation.
10. Amendment of Undertaking Agreement. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and SH Celera. Any amendment or waiver effected
in accordance with this paragraph shall be binding upon the Company and SH
Celera.
11. Notices. All notices required or permitted under this Agreement shall be
made in writing signed by the party making the same, shall specify the section
under this Agreement pursuant to which it is given, and shall be addressed if
to:
The Company:
G/O International, Inc.
18205 Burkhardt
Tomball, Texas 77377
SH Celera Capital Corporation
SH Celera Capital Corporation
14360 Sylvanfield Drive
Houston, Texas 77014
Any notice, except as otherwise provided in this Agreement, shall be made by
fax and shall be deemed given at the time of transmission of the fax.
12. Termination. This Agreement shall terminate: (i) as to the Company's
undertaking to complete the Contemplated Financing, on the earlier of (a) a
date that is six months from the date of this Mutual Undertaking Agreement or
(b) upon successful completion of the Contemplated Financing, and (ii) as to
SH Celera's undertaking to complete the Exchange Act Registration, the
Securities Act Registration and the Listing Application on the date all
Registerable Securities are delivered by the SH Celera as set forth in this
Agreement or otherwise as provided in paragraph 9, herein above; but without
prejudice to (i) the parties' rights and obligations arising from breaches of
this Agreement occurring prior to such termination, and (ii) other
indemnification obligations under this Agreement.
13. Assignment. No assignment, transfer or delegation, whether by operation of
law or otherwise, of any rights or obligations under this Agreement by SH
Celera or the Company, respectively, shall be made without the prior written
consent of the other party,
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to agreements made
in and wholly to be performed in that jurisdiction, except for matters arising
under the Securities Act or the Exchange Act, which matters shall be construed
and interpreted in accordance with such laws. Any dispute arising out of or
relating to this Agreement or the breach, termination or validity hereof shall
be finally settled by the federal or state courts located in Harris County,
Texas.
15. Execution in Counterparts Permitted. This Agreement may be executed in any
number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one (1) instrument.
16. Indemnity. Each party shall indemnify each other party against any and all
claims, damages (including reasonable attorney's fees), and expenses arising
out of the first party's breach of any of the terms of this Agreement.
17. Entire Agreement; Written Amendments Required. This Agreement is delivered
in connection with the Reorganization Agreement, and the other documents
delivered pursuant hereto and thereto and constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof, and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants except as specifically set
forth herein or therein. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July
31st, 2006.
G/O International, Inc.,
a Colorado corporation
By/s/Brian Rodriguez
Brian Rodriguez
Its President
SH Celera Capital Corporation,
a Maryland corporation
By/s/George Jarkesy
George Jarkesy,
Its President