Exhibit 2
PLAN AND AGREEMENT OF REORGANIZATION
AMONG
GLOBAL EQUITY INTERNATIONAL, INC.
AND
GLOBAL EQUITY PARTNERS PLC
AND
CERTAIN STOCKHOLDERS OF
GLOBAL EQUITY PARTNERS PLC
DATED NOVEMBER 15, 2010
TABLE OF CONTENTS
Plan and Agreement of Reorganization......................................... 3
Plan of Reorganization....................................................... 3
Agreement................................................................. 3
Section 1 - Transfer of Shares........................................... 3
Section 2 - Issuance of Exchange Stock to GEP Stockholders............... 4
Section 3 - Closing...................................................... 5
Section 4 - Representations and Warranties by GEP and Certain
Stockholders................................................. 6
Section 5 - Representations and Warranties by GEII....................... 10
Section 6 - Access and Information....................................... 13
Section 7 - Covenants of GEP and Certain Stockholders................... 14
Section 8 - Covenants of GEP............................................. 15
Section 9 - Additional Covenants of the Parties.......................... 17
Section 10 - Non-Survival of Representations, Warranties and Covenants... 17
Section 11 - Conditions Precedent to Obligations of Parties.............. 18
Section 12 - Termination, Amendment, Waiver.............................. 19
Section 13 - Miscellaneous............................................... 22
Exhibit List................................................................. 24
Schedule List................................................................ 24
2
PLAN AND AGREEMENT OF REORGANIZATION
This Plan and Agreement of Reorganization ("Agreement") is entered into on
this 15 day of November 2010 by and between GLOBAL EQUITY INTERNATIONA, INC., a
Nevada corporation ("GEII"), and GLOBAL EQUITY PARTNERS PLC, a Republic of
Seychelles corporation ("GEP"), and Peter Smith, the sole stockholder of GEP
("Stockholder") as of the date this Agreement is executed.
PLAN OF REORGANIZATION
The transaction contemplated by this Agreement is intended to be a
qualified Type "B" reorganization pursuant to Internal Revenue Code Section
ss.368, and conforming to Nevada and the Republic of Seychelles provisions. GEII
will acquire up to 100% of GEP's issued and outstanding registered shares in
exchange for 20,000,000 shares of GEII's common stock, $.001 par value (the
"Exchange Stock"). Upon the consummation of the exchange transaction and the
issuance and transfer of the Exchange Stock as set forth in Section 2 herein
below, GEP's Stockholder would hold approximately seventy-two percent (72%) of
the then outstanding common stock of GEII representing a controlling interest in
GEII. The Exchange Transaction will result in GEP becoming a wholly-owned
subsidiary of GEII.
AGREEMENT
SECTION 1
TRANSFER OF SHARES
1.1 All Stockholders of GEP (the "Stockholder" or the "GEP Stockholders"), as
of the date of Closing as such term is defined in Section 3 herein (the
"Closing" or the "Closing Date"), shall transfer, assign, convey and
deliver to GEII on the Closing Date, certificates representing one hundred
percent (100%) of the issued and outstanding GEP registered shares or such
lesser percentage as shall be acceptable to GEII, but in no event less than
Seventy-Two percent (72%) of the issued and outstanding GEP registered
shares. The transfer of the GEP Stockholder registered shares shall be made
free and clear of all liens, mortgages, pledges, encumbrances or charges,
whether disclosed or undisclosed, except as the GEP Stockholder and GEII
shall have otherwise agreed in writing.
SECTION 2
ISSUANCE OF EXCHANGE STOCK TO GEP STOCKHOLDER
2.1 As consideration for the transfer, assignment, conveyance and delivery of
the GEP Stockholder registered shares hereunder, GEII shall, at the Closing
issue to the GEP Stockholder, certificates representing 20,000,000 shares
of GEII common stock. The parties intend that the Exchange Shares being
issued will be used to acquire all outstanding GEP registered shares on the
basis of two hundred (200) shares of GEII common stock in exchange for each
one (1) share of GEP registered share.
3
2.2 The issuance of the Exchange Stock shall be made free and clear of all
liens, mortgages, pledges, encumbrances or charges, whether disclosed or
undisclosed, except as the GEP Stockholder and GEII shall have otherwise
agreed in writing. As provided herein, and immediately prior to the
Closing, GEII shall have issued and outstanding: (i) not more than
8,000,000 shares of common stock; and (ii) shall have no preferred stock or
other securities issued and outstanding.
2.3 None of the Exchange Stock issued to the GEP Stockholder, nor any of the
GEP registered shares transferred to GEII hereunder shall, at the time of
Closing, be registered under federal securities laws but, rather, shall be
issued pursuant to an exemption therefrom and be considered "restricted
stock" within the meaning of Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Act"). All of such shares shall bear a legend
worded substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") and
are `restricted securities' as that term is defined in Rule
144 under the Act. The shares may not be offered for sale,
sold or otherwise transferred except pursuant to an exemption
from registration under the Act, the availability of which is
to be established to the satisfaction of the Company."
The respective transfer agents of GEII and GEP Stockholder shall annotate
their records to reflect the restrictions on transfer embodied in the
legend set forth above. There shall be no requirement that GEII register
the Exchange Stock under the Act, nor shall GEP or the Stockholder be
required to register any GEP registered shares under the Act.
SECTION 3
CLOSING
3.1 Closing of Transaction. Subject to the fulfillment or waiver of the
conditions precedent set forth in Section 11 hereof, the Closing shall take
place on the Closing Date at the Law Offices of William B. Barnett, 21550
Oxnard Street., Suite 200, Woodland Hills, California 91367, at 10:00 A.M.,
local time, or at such other time on the Closing Date as GEP and GEII may
mutually agree in writing.
3.2 Closing Date. The Closing Date of the Exchange shall take place on or
before December 31, 2010, or such later date upon which GEP and GEII may
mutually agree in writing, or as extended pursuant to subsection 12.1(b)
herein below.
3.3 Deliveries at Closing.
(a) GEP shall deliver or cause to be delivered to GEII at Closing:
4
(1) Certificates representing all shares, or an amount of shares
acceptable to GEII, of the GEP Stockholder's registered shares as
described in Section 1, each endorsed in blank by the registered
owner;
(2) An agreement from the Stockholder surrendering his shares
agreeing to a restriction on the transfer of the Exchange Stock
as described in Section 2 hereof;
(3) A copy of a consent of GEP's board of directors authorizing GEP
to take the necessary steps toward Closing the transaction
described by this Agreement in the form set forth in Exhibit A;
(4) A copy of a Certificate of Good Standing for GEP issued not more
than thirty (10) days prior to Closing by the Republic of
Seychelles Registrar of International Business Companies;
(5) Articles of Incorporation and Bylaws of GEP certified as of the
Closing Date by the President and Secretary of GEP; and
(6) Such other documents, instruments or certificates as shall be
reasonably requested by GEII or its counsel.
(b) GEII shall deliver or cause to be delivered to GEP at Closing:
(1) A copy of a consent of GEII'S board of directors authorizing GEII
to take the necessary steps toward Closing the transaction
described by this Agreement in the form set forth in Exhibit B;
(2) A copy of a Certificate of Good Standing for GEII issued not more
than ten (10) days prior to Closing by the Secretary of State of
Nevada;
(3) Stock certificate(s) or a computer listing from GEII's transfer
agent representing the Exchange Stock to be newly issued by GEII
under this Agreement, which certificates shall be in the name of
the GEP Stockholder, in the amount of 20,000,000 shares;
(4) Articles of Incorporation and Bylaws of GEII certified as of the
Closing Date by the President and Secretary of GEII;
(5) Such other documents, instruments or certificates as shall be
reasonably requested by GEP or its counsel.
5
3.4 Filings; Cooperation.
(a) Prior to the Closing, the parties shall proceed with due diligence and
in good faith to make such filings and take such other actions as may
be necessary to satisfy the conditions precedent set forth in Section
11 below.
(b) On and after the Closing Date, GEII, GEP and the Stockholder shall, on
request and without further consideration, cooperate with one another
by furnishing or using their best efforts to cause others to furnish
any additional information and/or executing and delivering or using
their best efforts to cause others to execute and deliver any
additional documents and/or instruments, and doing or using their best
efforts to cause others to do any and all such other things as may be
reasonably required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.
SECTION 4
REPRESENTATIONS AND WARRANTIES BY
GEP AND CERTAIN STOCKHOLDERS
4.1 Subject to the schedule of exceptions, attached hereto and incorporated
herein by this reference, (which schedules shall be acceptable to GEII),
GEP and those Stockholders listed on Exhibit "A" represent and warrant to
GEII as follows:
(a) Organization and Good Standing of GEP. The Certificate of
Incorporation of GEP and all Amendments thereto as presently in
effect, and the Memorandum of Association of GEP as presently in
effect, both of which shall be certified by the President and
Secretary of GEP, have been delivered to GEII and are complete and
correct and since the date of such delivery, there has been no
amendment, modification or other change thereto.
(b) Capitalization. GEP's authorized capital consists of 100,000 shares of
registered shares, par value $1.00 per share, of which 100,000
registered shares are issued and outstanding prior to the Closing
Date, (defined as "GEP Shares"), and held of record by one (1)
stockholder, who is currently a resident of the United Kingdom. All
such outstanding registered shares are validly issued, paid and
non-assessable. There are no other outstanding securities including
options and warrants outstanding. All securities issued by GEP as of
the date of this Agreement have been issued in compliance with all
applicable laws of the Republic of Seychelles and the United Kingdom.
Except as set forth in Schedule 4.1(b), no other equity securities or
debt obligations of GEP are authorized, issued or outstanding.
(c) Subsidiaries. Except as set forth in Schedule 4.1 (c), GEP has no
subsidiaries or other investments, directly or indirectly, or other
financial interest in any other corporation or business organization,
joint venture or partnership of any kind.
6
(d) Financial Statements. GEP will deliver to GEII, prior to Closing, a
copy of GEP's unaudited, financial statements for the year ended
December 31, 2009 and and financial statements for the nine (9) months
ended September 30, 2010, if required, which will be true and complete
and will have been prepared in conformity with generally accepted
accounting principles. Other than changes in the usual and ordinary
conduct of the business since September 30, 2010, there have not been
and, at the Closing Date, there will be no material adverse changes in
such financial statements.
(e) Absence of Undisclosed Liabilities. GEP has no liabilities which are
not adequately reflected or reserved against in the GEP Financial
Statements or otherwise reflected in this Agreement and GEP shall not
have as of the Closing Date, any liabilities (secured or unsecured and
whether accrued, absolute, direct, indirect or otherwise) which were
incurred after September 30, 2010, and would be individually or in the
aggregate, material to the results of operations or financial
condition of GEP as of the Closing Date.
(f) Litigation. Except as disclosed in Schedule 4.1(f), there are no
outstanding orders, judgments, injunctions, awards or decrees of any
court, governmental or regulatory body or arbitration tribunal against
GEP or its properties. Except as disclosed in Schedule 4.1(f), there
are no actions, suits or proceedings pending, or, to the knowledge of
GEP, threatened against or affecting GEP or its affiliated companies,
any of its officers or directors relating to their positions as such,
or any of its properties, at law or in equity, or before or by any
federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, in connection with the business, operations or affairs of GEP
or its affiliated company which might result in any material adverse
change in the operations or financial condition of GEP, or which might
prevent or materially impede the consummation of the transactions
under this Agreement.
(g) Compliance with Laws. To the best of its knowledge, the operations and
affairs of GEP do not violate any law, ordinance, rule or regulation
currently in effect, or any order, writ, injunction or decree of any
court or governmental agency, the violation of which would
substantially and adversely affect the business, financial conditions
or operations of GEP.
(h) Absence of Certain Changes. Except as set forth in Schedule 4.1(h), or
otherwise disclosed in writing to GEII, since September 30, 2010,
(i) GEP has not entered into any material transactions;
(ii) There has been no change in financial or other condition,
business, property, prospects, assets or liabilities of GEP as
shown on the GEP Financial Statement, other than changes that
both individually and in the aggregate do not have a consequence
7
that is materially adverse to such condition, business, property,
prospects, assets or liabilities;
(iii)There has been no damage to, destruction of or loss of any of
the properties or assets of GEP (whether or not covered by
insurance) materially and adversely affecting the financial or
other condition, business, property, prospects, assets or
liabilities of GEP;
(iv) GEP has not declared, or paid any dividend or made any
distribution on its capital stock, redeemed, purchased or
otherwise acquired any of its capital stock, granted any options
to purchase shares of its stock, or issued any shares of its
capital stock;
(v) There has been no material change, except in the ordinary course
of business, in the contingent obligations of GEP by way of
guaranty, endorsement, indemnity, warranty or otherwise;
(vi) There have been no loans made by GEP to its employees, officers
or directors;
(viii) There has been no extraordinary increase in the compensation of
any of GEP's employees;
(ix) There has been no agreement or commitment by GEP to do or perform
any of the acts described in this Section 4.1(h); and
(x) There has been no other event or condition of any character,
which might reasonably be expected either to result in a material
and adverse change in the condition (financial or otherwise),
business, property, prospects, assets or liabilities of GEP or to
impair materially the ability of GEP to conduct the business now
being conducted.
(i) Employees. There are, except as disclosed in Schedule 4.1(i), no
collective bargaining, bonus, profit sharing, compensation, or other
plans, agreements or arrangements between GEP and any of its
directors, officers or employees and there is no employment,
consulting, severance or indemnification arrangements, agreements or
understandings between GEP on the one hand, and any current or former
directors, officers or employees of GEP on the other hand.
(j) Assets. All of the assets reflected on the September 30, 2010, GEP
Financial Statements or acquired and held as of the Closing Date, will
be owned by GEP on the Closing Date. Except as set forth in Schedule
4.1(j), GEP owns outright and has good and marketable title, or holds
valid and enforceable leases, to all of such assets. None of GEP's
equipment used by GEP in connection with its business has any material
defects and all of them are in all material respects in good operating
8
condition and repair, and are adequate for the uses to which they are
being put; none of GEP's equipment is in need of maintenance or
repairs, except for ordinary, routine maintenance and repair. GEP
represents that, except to the extent disclosed in Schedule 4.1(j) to
this Agreement or reserved against on its balance sheet as of
September 30, 2010, it is not aware of any accounts and contracts
receivable existing that in its judgment would be uncollectible.
(k) Tax Matters. All federal, foreign, state and local tax returns,
reports and information statements required to be filed by or with
respect to the activities of GEP have been timely filed. Since
September 30, 2010, GEP has not incurred any liability with respect to
any federal, foreign, state or local taxes except in the ordinary and
regular course of business. Such returns, reports and information
statements are true and correct in all material respects insofar as
they relate to the activities of GEP. On the date of this Agreement,
GEP is not delinquent in the payment of any such tax or assessment,
and no deficiencies for any amount of such tax have been proposed or
assessed.
(l) Operating Authorities. To the best knowledge of GEP, GEP has all
material operating authorities, governmental certificates and
licenses, permits, authorizations and approvals ("Permits") required
to conduct its business as presently conducted. Such Permits are set
forth on Schedule 4.1(l). Since GEP's inception, there has not been
any notice or adverse development regarding such Permits; such Permits
are in full force and effect; no material violations are or have been
recorded in respect of any permit; and no proceeding is pending or
threatened to revoke or limit any Permit.
(m) Continuation of Key Management. To the best knowledge of GEP, all key
management personnel of GEP intend to continue their employment with
GEP after the Closing. For purposes of this subsection 4.1(m), "key
management personnel" shall include Mr. Peter Smith.
(n) Books and Records. The books and records of GEP are complete and
correct, are maintained in accordance with good business practice and
accurately present and reflect, in all material respects, all of the
transactions therein described, and there have been no transactions
involving GEP which properly should have been set forth therein and
which have not been accurately so set forth.
(o) Authority to Execute Agreement. The Board of Directors of GEP,
pursuant to the power and authority legally vested in it, has duly
authorized the execution and delivery by GEP of this Agreement, and
has duly authorized each of the transactions hereby contemplated. GEP
has the power and authority to execute and deliver this Agreement, to
consummate the transactions hereby contemplated and to take all other
actions required to be taken by it pursuant to the provisions hereof.
GEP has taken all actions required by law, its Certificate of
Incorporation, as amended, or otherwise to authorize the execution and
delivery of this Agreement. This Agreement is valid and binding upon
GEP and the stockholder in accordance with its terms. Neither the
9
execution nor delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or breach
of the Articles of Incorporation, as amended, or the Bylaws, as
amended, of GEP, or any agreement, stipulation, order, writ,
injunction, decree, law, rule or regulation applicable to GEP.
(p) Finder's Fees. GEP is not, and on the Closing Date will not be liable
or obligated to pay any finder's, agent's or broker's fee arising out
of or in connection with this Agreement or the transactions
contemplated by this Agreement.
4.2 Disclosure. At the date of this Agreement, GEP and the Stockholder have,
and at the Closing Date they will have, disclosed all events, conditions
and facts materially affecting the business and prospects of GEP. GEP and
the Stockholder have not now and will not have at the Closing Date,
withheld knowledge of any such events, conditions or facts which they know,
or have reasonable grounds to know, may materially affect GEP's business
and prospects. Neither this Agreement nor any certificate, exhibit,
schedule or other written document or statement, furnished to GEII by GEP
and/or by the Stockholder in connection with the transactions contemplated
by this Agreement contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to
be stated in order to make the statements contained herein or therein not
misleading.
SECTION 5
REPRESENTATIONS AND WARRANTIES BY GEII
5.1 Subject to the schedule of exceptions, attached hereto and incorporated
herein by this reference, (which schedules shall be acceptable to GEP),
GEII represents and warrants to GEP and the Stockholder as follows:
(a) Organization and Good Standing. GEII is currently a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada and has full corporate power and authority to own or
lease its properties and to carry on its business as now being
conducted and as proposed to be conducted. GEII is qualified to
conduct business as a foreign corporation in no other jurisdiction,
and the failure to so qualify in any other jurisdiction does not
materially, adversely affect the ability of GEII to carry on its
business as most recently conducted. The Articles of Incorporation of
GEII and all amendments thereto as presently in effect, and the Bylaws
of GEII as presently in effect, both of which shall be certified by
the President and Secretary of GEII, have been delivered to GEP and
are complete and correct and since the date of such delivery, there
has been no amendment, modification or other change thereto.
(b) Capitalization. GEII's authorized capital stock is 75,000,000 shares
consisting of (i) 70,000,000 shares of $.001 par value common stock,
defined above as "GEII Common Stock", of which not more than
10
2,000,000, will be issued and outstanding, prior to Closing Date and
held of record by approximately 4 shareholders and (ii) 5,000,000
shares of $.001 par value Preferred stock, of which no such shares are
outstanding. Except as set forth in Schedule 5.1(b), no other equity
securities or debt obligations of GEII are authorized, issued or
outstanding and as of the Closing, there will be no other outstanding
options, warrants, agreements, contracts, calls, commitments or
demands of any character, preemptive or otherwise, other than this
Agreement, relating to any of the GEII Common Stock, and there will be
no outstanding security of any kind convertible into GEII Common
Stock. The shares of GEII Common Stock are free and clear of all
liens, charges, claims, pledges, restrictions and encumbrances
whatsoever of any kind or nature that would inhibit, prevent or
otherwise interfere with the transactions contemplated hereby. All of
the outstanding GEII Common Stock is validly issued, fully paid and
non-assessable and there are no voting trust agreements or other
contracts, agreements or arrangements restricting or affecting voting
or dividend rights or transferability with respect to the outstanding
shares of GEII Common Stock.
(c) Issuance of Exchange Stock. All of the GEII Common Stock to be issued
to or transferred to GEP Stockholder pursuant to this Agreement, when
issued, transferred and delivered as provided herein, will be duly
authorized, validly issued, fully paid and non-assessable, and will be
free and clear of all liens, charges, claims, pledges, restrictions
and encumbrances whatsoever of any kind or nature, except those
restrictions imposed by State or Federal corporate and securities
regulations.
(d) No Violation. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby nor
compliance by GEII with any of the provisions hereof will:
(1) Violate or conflict with, or result in a breach of any provisions
of, or constitute a default ( or an event which, with notice or
lapse of time or both, would constitute a default) under, any of
the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of GEII or any note, bond, mortgage,
indenture, deed of trust, license, agreement or other instrument
to which GEII is a party, or by which it or its properties or
assets may be bound or affected; or
(2) Violate any order, writ, injunction or decree, or any statute,
rule, permit, or regulation applicable to GEII or any of its
properties or assets.
(e) Subsidiaries. GEII has no subsidiaries and no investments, directly or
indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind
whatsoever.
(f) Absence of Undisclosed Liabilities. Except as disclosed in GEII's
Financial Statements, GEII did not have, as of the Closing Date, any
11
liabilities (secured or unsecured and whether accrued, absolute,
direct, indirect or otherwise) which were incurred since inception,
October 1, 2010 and would be individually or in the aggregate,
material to the results of operation or financial condition of GEII.
(g) Litigation. There are no outstanding orders, judgments, injunctions,
awards or decrees of any court, governmental or regulatory body or
arbitration tribunal against GEII or its properties. There are no
actions, suits or proceedings pending, or, to the knowledge of GEII,
threatened against or relating to GEII. GEII is not, and on the
Closing Date will not be, in default under or with respect to any
judgment, order, writ, injunction or decree of any court or of any
federal, state, municipal or other governmental authority, department,
commission, board, agency or other instrumentality; and GEII has, and
on the Closing Date will have, complied in all material respects with
all laws, rules, regulations and orders applicable to it, if any.
(h) Contracts. GEII is not a party to any written or oral commitment for
capital expenditures except as contemplated by this Agreement. GEII is
not a party to, nor is its property bound by any written or oral,
express or implied, agreement, contract or other contractual
obligation including, without limitation, any real or personal
property leases, any employment agreements, any consulting agreements
any personal services agreements or any other agreements that require
GEII to pay any money or deliver any assets or services. GEII has in
all material respects performed all obligations required to be
performed by it to date and is not in default in any material respect
under any agreements or other documents to which it was a party.
(i) Authority to Execute Agreement. The Board of Directors of GEII,
pursuant to the power and authority legally vested in it, has duly
authorized the execution and delivery by GEII of this Agreement and
the Exchange Stock, and has duly authorized each of the transactions
hereby contemplated. GEII has the power and authority to execute and
deliver this Agreement, to consummate the transactions hereby
contemplated and to take all other actions required to be taken by it
pursuant to the provisions hereof. GEII has taken all the actions
required by law, its Articles of Incorporation, as amended, its
Bylaws, as amended, applicable state law or otherwise to authorize the
execution and delivery of the Exchange Stock pursuant to the
provisions hereof. This Agreement is valid and binding upon GEII in
accordance with its terms.
(j) Finder's Fees. GEII is not, and on the Closing Date, will not be
liable or obligated to pay any finder's, agent's or broker's fee
arising out of or in connection with this Agreement or the
transactions contemplated by this Agreement.
(k) Books and Records. The books and records of GEII are complete and
correct, are maintained in accordance with good business practice and
accurately present and reflect in all material respects, all of the
transactions therein described and there have been no transactions
12
involving GEII which properly should have been set forth therein and
which have not been accurately so set forth.
5.2 Disclosure. GEII has and at the Closing Date it will have, disclosed all
events, conditions and facts materially affecting the business and
prospects of GEII. GEII has not now and will not have at the Closing Date,
withheld knowledge of any such events, conditions and facts which it knows,
or has reasonable grounds to know, may materially affect GEII's business
and prospects. Neither this Agreement, nor any certificate, exhibit,
schedule or other written document or statement, furnished to GEP or the
GEP Stockholder by GEII in connection with the transactions contemplated by
this Agreement contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to be stated
in order to make the statements contained herein or therein not misleading.
SECTION 6
ACCESS AND INFORMATION
6.1 As to GEP. Subject to the protections provided by subsection 9.4 herein,
GEP shall give to GEII and to GEII's counsel, accountants and other
representatives full access during normal business hours throughout the
period prior to the Closing, to all of GEP's properties, books, contracts,
commitments, and records, including information concerning products and
customer base, and patents held by, or assigned to, GEP, and furnish GEII
during such period with all such information concerning GEP's affairs as
GEII reasonably may request.
6.2 As to GEII. Subject to the protections provided by subsection 9.4 herein,
GEII shall give to GEP, the GEP Stockholder and their counsel, accountants
and other representatives, full access, during normal business hours
throughout the period prior to the Closing, to all of GEII's properties,
books, contracts, commitments, and records, if any, and shall furnish GEP
and the GEP Stockholder during such period with all such information
concerning GEII's affairs as GEP and the GEP Stockholder reasonably may
request.
SECTION 7
COVENANTS OF GEP AND STOCKHOLDER
7.1 No Solicitation. For a period of forty-five (45) days from the date of this
Agreement, GEP and the Stockholder, to the extent within the Stockholder's
control, will use their best efforts to cause its officers, employees,
agents and representatives not, directly or indirectly, to solicit,
encourage, or initiate any discussions with, or indirectly to solicit,
encourage, or initiate any discussions with, to, any person or entity other
than GEII and its officers, employees, and agents, concerning any merger,
sale of substantial assets, or similar transaction involving GEP, or any
sale of any of its common stock or of the common stock held by the
Stockholder in excess of fifty percent (50%) of such Stockholder's current
13
stock holdings except as otherwise disclosed in this Agreement. GEP will
notify GEII immediately upon receipt of an inquiry, offer, or proposal
relating to any of the foregoing. None of the foregoing shall prohibit
providing information to others in a manner in keeping with the ordinary
conduct of GEP business, or providing information to government
authorities.
7.2 Conduct of Business Pending the Transaction. GEP and the Stockholder,
covenant and agree with GEII that, prior to the consummation of the
transaction called for by this Agreement, and Closing, or the termination
of this Agreement pursuant to its terms, unless GEII shall otherwise
consent in writing, and except as otherwise contemplated by this Agreement,
GEP and the Stockholder, will comply with each of the following:
(a) Its business shall be conducted only in the ordinary and usual course.
GEP shall use reasonable efforts to keep intact its business
organization and good will, keep available the services of its
respective officers and employees, and maintain good relations with
suppliers, creditors, employees, customers, and others having business
or financial relationships with it, and it shall immediately notify
GEII of any event or occurrence which is material to, and not in the
ordinary and usual course of business of GEP.
(b) It shall not (i) amend its Certificate of Incorporation or Memorandum
of Association or (ii) split, combine, or reclassify any of its
outstanding securities, or declare, set aside, or pay any dividend or
other distribution on, or make or agree or commit to make any exchange
for or redemption of any such securities payable in cash, stock or
property.
(c) It shall not (i) issue or agree to issue any additional securities or
rights of any kind to acquire any securities, or (ii) enter into any
contract, agreement, commitment, or arrangement with respect to any of
the foregoing, except as set forth in this Agreement.
(d) It shall not create, incur, or assume any long-term or short-term
indebtedness for money borrowed or make any capital expenditures or
commitment for capital expenditures, except in the ordinary course of
business and consistent with past practice.
(e) It shall not enter into any agreement, commitment, or understanding,
whether in writing or otherwise, with respect to any of the matters
referred to in subparagraphs (a) through (d) above.
(f) It will continue properly and promptly to file when due all federal,
state, local, foreign, and other tax returns, reports, and
declarations required to be filed by it, and will pay, or make full
and adequate provision for the payment of, all taxes and governmental
charges due from or payable by it.
(g) It will comply with all laws and regulations applicable to it and its
operations.
14
SECTION 8
COVENANTS OF GEII
8.1 No Solicitation. For a period of forty-five (45) days from the date of this
Agreement, GEII will not discuss or negotiate with any other corporation,
firm or other person or entertain or consider any inquiries or proposals
relating to the possible disposition of its shares of capital stock, or its
assets, and will conduct business only in the ordinary course.
Notwithstanding the foregoing, GEII shall be free to engage in activities
mentioned in the preceding sentence, which are designed to further the
mutual interests of the parties to this Agreement.
8.2 Conduct of GEII Pending Closing. GEII covenants and agrees with GEP that,
prior to the consummation of the transactions called for by this Agreement,
and Closing, or the termination of this Agreement pursuant to its terms,
unless GEP shall otherwise consent in writing, and except as otherwise
contemplated by this Agreement, GEII will comply with each of the
following.
(a) No change will be made in GEII's Articles of Incorporation or Bylaws,
except for a name change, or in GEII's authorized or issued shares of
stock, except as contemplated in this Agreement or as may be first
approved in writing by GEP.
(b) No dividends shall be declared, no stock options granted and no
employment agreements shall be entered into with officers or directors
in GEII, except as may be first approved in writing by GEP.
(c) It shall not (i) issue or agree to issue any additional shares of, or
rights of any kind to acquire any shares of its capital stock of any
class, or (ii) enter into any contract, agreement, commitment, or
arrangement with respect to any of the foregoing, except as set forth
in this Agreement.
(d) It shall not create, incur, or assume any long-term or short-term
indebtedness for money borrowed or make any capital expenditures or
commitment for capital expenditures, except in the ordinary course of
business and consistent with past practice.
(e) It shall not (i) adopt, enter into, or amend any bonus, profit
sharing, compensation, stock option, warrant, pension, retirement,
deferred compensation, employment, severance, termination or other
employee benefit plan, agreement, trust fund, or arrangement for the
benefit or welfare of any officer, director, or employee, or (ii)
agree to any material (in relation to historical compensation)
increase in the compensation payable or to become payable to, or any
increase in the contractual term of employment of, any officer,
director or employee except, with respect to employees who are not
officers or directors, in the ordinary course of business in
accordance with past practice, or with the written approval of GEII.
15
(f) It shall not sell lease, mortgage, encumber, or otherwise dispose of
or grant any interest in any of its assets or properties except for:
(i) sales, encumbrances, and other dispositions or grants in the
ordinary course of business and consistent with past practice; (ii)
liens for taxes not yet due; (iii) liens or encumbrances that are not
material in amount or effect and do not impair the use of the
property, or (iv) as specifically provided for or permitted in this
Agreement.
(g) It shall not enter into any agreement, commitment, or understanding,
whether in writing or otherwise, with respect to any of the matters
referred to in subparagraphs (a) through (f) above.
(h) It will continue properly and promptly to file when due all federal,
state, local, foreign, and other tax returns, reports, and
declarations required to be filed by it, and will pay, or make full
and adequate provision for the payment of, all taxes and governmental
charges due from or payable by it.
(i) It will comply with all laws and regulations applicable to it and its
operations.
SECTION 9
ADDITIONAL COVENANTS OF THE PARTIES
9.1 Cooperation. Both GEP and GEII will cooperate with each other and their
respective counsel, accountants and agents in carrying out the transaction
contemplated by this Agreement, and in delivering all documents and
instruments deemed reasonably necessary or useful by the other party.
Furthermore, both GEP and GEII shall collaborate on the preparation and
dissemination of an offer, which the Board of Directors of GEP shall
approve and recommend, to the GEP Stockholder, to exchange his outstanding
common stock of GEP for shares of GEII Common Stock.
9.2 Expenses. Each of the parties hereto shall pay all of its respective costs
and expenses (including attorneys' and accountants' fees, costs and
expenses) incurred in connection with this Agreement and the consummation
of the transactions contemplated herein.
9.3 Publicity. Prior to the Closing, any written news releases or public
disclosure by either party pertaining to this Agreement shall be submitted
to the other party for its review and approval prior to such release or
disclosure, provided, however, that (a) such approval shall not be
unreasonably withheld, and (b) such review and approval shall not be
required of disclosures required to comply, in the judgment of counsel,
with federal or state securities or corporate laws or policies.
9.4 Confidentiality. While each party is obligated to provide access to and
furnish information in accordance with Section 6 herein, it is understood
and agreed that such disclosure and information subsequently obtained as a
result of such disclosures are proprietary and confidential in nature. Each
party agrees to hold such information in confidence and not to reveal any
such information to any person who is not a party to this Agreement, or an
16
officer, director or key employee thereof, and not to use the information
obtained for any purpose other than assisting in its due diligence inquiry
in conjunction with the transaction contemplated by this Agreement. Upon
request of any party, a confidentiality agreement, acceptable to the
disclosing party, will be executed by any person selected to receive such
proprietary information, prior to receipt of such information.
SECTION 10
NON-SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS
10.1 None of the representations, warranties, covenants and other agreements in
this Agreement or in any instrument delivered pursuant to this Agreement,
including any rights arising out of any breach of such representations,
warranties, covenants, agreements and other provisions, shall survive after
six (6) months from the Effective Time, except for those covenants,
agreements and other provisions contained herein that by their terms apply
or are to be performed in whole or in part after the Effective Time and
this Section 10.
SECTION 11
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
11.1 Conditions to Obligations of the Parties. The obligations of GEII, GEP and
the Stockholder shall be subject to the fulfillment, on or prior to the
Closing, of all conditions elsewhere herein set forth, including, but not
limited to, receipt by the appropriate party of all deliveries required by
Sections 4 and 5 herein, and fulfillment, prior to Closing, of each of the
following conditions:
(a) All representations and warranties made by the GEP Stockholder and
GEII in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same effect as if such
representations and warranties had been made on and as of the Closing
Date.
(b) GEP Stockholder and GEII shall have performed or complied with all
covenants, agreements and conditions contained in this Agreement on
their part required to be performed or complied with at or prior to
the Closing.
(c) All material authorizations, consents or approvals of any and all
governmental regulatory authorities necessary in connection with the
consummation of the transactions contemplated by this Agreement shall
have been obtained and be in full force and effect.
(d) The Closing shall not violate any permit or order, decree or judgment
of any court or governmental body having competent jurisdiction and
there shall not have been instituted any legal or administrative
17
action or proceeding to enjoin the transaction contemplated hereby or
seeking damages from any party with respect thereto.
11.2 Conditions to Obligations of GEII. The obligations of GEII to consummate
the transactions contemplated herein are subject to satisfaction (or waiver
by it) of the following conditions:
(a) The GEP Stockholder acquiring Exchange Stock will be required, at
Closing, to submit an agreement confirming that all the Exchange Stock
received will be acquired for investment and not with a view to, or
for sale in connection with, any distribution thereof, and agreeing
not to transfer any of the Exchange Stock for a period of one year
from the date of the Closing, except for those transfers falling
within the exemption from registration under the Securities Act of
1933 and any applicable state securities laws, which transfers do not
constitute a public distribution of securities, and in which the
transferees execute an investment letter in form and substance
satisfactory to counsel for GEII. The foregoing provision shall not
prohibit the registration of those shares at any time following the
Closing. The GEP Stockholder acquiring Exchange Stock will be required
to transfer to GEII at the Closing his GEP Stock Certificate(s), free
and clear of all liens, mortgages, pledges, encumbrances or changes,
whether disclosed or undisclosed.
(b) All schedules, prepared by GEP shall be current or updated as
necessary as of the Closing Date.
(c) Each party shall have satisfied itself that since the date of this
Agreement the business of the other party has been conducted in the
ordinary course. In addition, each party shall have satisfied itself
that no withdrawals of cash or other assets have been made and no
indebtedness has been incurred since the date of this Agreement,
except in the ordinary course of business or with respect to services
rendered or expenses incurred in connection with the Closing of this
Agreement, unless said withdrawals or indebtedness were either
authorized by the terms of this Agreement or subsequently consented to
in writing by the parties.
(d) Each party covenants that, to the best of its knowledge, it has
complied or will comply in all material respects with all applicable
laws, orders and regulations of federal, state, municipal and/or other
governments and/or any instrumentality thereof, domestic or foreign,
applicable to their assets, to the business conducted by them and to
the transactions contemplated by this Agreement.
11.3 Conditions to Obligation of GEP and the GEP Stockholder. The obligations of
GEP and the GEP Stockholder to consummate the transactions contemplated
herein are subject to satisfaction (or waiver by them) of the following
conditions:
(a) Each party shall have granted to the other party (acting through its
management personnel, counsel, accountants or other representatives
designated by it) full opportunity to examine its books and records,
18
properties, plants and equipment, proprietary rights and other
instruments, rights and papers of all kinds in accordance with
Sections 4 and 5 hereof, and each party shall be satisfied to proceed
with the transactions contemplated by this Agreement upon completion
of such examination and investigation.
(b) GEII and GEP shall agree to indemnify each other party against any
liability to any broker or finder to which that party may become
obligated.
(c) The Exchange shall be approved by the Board of Directors of both GEP
and GEII. Furthermore, the Exchange shall be approved by the
stockholders of GEP and shareholders of GEII, if deemed necessary or
appropriate by counsel for the same, within thirty (30) days following
execution of this Agreement. If such a meeting is deemed necessary,
the management of GEP and GEII agree to recommend approval to the
Shareholder and to solicit proxies in support of the same.
(d) GEII and GEP and their respective legal counsel shall have received
copies of all such certificates, opinions and other documents and
instruments as each party or its legal counsel may reasonably request
pursuant to this Agreement or otherwise in connection with the
consummation of the transactions contemplated hereby, and all such
certificates, opinions and other documents and instruments received by
each party shall be reasonably satisfactory, in form and substance, to
each party and its legal counsel.
(e) Both GEP and GEII shall have the right to waive any or all of the
conditions precedent to its obligations hereunder not otherwise
legally required; provided, however, that no waiver by a party of any
condition precedent to its obligations hereunder shall constitute a
waiver by such party of any other condition.
SECTION 12
TERMINATION, AMENDMENT, WAIVER
12.1 This Agreement may be terminated at any time prior to the Closing, and the
contemplated transactions abandoned, without liability to either party,
except with respect to the obligations of GEII, GEP and the GEP Stockholder
under Section 9.4 hereof:
(a) By mutual agreement of GEII and GEP;
(b) If the Closing (as defined in Section 3) has not have taken place on
or prior to December 31, 2010, this Agreement can be terminated upon
written notice given by GEII or GEP which is not in material default;
(c) By GEII, if in its reasonable believe there has been a material
misrepresentation or breach of warranty on the part of the Stockholder
in the representations and warranties set forth in the Agreement.
19
(d) By GEP or the Stockholder if, in the reasonable belief of GEP or any
the Stockholder, there has been a material misrepresentation or breach
of warranty on the part of GEII in the representations and warranties
set forth in the Agreement;
(e) By GEII if, in its opinion or that of its counsel, the Exchange does
not qualify for exemption from registration under applicable federal
and state securities laws, or qualification, if obtainable, cannot be
accomplished in GEII's opinion or that of its counsel, without
unreasonable expense or effort;
(f) By GEII or by the Stockholder, if either party shall determine in its
sole discretion that the Exchange has become inadvisable or
impracticable by reason of the institution or threat by state, local
or federal governmental authorities or by any other person of material
litigation or proceedings against any party [it being understood and
agreed that a written request by a governmental authority for
information with respect to the Exchange, which information could be
used in connection with such litigation or proceedings, may be deemed
to be a threat of material litigation or proceedings regardless of
whether such request is received before or after the signing of this
Agreement];
(g) By GEII if the business or assets or financial condition of GEP, taken
as a whole, have been materially and adversely affected, whether by
the institution of litigation or by reason of changes or developments
or in operations in the ordinary course of business or otherwise; or,
by the Stockholder if the business or assets or financial condition of
GEII, taken as a whole, have been materially and adversely affected,
whether by the institution of litigation or by reason of changes or
developments or in operations in the ordinary course of business or
otherwise;
(h) By GEII or GEP if, in the opinion of GEII's independent accountants,
it should appear that the combined entity will not be auditable to SEC
accounting standards;
(i) By GEP if GEII fails to perform material conditions set forth in
Sub-Section 11.1 and 11.3 herein;
(j) By GEP if examination of GEII's books and records pursuant to Section
5 herein uncovers a material deficiency;
(k) By GEII if GEP fails to perform material conditions set forth in
Sub-Section 11.1 and 11.2 herein; and
(l) By GEII if examination of GEP's books and records pursuant to Section
4 herein uncovers a material deficiency.
12.2 No modification or amendment of any provision of this Agreement shall be
effective unless specifically made in writing and duly signed by the party
to be bound.
20
12.3 In the event of termination of this Agreement by either GEII or GEP as
provided in Section 12.1, this Agreement shall forthwith become void and
there shall be no liability or obligation on the part of any of the parties
or their respective officers or directors except with respect to Section 9,
which provisions shall survive such termination, and except that,
notwithstanding anything to the contrary contained in this Agreement,
neither GEII nor GEP shall be relieved or released from any liabilities or
damages arising out of its willful and material breach of this Agreement.
SECTION 13
MISCELLANEOUS
13.1 Entire Agreement. This Agreement (including the Exhibits and Schedules
hereto) contains the entire agreement between the parties with respect to
the transactions contemplated hereby, and supersedes all negotiations,
representations, warranties, commitments, offers, contracts, and writings
prior to the date hereof. No waiver and no modification or amendment of any
provision of this Agreement shall be effective unless specifically made in
writing and duly signed by the party to be bound thereby.
13.2 Binding Agreement.
(a) This Agreement shall become binding upon the parties when, but only
when, it shall have been signed on behalf of all parties.
(b) Subject to the condition stated in subsection (a), above, this
Agreement shall be binding upon, and inure to the benefit of, the
respective parties and their legal representatives, successors and
assigns. This Agreement, in all of its particulars, shall be
enforceable by the means set forth in subsection 13.9 for the recovery
of damages or by way of specific performance and the terms and
conditions of this Agreement shall remain in full force and effect
subsequent to Closing and shall not be deemed to be merged into any
documents conveyed and delivered at the time of Closing. In the event
that subsection 13.9 is found to be unenforceable as to any party for
any reason or is not invoked by any party, and any person is required
to initiate any action at law or in equity for the enforcement of this
Agreement, the prevailing party in such litigation shall be entitled
to recover from the party determined to be in default, all of its
reasonable costs incurred in said litigation, including attorneys'
fees.
13.3 Counterparts. This Agreement may be executed in one or more counterparts,
each of which may be deemed an original, but all of which together, shall
constitute one and the same instrument.
13.4 Severability. If any provisions hereof are to be held invalid or
unenforceable by any court of competent jurisdiction or as a result of
future legislative action, such holding or action shall be strictly
construed and shall not affect the validity or effect or any other
provision hereof.
21
13.5 Assignability. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto; provided that
neither this Agreement nor any right hereunder shall be assignable by GEP
or GEII without prior written consent of the other party.
13.6 Captions. The captions of the various Sections of this Agreement have been
inserted only for convenience of reference and shall not be deemed to
modify, explain, enlarge or restrict any of the provisions of this
Agreement.
13.7 Governing Law. The validity, interpretation and effect of this Agreement
shall be governed exclusively by the laws of the State of California.
13.8 Jurisdiction and Venue. Each party hereto irrevocably consents to the
jurisdiction and venue of the state or federal courts located in Orange
County, State of California, in connection with any action, suit,
proceeding or claim to enforce the provisions of this Agreement, to recover
damages for breach of or default under this Agreement, or otherwise arising
under or by reason of this Agreement. The prevailing party may recover
costs and reasonable attorney's fees.
13.9 Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and delivered in person or sent by certified
mail, postage prepaid and properly addressed as follows:
To GEP and GEP Stockholder:
Peter Smith, President
GLOBAL EQUITY PARTNERS PLC
1 Berkeley Street
London W1J 8DJ, United Kingdom
Fax 011 207 016 9100
To GEII:
Neeraj Iyer, President
GLOBAL EQUITY INTERNATIONAL, INC.
20 Truman, Suite 208
Irvine, CA 92620
Fax (949) 222-5014
With a Copy to:
William B. Barnett, Esq.
Law Offices of William B. Barnett
21550 Oxnard, Suite 200
Woodland Hills, CA 91467
Fax (818) 949-2269
22
Any party may from time to time change its address for the purpose of
notices to that party by a similar notice specifying a new address, but no
such change shall be deemed to have been given until it is actually
received by the respective party hereto.
All notices and other communications required or permitted under this
Agreement which are addressed as provided in this Section 13.9 if delivered
personally, shall be effective upon delivery; and, if delivered by mail,
shall be effective three days following deposit in the United States mail,
postage prepaid.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
GLOBAL EQUITY INTERNATIONAL, INC.
By: /s/ Neeraj Iver
---------------------------------------
Neeraj Iyer, President
GLOBAL EQUITY PARTNERS PLC
By: /s/ Peter Smith
---------------------------------------
Peter Smith, President
23
EXHIBIT LIST
Exhibit "A": Consent of Board of Directors of GEP
Exhibit "B": Consent of Board of Directors of GEII
SCHEDULE LIST
Schedule 4.1(b): GEP- Capitalization
Schedule 4.1(c): GEP- Subsidiaries
Schedule 4.1(f): GEP-Litigation
Schedule 4.1(h): GEP-Absence of Certain Changes
Schedule 4.1(i): GEP- Employees
Schedule 4.1(j): GEP-Assets
Schedule 4.1(l): GEP-Operating Authorities
Schedule 5.1(b): GEII-CAPITALIZATION
Schedule 5.1(f): GEII- Subsidiaries
24
EXHIBIT "A"
CONSENT OF DIRECTORS
OF
GLOBAL EQUITY PARTNERS PLC
A special meeting of the Directors of Global Equity Partners PLC (the
"Company"), a Republic of Seychelles Corporation, was held by consent and
without an actual meeting. The undersigned, being all of the Directors, do
hereby waive notice of the time, place and purpose of this meeting of the
Directors of the Company and, in lieu thereof, hereby agree and consent to the
adoption of the following corporate actions.
WHEREAS, the Company intends to exchange all of the issued and outstanding
registered shares of the Company for 20,000,000 shares of GLOBAL EQUITY
INTERNATIONAL, INC. ("GEII") common stock;
WHEREAS, the Company's legal counsel has reviewed a formal agreement
consistent with the terms of the negotiations, which "Plan and Agreement of
Reorganization" is attached hereto;
WHEREAS, it is in the Company's best interests to approve the terms and
execution of the Plan and Agreement of Reorganization on behalf of the Company;
NOW, THEREFORE, BE IT RESOLVED, that the terms and conditions of the
exchange as set forth in the Plan and Agreement of Reorganization be, and the
same hereby are, ratified and confirmed, and the President and Secretary of the
Company are authorized to execute the same on behalf of the Company.
GENERAL AUTHORIZATION
BE IT RESOLVED that the President and Secretary of the Company
be, and they hereby are, authorized, directed and empowered to prepare
or cause to be prepared, execute and deliver all such documents and
instruments and to undertake all such actions as they deem necessary
or advisable in order to carry out and perform any or all of the
matters contemplated by the Plan and Agreement of Reorganization and
as authorized in the foregoing resolution.
IN WITNESS WHEREOF, the undersigned has executed this written consent,
which shall be effective as of November 15, 2010.
/s/ Peter Smith
----------------------------------
Peter Smith, Director
25
EXHIBIT B
CONSENT OF DIRECTORS
OF
GLOBAL EQUITY INTERNATIONAL, INC.
A special meeting of the Directors of Global Equity International, Inc.
(the "Corporation"), a Nevada corporation, was held by consent and without an
actual meeting. The undersigned, being all of the Directors, do hereby waive
notice of the time, place and purpose of this meeting of the Directors of the
Corporation and, in lieu thereof, hereby agree and consent to the adoption of
the following corporate actions.
WHEREAS, the Corporation intends to purchase all the issued and outstanding
registered shares of Global Equity Partners PLC ("GEP") in exchange for
approximately 20,000,000 shares of the Corporation's common stock;
WHEREAS, the Corporation's legal counsel has prepared a formal agreement
consistent with the terms of the letter of intent, which "Plan and Agreement of
Reorganization" is attached hereto as Exhibit "A";
WHEREAS, it is in the Corporation's best interests to approve the terms and
execution of the Plan and Agreement of Reorganization on behalf of the
Corporation;
NOW, THEREFORE, BE IT RESOLVED that the terms and conditions of the
exchange as set forth in the Plan and Agreement of Reorganization be, and the
same hereby are, ratified and confirmed, and the President of the Corporation is
authorized to execute the same on behalf of the Corporation.
GENERAL AUTHORIZATION
BE IT RESOLVED that the President and Secretary of the
Corporation be, and they hereby are, authorized, directed and
empowered to prepare or cause to be prepared, execute and deliver all
such documents and instruments and to undertake all such actions as
they deem necessary or advisable in order to carry out and perform any
or all of the matters contemplated by the Plan and Agreement of
Reorganization and is authorized in the foregoing resolution.
IN WITNESS WHEREOF, the undersigned has executed this written consent, which
shall be effective as of November 15, 2010.
/s/ Neeraj Iver
----------------------------------
Neeraj Iyer, Director
26
No schedules were attached to this Agreement at closing for the reason that all
schedules referred to in the Agreement were due diligence files reviewed by the
parties prior to the closing.
27