Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K YEAR ENDED MARCH 31, 2010 - RTS Oil Holdings, Inc. | k033110.htm |
| EX-31.02 - RTS Oil Holdings, Inc. | ex3102k033110.htm |
| EX-10.03 - RTS Oil Holdings, Inc. | ex1003k033110.htm |
| EX-10.04 - RTS Oil Holdings, Inc. | ex1004k033110.htm |
| EX-32.01 - RTS Oil Holdings, Inc. | ex3201k033110.htm |
| EX-31.01 - RTS Oil Holdings, Inc. | ex3101k033110.htm |
| EX-32.02 - RTS Oil Holdings, Inc. | ex3202k033110.htm |
SHARE
EXCHANGE AGREEMENT
This Share Exchange Agreement ("the
Agreement"), dated as of the 7th day of May, 2010, by and among:
(1) GEO POINT TECHNOLOGIES INC., a Utah
corporation (the “Company”), and
(2) GSM OIL HOLDINGS LIMITED, a Cyprus
limited liability company (“GSM”), and
(3) SUMMIT TRUSTEES PLLC, a
professional limited liability company, the holder of all of the outstanding
shares of GSM,(the “Shareholder”), and
(1), (2)
and (3) referred individually and jointly in the Agreement as Party or Parties
with reference to the following:
A. The
Shareholder owns an aggregate of 100% of the issued and outstanding ordinary
shares in GSM represented by 1,000 shares issued and outstanding all of which
are duly authorized, validly issued and fully paid and non assessable;
and
B. GSM is
the 100% owner of its subsidiary, GSM OIL B.V., a Dutch private company limited
by shares (“the Subsidiary”); and
C. The
Subsidiary is prepared to acquire 100% of the issued and outstanding shares in
SINUR-OIL LLP (“the Target”), a Kazakhstan limited partnership; and
D. THE
COMPANY has authorized capital stock of (i) 100,000,000 shares of Common Stock,
$.001 par value per share; (ii) 5,000,000 shares of Preferred Stock, $.001 par
value per share; and (iii)3,257,000 shares issued and outstanding all of which
are duly authorized, validly issued and fully paid and non
assessable.
E. The
common shares of GEO POINT TECHNOLOGIES INC., are registered
under
section 12(g) of the Securities Exchange Act of 1934 and are traded on the OTCBB
under the symbol “GNNC”.
F. Each
of THE COMPANY, GSM and the GSM Shareholder believes that it is in its best
interests for THE COMPANY to issue to the GSM Shareholder an aggregate of
26,808,000 shares of its common stock, par value $.001 per share (“Company
Shares”) in exchange for all of the outstanding shares of GSM, upon the terms
and subject to the conditions set forth in this Agreement; and
G. It is
the intention of the parties that: (i) said exchange of shares shall qualify as
a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the “Code”); and (ii) said exchange shall qualify as a
transaction in securities exempt from registration or qualification under the
Securities Act of 1933, as amended and in effect on the date of this Agreement
(the “Securities Act”); and
H. It is
the further intention of the parties that upon the closing of this transaction
all of the outstanding shares of GSM be acquired by THE COMPANY and the
Shareholder will effectively acquire and become a controlling shareholder of THE
COMPANY.
NOW, THEREFORE, the parties hereto
agree as follows:
ARTICLE
1
THE
TRANSACTION
1.01 At the Closing, a total of 1,000
common shares, which represents all of the outstanding shares of GSM, shall be
acquired by THE COMPANY in exchange for 26,808,000 newly issued restricted
common shares of THE COMPANY.
1.02 At the Closing, the Shareholder
will deliver certificate(s) for all of the outstanding shares of GSM, duly
endorsed so as to make THE COMPANY the sole holder thereof, free and clear of
all claims and encumbrances.
1.03 Following the Share Exchange (the
Transaction), The Target’s 100% participatory interest will be indirectly owned
by THE COMPANY, and GSM will be a wholly owned subsidiary of THE COMPANY, and
the Shareholder will effectively acquire THE COMPANY.
ARTICLE
2
THE
CLOSING
2.01 The closing of the Share Exchange
transaction (the "Closing") shall take place at 8:00 a.m. MDT on the day when
the conditions to closing set forth in this Agreement have been satisfied or
waived, or at such other time and date as the parties hereto shall agree in
writing (the "Closing Date"), simultaneously at the offices of Summit Trustees
PLLC, 257 East 200 South, Suite 490, Salt Lake City, Utah 84111 and the
registered office of GSM, Poseidonos, 1, LEDRA BUSINESS CENTRE, Egkomi, P.C.
2406, Nicosia, Cyprus.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
THE COMPANY hereby represents and
warrants to GSM follows:
3.01 THE COMPANY shall deliver to GSM,
on or before Closing, each of the following:
(a)
Financial Statements. Audited financial statements of THE COMPANY including, but
not limited to, balance sheets and profit and loss statements from inception to
its fiscal year ended March 31, 2010, prepared in accordance with United States
generally accepted accounting principles and which fairly present the financial
condition of THE COMPANY at the dates thereof. (Schedule A)
(b)
Property. An accurate list and description of all property, real or personal,
owned by THE COMPANY of a value equal to or greater than $1,000.00. (Schedule
B.)
(c) Liens
and Liabilities. A complete and accurate list of all material liens,
encumbrances, easements, security interests or similar interests in or on any of
the assets listed on Schedule A. (Schedule C.) A complete and accurate list of
all debts, liabilities and obligations of THE COMPANY incurred or owing as of
the date of this Agreement. (Schedule C.1.)
2
(d)
Leases and Contracts. A complete and accurate list describing all material terms
of each lease (whether of real or personal property) and each contract,
promissory note, mortgage, license, franchise, or other written agreement to
which THE COMPANY is a party which involves or can reasonably be expected to
involve aggregate future payments or receipts by THE COMPANY (whether by the
terms of such lease, contract, promissory note, license, franchise or other
written agreement or as a result of a guarantee of the payment of or indemnity
against the failure to pay same) of $1,000.00 or more annually during the
twelve-month period ended March 31, 2010, or any consecutive
twelve-month period hereafter, except any of said instruments which terminate or
are cancelable without penalty during such twelve-month period. (Schedule
D.)
(e) Loan
Agreements and Debt Notes. Complete and accurate copies of all loan agreements
and other documents with respect to obligations of THE COMPANY for the repayment
of borrowed money. (Schedule E.)
(f)
Consents Required. A complete list of all agreements wherein consent to the
transaction herein contemplated is required to avoid default thereunder; or
where notice of such transaction is required at or subsequent to closing, or
where consent to an acquisition, consolidation, or sale of all or substantially
all of the assets is required to avoid a default thereunder. (Schedule
F.)
(g)
Articles and Bylaws. Complete and accurate copies of the Articles of
Incorporation and Bylaws of THE COMPANY together with all amendments thereto to
the date hereof. (Schedule G.)
(h)
Shareholders. A copy of the current share register as maintained by THE
COMPANY’s transfer agent, together with a complete list of all persons or
entities holding any rights to subscribe for, acquire, or receive shares of the
capital stock of THE COMPANY (whether warrants, calls, options, or conversion
rights), including copies of all stock option plans whether qualified or
nonqualified, and other similar agreements. (Schedule H.)
(i)
Officers and Directors. A complete and current list of all Officers and
Directors of THE COMPANY. (Schedule I.)
(j)
Salary Schedule. A complete and accurate list (in all material respects) of the
names and the current salary rate for each resent employee of THE COMPANY who
received $1,000.00 or more in aggregate compensation from THE COMPANY whether in
salary, bonus or otherwise, during the financial year 2009, or who is
presently scheduled to receive from THE COMPANY a salary in excess of
$1,000.00 during the current financial year, including in each case the amount
of compensation received or scheduled to be received, and a schedule of the
hourly rates of all other employees listed according to departments. (Schedule
J.)
(k)
Litigation. A complete and accurate list (in all material respects) of all
material civil, criminal, administrative, arbitration or other such proceedings
or investigations (including without limitations unfair labor practice matters,
labor organization activities, environmental matters and civil rights
violations) pending or, to the knowledge of THE COMPANY threatened, which may
materially and adversely affect THE COMPANY. (Schedule K.)
(l) Tax
Returns. Accurate copies of all Federal and State tax returns for THE COMPANY
for the last fiscal year. (Schedule L.)
3
(m)
Agency Reports. Copies of all material reports or filings and a list of the
categories of reports or filings made on a regular basis, made by THE COMPANY
under ERISA, EEOC, FDA and all other governmental agencies (federal, state or
local) during the last fiscal year. (Schedule M.)
(n)
Banks. A true and complete list (in all material respects), as of the date of
this Agreement, showing (1) the name of each bank in which THE COMPANY has an
account or safe deposit box, and (2) the names and addresses of all signatories.
(Schedule N.)
(o)
Jurisdictions Where Qualified. A list of all jurisdictions wherein THE COMPANY
is qualified to do business and is in good standing. (Schedule O.)
(p)
Subsidiaries. A complete list of all subsidiaries of THE COMPANY. (Schedule P.)
The term "Subsidiary" or "Subsidiaries" shall include corporations,
unincorporated associations, partnerships, joint ventures, or similar entities
in which THE COMPANY has an interest, direct or indirect.
(q) Union
Matters. An accurate list and description (in all material respects) of all
union contracts and collective bargaining agreements of THE COMPANY, if any.
(Schedule Q.)
(r)
Employee and Consultant Contracts. A complete and accurate list of all employee
and consultant contracts which THE COMPANY may have, other than those listed in
the schedule on Union Matters. (Schedule R.)
(s)
Employee Benefit Plans. Complete and accurate copies of all salary, stock
options, bonus, incentive compensation, deferred compensation, profit sharing,
retirement, pension, group insurance, disability, death benefit or other benefit
plans, trust agreements or arrangements of THE COMPANY in effect on the date
hereof or to become effective after the date thereof, together with copies of
any determination letters issued by the Internal Revenue Service with respect
thereto. (Schedule S.)
(t)
Insurance Policies. A complete and accurate list (in all material respects) and
a description of all material insurance policies naming THE COMPANY as an
insured or beneficiary or as a loss payable payee or for which THE COMPANY has
paid all or part of the premium in force on the date hereof, specifying any
notice or other information possessed by THE COMPANY regarding possible claims
thereunder, cancellation thereof or premium increases thereon, including any
policies now in effect naming THE COMPANY as beneficiary covering the business
activities of THE COMPANY. (Schedule T.)
(u)
Customers. A complete and accurate list (in all material respects) of the
customers of THE COMPANY, including presently effective contracts by or assigned
to THE COMPANY, accounting for the principal revenues of THE COMPANY, indicating
the dollar amounts of gross income of each such customer for the period ended
March 31, 2010. (Schedule U.)
(v)
Licenses and Permits. A complete list of all licenses, permits and other
authorizations of THE COMPANY. (Schedule V.)
3.02 Organization, Standing and Power.
THE COMPANY is a corporation duly organized, validly existing and in good
standing under the laws of the State of Utah with all requisite corporate power
to own or lease its properties and carry on its businesses as are now being
conducted.
4
3.03 Qualification. THE COMPANY is duly
qualified and is licensed as a foreign corporation authorized to do business in
each jurisdiction wherein it conducts its business operations. Such
jurisdictions, which are the only jurisdictions in which THE COMPANY is duly
qualified and licensed as a foreign corporation, are shown in Schedule
O.
3.04 Capitalization of THE COMPANY. On
the Closing Date, immediately before the Share Exchange, THE COMPANY shall have
authorized (a) 100,000,000 shares of Common Stock, $.001 par value per share;
(b) 5,000,000 shares of Preferred Stock, $.001 par value per share; and
(c)3,257,000 shares issued and outstanding all of which are duly authorized,
validly issued and fully paid and non assessable; (d) a warrant to issue on the
Closing Date an additional 35,000 shares of newly issued stock to a third party;
and (e) a warrant to issue further 30,000 shares six months following the
Closing Date.
3.05 Authority. The execution and
delivery of this Agreement and consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate actions, including
but not limited to duly and validly authorized action and approval by the Board
of Directors, on the part of THE COMPANY. This Agreement constitutes the valid
and binding obligation of THE COMPANY enforceable against it in accordance with
its terms, subject to the principles of equity applicable to the availability of
the remedy of specific performance. This Agreement has been duly executed by THE
COMPANY and the execution and delivery of this Agreement and the consummation of
the transactions contemplated by this Agreement shall not result in any breach
of any terms or provisions of THE COMPANY's Articles of Incorporation or Bylaws
or of any other agreement, court order or instrument to which THE COMPANY is a
party or bound by.
3.06 Absence of Undisclosed
Liabilities. THE COMPANY has no material liabilities of any nature, whether
fixed, absolute, contingent or accrued, which were not reflected on the
financial statements set forth in Schedule A or otherwise disclosed in this
Agreement or any of the Schedules or Exhibits attached hereto.
3.07 Absence of Changes. Since March
31, 2009 there has not been any material adverse change in the condition
(financial or otherwise), assets, liabilities, earnings or business of THE
COMPANY, except for changes resulting from completion of those transactions
described in Section 5.01.
3.08 Tax Matters. All taxes and other
assessments and levies which THE COMPANY is required by law to withhold or to
collect have been duly withheld and collected, and have been paid over to the
proper government authorities or are held by THE COMPANY in separate bank
accounts for such payment or are represented by depository receipts, and all
such withholdings and collections and all other payments due in connection
therewith (including, without limitation, employment taxes, both the employee's
and employer's share) have been paid over to the government or placed in a
separate and segregated bank account for such purpose. There are no known
deficiencies in income taxes for any periods and further, the representations
and warranties as to absence of undisclosed liabilities contained in Section
3.06 includes any and all tax liabilities of whatsoever kind or nature
(including, without limitation, all federal, state, local and foreign income,
profit, franchise, sales, use and property taxes) due or to become due, incurred
in respect of or measured by THE COMPANY income or business prior to the Closing
Date.
5
3.09 Options, Warrants, etc. Except as
otherwise described in section 3.04 d and e and Schedule H, there are no
outstanding options, warrants, calls, commitments or agreements of any character
to which THE COMPANY or its shareholders are a party or by which THE COMPANY or
its shareholders are bound, or are a party, calling for the issuance of shares
of capital stock of THE COMPANY or any securities representing the right to
purchase or otherwise receive any such capital stock of THE
COMPANY.
3.10 Title to Assets. Except for liens
set forth in Schedule C, THE COMPANY is the sole unconditional owner of, with
good and marketable title to, all assets listed in the schedules as owned by it
and all other property and assets are free and clear of all mortgages, liens,
pledges, charges or encumbrances of any nature whatsoever.
3.11 Agreements in Force and Effect.
Except as set forth in Schedules D and E, all material contracts, agreements,
plans, promissory notes, mortgages, leases, policies, licenses, franchises or
similar instruments to which THE COMPANY is a party are valid and in full force
and effect on the date hereof, and THE COMPANY has not breached any material
provision of, and is not in default in any material respect under the terms of,
any such contract, agreement, plan, promissory note, mortgage, lease, policy,
license, franchise or similar instrument which breach or default would have a
material adverse effect upon the business, operations or
financial
condition of THE COMPANY.
3.12 Legal Proceedings, Etc. Except as
set forth in Schedule K, there are no civil, criminal, administrative,
arbitration or other such proceedings or investigations pending or, to the
knowledge of either THE COMPANY or the shareholders thereof, threatened, in
which, individually or in the aggregate, an adverse determination would
materially and adversely affect the assets, properties, business or income of
THE COMPANY. THE COMPANY has substantially complied with, and is not in default
in any material respect under, any laws, ordinances, requirements, regulations
or orders applicable to its businesses.
3.13 Governmental Regulation. To the
knowledge of THE COMPANY and except as set forth in Schedule K, THE COMPANY is
not in violation of or in default with respect to any applicable law or any
applicable rule, regulation, order, writ or decree of any court or any
governmental commission, board, bureau, agency or instrumentality, or delinquent
with respect to any report required to be filed with any governmental
commission, board, bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business, operations or financial
condition of THE COMPANY.
3.14 Brokers and Finders. There are no
brokerage fees, commissions or finders' fees payable in connection with the
transactions contemplated herein.
3.15 Accuracy of Information. No
representation or warranty by THE COMPANY contained in this Agreement and no
statement contained in any certificate or other instrument delivered or to be
delivered to GSM pursuant hereto or in connection with the transactions
contemplated hereby (including without limitation all Schedules and exhibits
hereto) contains or will contain any untrue statement of material fact or omits
or will omit to state any material fact necessary in order to make the
statements contained herein or therein not misleading.
3.16 Subsidiaries. Except as listed in
Schedule P, THE COMPANY does not have any other subsidiaries or own capital
stock representing ten percent (10%) or more of the issued and outstanding stock
of any other corporation.
6
3.17 Consents. Except as listed in
Schedule F, no consent or approval of, or registration, qualification or filing
with, any governmental authority or other person is required to be obtained or
accomplished by THE COMPANY or any shareholder thereof in connection with the
consummation of the transactions contemplated hereby.
3.18 Improper Payments. Neither THE
COMPANY, nor any person acting on behalf of THE COMPANY has made any payment or
otherwise transmitted anything of value, directly or indirectly, to (a) any
official or any government or agency or political subdivision thereof for the
purpose of influencing any decision affecting the business of THE COMPANY (b)
any customer, supplier or competitor of THE COMPANY or employee of such
customer, supplier or competitor, for the purpose of obtaining, retaining or
directing business for THE COMPANY or (c) any political party or any candidate
for elective political office nor has any fund or other asset of THE COMPANY
been maintained that was not fully and accurately recorded on the books of
account of THE COMPANY.
3.19 Copies of Documents. THE COMPANY
has made available for inspection and copying by GSM and its duly authorized
representatives, and will continue to do so at all times, true and correct
copies of all documents which it has filed with the Securities and Exchange
Commission and all other governmental agencies which are material to the terms
and conditions contained in this Agreement. Furthermore, all filings by THE
COMPANY with the Securities and Exchange Commission, and all other governmental
agencies, including but not limited to the Internal Revenue Service, have
contained information which is true and correct, to the best knowledge of the
Board of Directors of THE COMPANY, in all material aspects and did not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements made therein not misleading or which could have
any material adverse effect upon the financial condition or operations of THE
COMPANY or adversely effect the objectives of this Agreement with respect to GSM
including, but not limited to, the issuance and subsequent trading of the shares
of common stock of THE COMPANY to be received hereby, subject to compliance by
the shareholders of GSM with applicable law.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF GSM
GSM and the Subsidiary hereby represent
and warrant to THE COMPANY as follows:
4.01 GSM shall deliver to THE COMPANY,
on or before Closing, the following:
(a)
Financial Statements. The most recently available audited financial statements
of GSM and its subsidiaries, prepared in accordance with United States generally
accepted accounting principles and which fairly present the financial condition
of GSM and its subsidiaries at the dates thereof. (Schedule AA)
(b)
Property. An accurate list and description of all property, real or personal
owned by GSM, the Subsidiary and the Target of a value equal to or greater than
$1,000.00. (Schedule BB)
7
(c) Liens
and Liabilities. A complete and accurate list of all material liens,
encumbrances, easements, security interests or similar interests in or on any of
the assets listed on Schedule BB. (Schedule CC.) A complete and accurate list of
all debts, liabilities and obligations of GSM, the
Subsidiary and the Target. (Schedule CC.1.)
(d)
Leases and Contracts. A complete and accurate list describing all material terms
of material leases (whether of real or personal property) and each contract,
promissory note, mortgage, license, franchise, or other written agreement to
which GSM, the Subsidiary or the Target is a party which involves or can
reasonably be expected to involve aggregate future payments or receipts by GSM,
the Subsidiary or the Target (whether by the terms of such lease, contract,
promissory note, license, franchise or other written agreement or as a result of
a guarantee of the payment of or indemnity against the failure to pay same) of
$1,000.00 or more annually during the twelve-month period ended December 31,
2009 or any consecutive twelve-month period presiding Closing date, except any
of said instruments which terminate or are cancelable without penalty during
such twelve-month period. (Schedule DD.)
(e) Loan
Agreements and Debt Notes. Complete and accurate copies of all loan agreements
and other documents with respect to obligations of GSM, the Subsidiary and the
Target for the repayment of borrowed money. (Schedule EE.)
(f)
Consents Required. A complete list of all GSM’s, the Subsidiary’s and the
Target’s agreements wherein consent to the transaction herein contemplated is
required to avoid a default thereunder; or where notice of such transaction is
required at or subsequent to closing, or where consent to an acquisition,
consolidation, or sale of all or substantially all of the assets is required to
avoid a default thereunder. (Schedule FF.)
(g)
Articles and Bylaws. Complete and accurate copies of the Articles of
Incorporation and Bylaws of GSM, the Subsidiary and the Target together with all
amendments thereto to the date hereof. (Schedule GG.)
(h)
Shareholders. A complete list of all persons or entities holding capital stock
of GSM or any rights to subscribe for acquire, or receive shares of
the capital stock of GSM(whether warrants, calls, options, or conversion
rights), including copies of all stock option plans whether qualified or
nonqualified, and other similar agreements. (Schedule HH.)
(i)
Officers and Directors. A complete and current list of all officers and
Directors of GSM, the Subsidiary and the Target. (Schedule II.)
(j)
Salary Schedule. A complete and accurate list (in all material respects) of the
names and the current salary rate or each present employee of GSM, the
Subsidiary and the Target who received $1,000 or more in aggregate compensation
from GSM whether in salary, bonus or otherwise, during the year 2009, or who is
presently scheduled to receive from GSM a salary in excess of $1,000.00 during
the year ending December 31, 2009,including in each case the amount of
compensation received or scheduled to be received, and a schedule of the hourly
rates of all other employees listed according to departments. (Schedule
JJ.)
8
(k)
Litigation. A complete and accurate list (in all material respects) of all
material civil, criminal, administrative, arbitration or other such proceedings
or investigations (including without limitations unfair labor
practice matters, labor organization activities, environmental
matters and civil rights violations) pending or, to the knowledge of GSM
threatened, which may materially and adversely affect GSM, the Subsidiary or the
Target. (Schedule KK.)
(l) Tax
Returns. Accurate copies of all tax returns of GSM, the Subsidiary and the
Target filed in Cyprus, Kazakhstan or any other jurisdiction through the period
ended December 31, 2009 or during any twelve month period preceding the Closing
date (Schedule LL.)
(m)
Agency Reports. Copies of all material reports or filings (and a list of the
categories of reports or filings made on a regular basis) made by GSM, the
Subsidiary and the Target with any governmental agencies. (Schedule
MM.)
(n) A
true and complete list (in all material respects), as of the date of this
Agreement, showing (1) the name of each bank in which GSM, the Subsidiary and
the Target has an account or safe deposit box, and (2) the names and addresses
of all signatories. (Schedule NN.)
(o)
Jurisdictions Where Qualified. A list of all jurisdictions wherein GSM, the
Subsidiary and the Target are qualified to do business and is in good standing.
(Schedule OO.)
(p)
Subsidiaries. A complete list of all subsidiaries of GSM. (Schedule PP.) The
term "Subsidiary" or "Subsidiaries" shall include corporations, unincorporated
associations, partnerships, joint ventures, or similar entities in which GSM has
an interest, direct or indirect.
(q) Union
Matters. An accurate list and description (in all material respects of union
contracts and collective bargaining agreements of GSM, the Subsidiary and the
Target, if any. (Schedule QQ.)
(r)
Employee and Consultant Contracts. A complete and accurate list of all employee
and consultant contracts which GSM, the Subsidiary or the Target may have, other
than those listed in the schedule on Union Matters. (Schedule RR.)
(s)
Employee Benefit Plans. Complete and accurate copies of all salary, stock
option, bonus, incentive compensation, deferred compensation, profit sharing,
retirement, pension, group insurance, disability, death benefit or other benefit
plans, trust agreements or arrangements of GSM in effect on the date hereof or
to become effective after the date thereof, together with copies of any
determination letters issued by the Internal Revenue Service with respect
thereto. (Schedule SS.)
(t)
Insurance Policies. A complete and accurate list (in all material respects) and
description of all material insurance policies naming GSM, the Subsidiary or the
Target as an insured or beneficiary or as a loss payable payee or for which GSM
is paid all or part of the premium in force on the date hereof, specifying any
notice or other information possessed by GSM regarding possible claims there
under, cancellation thereof or premium increases thereon, including any policies
now in effect naming GSM as beneficiary covering the business activities of GSM.
(Schedule TT.)
9
(u)
Customers. A complete and accurate list (in all material respects) of the
customers of GSM, the Subsidiary and the Target including all presently
effective contracts of GSM to be assigned to GSM, accounting for the principle
revenues of GSM, indicating the dollar amounts of gross revenues of each such
customer for the period ended December 31, 2009. (Schedule UU.)
(v)
Licenses and Permits. A complete list of all licenses, permits and other
authorizations of GSM, the Subsidiary and the Target. (Schedule
VV.)
4.02 Organization, Standing and Power.
GSM is a corporation duly organized, validly existing and in good standing under
the laws of the Republic of Cyprus with all requisite corporate power to own or
lease its properties and carry on its business as is now being
conducted.
4.03 Qualification. GSM is duly
qualified and licensed as a foreign corporation authorized to do business in
each jurisdiction wherein it conducts business operations. Such jurisdictions,
which are the only jurisdictions in which GSM is duly qualified and licensed as
a foreign corporation, is shown in Schedule OO.
4.04 Capitalization of GSM. The
authorized capital stock of GSM consists of 5,000 shares of Common Stock, par
value $1.00 per share, of which the only shares issued and outstanding are 1,000
shares issued to the shareholder(s) listed on Schedule HH, which shares were
duly authorized, validly issued and fully paid and none-assessable. There are no
preemptive rights with respect to the GSM stock.
4.05 Authority. The execution and
delivery of this Agreement and consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate action, including
but not limited to duly and validly authorized action and approval by the Board
of Directors, on the part of GSM. This Agreement constitutes the valid and
binding obligation of GSM, enforceable against it in accordance with its terms,
subject to the principles of equity applicable to the availability of the remedy
of specific performance. This Agreement has been duly executed by GSM and the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement shall not result in any breach of
any terms or provisions of GSM's Articles of Incorporation or Bylaws or of any
other agreement, court order or instrument to which GSM is a party or
bound.
4.06 Absence of Undisclosed
Liabilities. GSM, the Subsidiary, and the Target has no material liabilities of
any nature, whether fixed, absolute, contingent or accrued, which were not
reflected on the financial statements set forth in Schedule AA or otherwise
disclosed in this Agreement or any of the Schedules or Exhibits attached
hereto.
4.07 Absence of Changes. Since the date
of inception, there has not been any material adverse change in the condition
(financial or otherwise), assets, liabilities, earnings or business of GSM, the
Subsidiary, or the Target, except for changes resulting from completion of the
Transaction.
10
4.08 Tax Matters. All taxes and other
assessments and levies which GSM, the Subsidiary, and the Target is required by
law to withhold or to collect have been duly withheld and collected, and have
been paid over to the proper government authorities or are held by GSM in
separate bank accounts for such payment or are represented by depository
receipts, and all such withholdings and collections and all other payments due
in connection therewith (including, without limitation, employment taxes, both
the employee's and employer's share) have been paid over to the government or
placed in a separate and segregated bank account for such purpose. There are no
known deficiencies in income taxes for any periods and further, the
representations and warranties as to absence of undisclosed liabilities
contained in Section 4.06 includes any and all tax liabilities of whatsoever
kind or nature (including, without limitation, all federal, provincial, local
and foreign income, profit, franchise, sales, use and property taxes) due or to
become due, incurred in respect of or measured by GSM income or business prior
to the Closing Date.
4.09 Options, Warrants, etc. Except as
otherwise described in Schedule HH, there are no outstanding options, warrants,
calls, commitments or agreements of any character to which GSM or its
shareholders are a party or by which GSM or its shareholders are bound, or are a
party, calling for the issuance of shares of capital stock of GSM or any
securities representing the right to purchase or otherwise receive any such
capital stock of GSM.
4.10 Title to Assets. Except for liens
set forth in Schedule CC, GSM, the Subsidiary, and the Target are the
sole and unconditional owners of, with good and marketable title to, all the
assets and patents listed in the schedules as owned by them and all other
property and assets are free and clear of all mortgages, liens, pledges, charges
or encumbrances of any nature whatsoever.
4.11 Agreements in Force and Effect.
Except as set forth in Schedules DD and EE, all material contracts, agreements,
plans, promissory notes, mortgages, leases, policies, licenses, franchises or
similar instruments to which GSM, the Subsidiary, or the Target is a party are
valid and in full force and effect on the date hereof, and GSM, the Subsidiary,
or the Target has not breached any material provision of, and is not in default
in any material respect under the terms of, any such contract, agreement, plan,
promissory note, mortgage, lease, policy, license, franchise or similar
instrument which breach or default would have a material adverse effect upon the
business, operations or financial condition of GSM.
4.12 Legal Proceedings, Etc. Except as
set forth in Schedule KK, there are no civil, criminal, administrative,
arbitration or other such proceedings or investigations pending or, to the
knowledge of GSM, threatened, in which, individually or in the aggregate, an
adverse determination would materially and adversely affect the assets,
properties, business or income of GSM, the Subsidiary, or the Target. GSM has
substantially complied with, and is not in default in any material respect
under, any laws, ordinances, requirements, regulations or orders applicable to
its businesses.
11
4.13 Governmental Regulation. To the
knowledge of GSM and except as set forth in Schedule KK, GSM, the Subsidiary, or
the Target is not in violation of or in default with respect to any applicable
law or any applicable rule, regulation, order, writ or decree of any court or
any governmental commission, board, bureau, agency or instrumentality, or
delinquent with respect to any report required to be filed with any governmental
commission, board, bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business, operations or financial
condition of GSM.
4.14 Broker and Finders. There are no
brokerage fees, commissions or finders' fees payable in connection with the
transactions contemplated herein.
4.15 Accuracy of Information. No
representation or warranty by GSM contained in this Agreement and no statement
contained in any certificate or other instrument delivered or to be delivered to
THE COMPANY pursuant hereto or in connection with the transactions contemplated
hereby (including without limitation all Schedules and Exhibits hereto) contains
or will contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary in order to make the statements contained
herein or therein not misleading.
4.16 Subsidiaries. Except as listed in
Schedule PP, GSM does not have any other subsidiaries or own capital stock
representing ten percent (10%) or more of the issued and outstanding stock of
any other corporation.
4.17 Consents. Except as listed in
Schedule FF, no consent or approval of, or registration, qualification or filing
with, any other governmental authority or other person is required to be
obtained or accomplished by GSM, the Subsidiary, the Target or any shareholder
thereof, in connection with the consummation of the transactions contemplated
hereby.
4.18 Improper Payments. No person
acting on behalf of GSM has made any payment or otherwise transmitted anything
of value, directly or indirectly, to (a) any official or any government or
agency or political subdivision thereof for the purpose of influencing any
decision affecting the business of GSM, or (b) any political party or any
candidate for elective political office, nor has any fund or other asset of GSM
been maintained that was not fully and accurately recorded on the books of
account of GSM.
4.19 Copies of Documents. GSM has made
available or caused the Subsidiary and the Target to made available for
inspection and copying by THE COMPANY and its duly authorized representatives,
and will continue to do so at all times, true and correct copies of all
documents which it has filed with any governmental agencies which are material
to the terms and conditions contained in this Agreement. Furthermore, all
filings by GSM with governmental agencies, including but not limited to any
taxing authority, have contained information which is true and correct in all
material respects and did not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements made therein
not misleading or which could have any material adverse effect upon the
financial condition or operations of GSM or adversely affect the objectives of
this Agreement.
12
4.20 Investment Intent of Shareholders.
Each shareholder of GSM represents and warrants to THE COMPANY that the shares
of THE COMPANY being acquired pursuant to this Agreement are being acquired for
his own account and for investment and not with a view to the public resale or
distribution of such shares and further acknowledges that the shares being
issued have not been registered under the Securities Act and are "restricted
securities" as that term is defined in Rule 144 promulgated under the Securities
Act and must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is
available.
ARTICLE
5
CONDUCT
AND TRANSACTIONS PRIOR TO THE
EFFECTIVE
TIME OF THE SHARE EXCHANGE
5.01 Parties Conduct and Transactions.
During the period from the date hereof to the date of Closing, the Parties
shall:
(a)
Conduct their operations in the ordinary course of business, including but not
limited to, paying all obligations as they mature, complying with all applicable
tax laws, filing all tax returns required to be filed and paying all taxes
due;
(b)
Maintain their records and books of account in a manner that fairly and
correctly reflects its income, expenses, assets and liabilities;
5.02 Company Conduct and Transactions.
THE COMPANY shall not during such period, except in the ordinary course of
business, without the prior written consent of GSM:
(a)
Except as otherwise contemplated or required by this Agreement, sell, dispose of
or encumber any of its properties or assets;
(b)
Declare or pay any dividends on shares of its capital stock or make any other
distribution of assets to the holders thereof;
(c)
Except as set forth in paragraph 5.01(c) above, issue, reissue or sell, or issue
options or rights to subscribe to, or enter into any contract or commitment to
issue, reissue or sell, any shares of its capital stock or acquire or agree to
acquire any shares of its capital stock;
(d)
Except as otherwise contemplated and required by this Agreement, amend its
Articles of Incorporation or merge or consolidate with or into any other
corporation or sell all or substantially all of its assets or change
in any manner the rights of its capital stock or other securities;
(e)
Except as contemplated or required by this Agreement, pay or incur any
obligation or liability, direct or contingent, of more than $1,000, excluding
the acquisitions identified in Paragraph C of this Agreement;
(f) Incur
any indebtedness for borrowed money, assume, guarantee, endorse or otherwise
become responsible for obligations of any other party, or make loans or advances
to any other party, excluding the acquisitions identified in Paragraph B of this
Agreement;
(g) Make
any material change in its insurance coverage;
13
(h)
Increase in any manner the compensation, direct or indirect, of any of its
officers or executive employees; except in accordance with existing employment
contracts;
(i) Enter
into any agreement or make any commitment to any labor union or
organization;
(j) Make
any capital expenditures, excluding the acquisitions identified in Paragraph C
of this Agreement.
5.03 Conduct and Transactions of GSM.
During the period from the date hereof to the date of Closing, GSM
shall:
(a)
Obtain an investment letter from each of the beneficiary shareholder or owner of
GSM in a form substantially like that attached hereto as Exhibit B.
(b)
Conduct the operations of GSM in the ordinary course of business.
5.04 GSM shall not during such period,
except in the ordinary course of business, without the prior written consent of
THE COMPANY:
(a)
Except as otherwise contemplated or required by this Agreement, sell, dispose of
or encumber any of the properties or assets of GSM;
(b)
Declare or pay any dividends on shares of its capital stock or make any other
distribution of assets to the holders thereof;
(c)
Issue, reissue or sell, or issue options or rights to subscribe to, or enter
into any contract or commitment to issue, reissue or sell, any shares of its
capital stock or acquire or agree to acquire any shares of its capital
stock;
(d)
Except as otherwise contemplated and required by this Agreement, amend its
Articles of Incorporation or merge or consolidate with or into any other
corporation or sell all or substantially all of its assets or change in any
manner the rights of its capital stock or other securities;
(e)
Except as otherwise contemplated and required by this Agreement, pay or incur
any obligation or liability, direct or contingent, of more than
$1,000;
(f)
Except as otherwise contemplated and required by this Agreement incur any
indebtedness for borrowed money, assume, guarantee, endorse or otherwise become
responsible for obligations of any other party, or make loans or advances to any
other party;
(g) Make
any material change in its insurance coverage;
(h)
Increase in any manner the compensation, direct or indirect, of any of its
officers or executive employees; except in accordance with existing employment
contracts;
(i) Enter
into any agreement or make any commitment to any labor union or
organization;
14
(j) Make
any material capital expenditures, excluding however, the acquisitions
identified in Paragraph C of this Agreement; or
(k)
Unless contemplated by this Agreement allow any of the foregoing actions to be
taken by any subsidiary of GSM.
ARTICLE
6
RIGHTS OF
INSPECTION
6.01 During the period from the date of
this Agreement to the date of Closing of the acquisition, THE COMPANY and GSM
agree to use their best efforts to give the other party, including its
representatives and agents, full access to the premises, books and records of
each of the entities, and to furnish the other with such financial and operating
data and other information including, but not limited to, copies of all legal
documents and instruments referred to on any schedule or exhibit hereto, with
respect to the business and properties of THE COMPANY or GSM, as the case may
be, as the other shall from time to time request; provided, however, if there
are any such investigations: (1) they shall be conducted in such manner as not
to unreasonably interfere with the operation of the business of the other
parties and (2) such right of inspection shall not affect in any way whatsoever
any of the representations or warranties given by the respective parties
hereunder. In the event of termination of this Agreement, THE COMPANY and GSM
will each return to the other all documents, work papers and other materials
obtained from the other party in connection with the transactions contemplated
hereby, and will take such other steps necessary to protect the confidentiality
of such material.
ARTICLE
7
CONDITIONS
TO CLOSING
7.01 Conditions to Obligations of GSM.
The obligation of GSM to perform this Agreement is subject to the satisfaction
of the following conditions on or before the Closing unless waived in writing by
GSM.
(a)
Representations and Warranties. There shall be no information disclosed in the
schedules delivered by THE COMPANY which in the opinion of GSM would materially
adversely affect the proposed transaction and intent of the parties as set forth
in this Agreement. The representations and warranties of THE COMPANY set forth
in Article 3 hereof shall be true and correct in all material respects as of the
date of this Agreement and as of the Closing as though made on and as of the
Closing, except as otherwise permitted by this Agreement.
(b)
Performance of Obligations. THE COMPANY shall have in all material respects
performed all agreements required to be performed by it under this Agreement and
shall have performed in all material respects any actions contemplated by this
Agreement prior to or on the Closing and THE COMPANY shall have complied in all
material respects with the course of conduct required by this
Agreement.
(c)
Corporate Action. THE COMPANY shall have furnished minutes, certified copies of
corporate resolutions and/or other documentary evidence satisfactory to GSM that
THE COMPANY has submitted with this Agreement and any other documents required
hereby to such parties for approval as provided by applicable law.
15
(d)
Consents. Execution of this Agreement by the shareholders of GSM and any
consents necessary for or approval of any party listed on any Schedule delivered
by THE COMPANY whose consent or approval is required pursuant thereto shall have
been obtained.
(e)
Financial Statements. GSM shall have been furnished with audited financial
statements of THE COMPANY including, but not limited to, balance sheets and
profit and loss statements from inception through the fiscal year end March 31,
2010. Such financial statements shall have been prepared in conformity with
United States generally accepted accounting principles on a basis consistent
with those of prior periods and fairly present the financial position of THE
COMPANY as of the periods stated.
(f)
Statutory Requirements. All statutory requirements for the valid consummation by
THE COMPANY of the transactions contemplated by this Agreement shall have been
fulfilled.
(g)
Governmental Approval. All authorizations, consents, approvals, permits and
orders of all federal and state governmental agencies required to be obtained by
THE COMPANY for consummation of the transactions contemplated by this Agreement
shall have been obtained.
(h)
Changes in Financial Condition of THE COMPANY. There shall not have occurred any
material adverse change in the financial condition or in the operations of the
business of THE COMPANY, except expenditures in furtherance of this Agreement,
excluding the acquisitions identified in Paragraph B of this
Agreement.
(i)
Absence of Pending Litigation. THE COMPANY is not engaged in or threatened with
any suit, action, or legal, administrative or other proceedings or governmental
investigations pertaining to this Agreement or the consummation of the
transactions contemplated hereunder.
(j)
Authorization for Issuance of Stock. GSM shall have received in form and
substance satisfactory to GSM a letter instructing and authorizing the Registrar
and Transfer Agent for the shares of common stock of THE COMPANY to issue stock
certificates representing ownership of THE COMPANY common stock to GSM
shareholders in accordance with the terms of this Agreement and a letter from
said Registrar and Transfer Agent acknowledging receipt of the letter of
instruction and stating to the effect that the Registrar and Transfer Agent
holds adequate supplies of stock certificates necessary to comply with the
letter of instruction and the terms and conditions of this
Agreement.
7.02 Conditions to Obligations of THE
COMPANY. The obligation of THE COMPANY to perform this Agreement is subject to
the satisfaction of the following conditions on or before the Closing unless
waived in writing by THE COMPANY.
(a)
Representations and Warranties. There shall be no information disclosed in the
schedules delivered by GSM, which in the opinion of THE COMPANY, would
materially adversely affect the proposed transaction and intent of the parties
as set forth in this Agreement. The representations and warranties of GSM set
forth in Article 4 hereof shall be true and correct in all material respects as
of the date of this Agreement and as of the Closing as though made on and as of
the Closing, except as otherwise permitted by this Agreement.
16
(b)
Performance of Obligations. GSM shall have in all material respects performed
all agreements required to be performed by it under this
Agreement and shall have performed in all material respects any actions
contemplated by this Agreement prior to or on the Closing and GSM shall have
complied in all respects with the course of conduct required by this
Agreement.
(c)
Corporate Action. GSM shall have furnished minutes, certified copies of
corporate resolutions and/or other documentary evidence satisfactory to Counsel
for THE COMPANY that GSM has submitted with this Agreement and any other
documents required hereby to such parties for approval as provided by applicable
law.
(d)
Consents. Any consents necessary for or approval of any party listed on any
Schedule delivered by GSM, whose consent or approval is required pursuant
thereto, shall have been obtained.
(e)
Financial Statements. THE COMPANY shall have been furnished with audited
financial statements of GSM including, but not limited to, balance sheets and
profit and loss statements from inception through the fiscal year end December
31, 2009. Such financial statements shall have been prepared in conformity with
United States generally accepted accounting principles on a basis consistent
with those of prior periods and fairly present the financial position of GSM as
of the periods stated.
(f)
Statutory Requirements. All statutory requirements for the valid consummation by
GSM and the Target of the transactions contemplated by this Agreement shall have
been fulfilled.
(g)
Governmental Approval. All authorizations, consents, approvals, permits and
orders of all federal and state governmental agencies required to be obtained by
GSM and the Target for consummation of the transactions contemplated by this
Agreement shall have been obtained.
(h)
Employment Agreements. Existing GSM employment agreements will have been
delivered to THE COMPANY.
(i)
Changes in Financial Condition of GSM. There shall not have occurred any
material adverse change in the financial condition or in the operations of the
business of GSM, except expenditures in furtherance of this
Agreement.
(j)
Absence of Pending Litigation. GSM, the Subsidiary or the Target is not engaged
in or threatened with any suit, action, or legal, administrative or other
proceedings or governmental investigations pertaining to this Agreement or the
consummation of the transactions contemplated hereunder.
(k)
Shareholder Approval. The GSM shareholders and creditors shall have approved the
Agreement.
(l)
Acquisition of Target. Closing of the proposed acquisition of the
Target by the Subsidiary as specified in Paragraph C of this Agreement, within
sixty days following execution of the this Agreement.
17
(m)
Confirmation of Assets and Operations. GSM shall provide evidence and
confirmation that Target has substantially all the assets described in Schedule
7.01, that it has complied with and received all government and other approvals
and licenses necessary to operate micro oil refineries and to perform all
associated sales and distribution activities. GSM shall also provide
evidence that the Target has completed a test run with satisfactory analytical
results of the products and confirmation that the refinery has begun or is
prepared to begin commercial operations.
(n)
Satisfaction of creditors. Repayment and/or retiring of all specifically
identified in Schedule EE, GSM’s and the Subsidiary’s credits, loans, debts, by
the Shareholder.
ARTICLE
8
MATTERS
SUBSEQUENT TO CLOSING
8.01 Covenant of Further Assurance. The
parties covenant and agree that they shall, from time to time, execute and
deliver or cause to be executed and delivered all such further instruments of
conveyance, transfer, assignments, receipts and other instruments, and shall
take or cause to be taken such further or other actions as the other party or
parties to this Agreement may reasonably deem necessary in order to carry out
the purposes and intent of this Agreement.
ARTICLE
9
NATURE
AND SURVIVAL OF REPRESENTATIONS
9.01 All statements contained in any
written certificate, schedule, exhibit or other written instrument delivered by
THE COMPANY or GSM pursuant hereto, or otherwise adopted by THE COMPANY, by its
written approval, or by GSM by its written approval, or in connection with the
transactions contemplated hereby, shall be deemed representations and warranties
by THE COMPANY or GSM as the case may be. All representations, warranties and
agreements made by either party shall survive for the period of the applicable
statute of limitations and until the discovery of any claim, loss, liability or
other matter based on fraud, if longer.
ARTICLE
10
TERMINATION
OF AGREEMENT AND ABANDONMENT OF MERGER
10.01 Termination. Anything herein to
the contrary notwithstanding, this Agreement and any agreement executed as
required hereunder and the acquisition contemplated hereby may be terminated at
any time before the Closing as follows:
(a) By
mutual written consent of the Boards of Directors of THE COMPANY and
GSM.
(b) By
the Board of Directors of THE COMPANY if any of the conditions set forth in
Section 7.02 shall not have been satisfied by the Closing Date.
(c) By
the Board of Directors of GSM if any of the conditions set forth in Section 7.01
shall not have been satisfied by the Closing Date.
18
10.02 Termination of Obligations and
Waiver of Conditions; Payment of Expenses. In the event this Agreement and the
acquisition are terminated and abandoned pursuant to this Article 10 hereof,
this Agreement shall become void and of no force and effect and there shall be
no liability on the part of any of the parties hereto, or their respective
directors, officers, shareholders or controlling persons to each other. Each
party hereto will pay all costs and expenses incident to its negotiation and
preparation of this Agreement and any of the documents evidencing the
transactions contemplated hereby, including fees, expenses and disbursements of
counsel.
ARTICLE
11
EXCHANGE
OF SHARES; FRACTIONAL SHARES
11.01 Exchange of Shares. At the
Closing, THE COMPANY shall issue a letter to the transfer agent of THE COMPANY
with a copy of the resolution of the Board of Directors of THE COMPANY
authorizing and directing the issuance of THE COMPANY shares as contemplated by
this Agreement.
11.02 Restrictions on Shares Issued to
GSM. Due to the fact that
GSM will
receive shares of THE COMPANY common stock in connection with the
acquisition
which have not been registered under the 1933 Act by virtue of the exemption
provided in Section 4(2) of such Act, those shares of THE COMPANY will contain
the following legend:
The
shares represented by this certificate have not been registered under the
Securities Act of 1933. The shares have been acquired for investment and may not
be sold or offered for sale in the absence of an effective Registration
Statement for the shares under the Securities Act of 1933 or an opinion of
counsel to the Corporation that such registration is required.
ARTICLE
12
MISCELLANEOUS
12.01 Construction. This Agreement
shall be construed and enforced in accordance with the laws of the State of Utah
excluding the conflicts of laws.
12.02 Notices. All notices necessary or
appropriate under this
Agreement
shall be effective when personally delivered or deposited in the United States
mail, postage prepaid, certified or registered, return receipt requested, and
addressed to the parties last known addresses which currently located
at:
(1) GEO POINT TECHNOLOGIES INC.: 257
East 200 South, Suite 490, Salt Lake City, Utah 84111, USA;
(2) GSM OIL HOLDINGS LIMITED:
Poseidonos, 1 LEDRA BUSINESS CENTRE
Egkomi,
P.C. 2406, Nicosia, Cyprus;
(3) SUMMIT TRUSTEES PLLC: 257 East 200
South, Suite 490
Salt Lake
City, Utah 84111;
19
12.03 Amendment and Waiver. The parties
hereby may, by mutual agreement in writing signed by each party, amend this
Agreement in any respect. Any term or provision of this Agreement may be waived
in writing at any time by the party which is entitled to the benefits thereof,
such waiver right shall include, but not be limited to, the right of either
party to:
(a)
Extend the time for the performance of any of the obligations of the
other;
(b) Waive
any inaccuracies in representations by the other contained in this Agreement or
in any document delivered pursuant hereto;
(c) Waive
compliance by the other with any of the covenants contained in this Agreement,
and performance of any obligations by the other; and
(d) Waive
the fulfillment of any condition that is precedent to the performance by the
party so waiving of any of its obligations under this Agreement. Any writing on
the part of a party relating to such amendment, extension or waiver as provided
in this Section 12.03 shall be valid if authorized or ratified by the Board of
Directors of such party.
12.04 Remedies not Exclusive. No remedy
conferred by any of the specific provisions of this Agreement is intended to be
exclusive of any other remedy, and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise. The election of any one
or more remedies by THE COMPANY or GSM shall not constitute a waiver of the
right to pursue other available remedies.
12.05 Counterparts. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
12.06 Benefit. This Agreement shall be
binding upon, and inure to the benefit of, the respective successors and assigns
of THE COMPANY and GSM and its shareholders.
12.07 Entire Agreement. This Agreement
and the Schedules and Exhibits attached hereto, represent the entire agreement
of the undersigned regarding the subject matter hereof, and supersedes all prior
written or oral understandings or agreements between the parties.
12.08 Each Party to Bear its Own
Expense. THE COMPANY and GSM shall each bear their own respective expenses
incurred in connection with the negotiation, execution, closing, and performance
of this Agreement, including counsel fees and accountant fees.
12.09 Captions and Section Headings.
Captions and section headings used herein are for convenience only and shall not
control or affect the meaning or construction of any provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement of the date
first above written.
(1) GEO
POINT TECHNOLOGIES, INC.
/s/
Jeffrey Jensen
By:
Jeffrey Jensen
Its:
President/CEO
20
(2) GSM
OIL HOLDINGS LIMITED.
|
/s/
Georgios Chr. Kyrou and
|
/s/
Eleni Laou
|
|
By:
Georgios Chr. Kyrou,
|
By:
Eleni Laou
|
|
Its:
Directors
|
(3) GSM
OIL HOLDINGS LIMITED SHAREHOLDER
/s/ Asael
T. Sorensen
By: Asael
T. Sorensen, Manager/Owner
SUMMIT
TRUSTEES PLLC
21