EXHIBIT 2.1
THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made the 14th day of June,
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2001,
AMONG:
GeoAlert Inc., (herein referred to as "GeoAlert")
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(formerly ▇▇▇▇▇▇▇ Lake Minerals, Inc.)
a Nevada reporting company of Suite 8,
▇▇▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
OF THE FIRST PART
AND:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
OF THE SECOND PART
AND:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
OF THE THIRD PART
AND:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
OF THE FOURTH PART
AND:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
OF THE FIFTH PART
AND:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
OF THE SIXTH PART
(collectively, the "Moonlight Shareholders")
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AND:
Moonlight R&D Inc., ("Moonlight")
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of ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
OF THE SEVENTH PART
2
WHEREAS:
A. The Moonlight Shareholders are the owners of all of the issued and
outstanding capital stock of Moonlight (the "Moonlight Shares").
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B. The Moonlight Shareholders wish to exchange all of the Moonlight
Shares for 11,000,000 shares of capital stock of GeoAlert representing 70% of
the voting power of GeoAlert after the Closing (as determined on a fully diluted
basis);
C. The parties entered into a letter of intent dated March 20, 2001 which
is superseded by this Agreement;
D. GeoAlert currently has 4,700,000 shares of common stock issued and
outstanding and unallocated working capital of US$500,000.
NOW, THEREFORE, that in consideration of the representations, warranties and
covenants set forth herein, the parties agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
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Definitions
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1.01 In this Agreement, including the recitals hereto, the following words
and phrases shall have the following meanings:
(a) "Closing" means the completion of the transactions contemplated by
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this Agreement which is to occur on June 18, 2001;
(b) "GeoAlert Shares" means 11,000,000 common shares of GeoAlert issued to
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the Moonlight Shareholders in consideration for the Moonlight Shares;
(c) "Exchange Act" means the Securities Exchange Act of 1934 and the
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regulations promulgated thereunder as amended from time to time;
(d) "Moonlight Shareholders" means ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇
▇. ▇▇▇▇▇▇;
(e) "Moonlight Shares" means all of the issued and outstanding capital
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stock of Moonlight held by the Moonlight Shareholders;
(f) "SEC" means the Securities and Exchange Commission;
---
(g) "Securities Act" means the Securities Act of 1933 and the regulations
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promulgated thereunder as amended from time to time.
Captions and Section Numbers
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1.02 The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this Agreement and are
not intended to interpret, define or limit the scope, extent or intent of this
Agreement.
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Extended Meanings
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1.03 The words "hereof", "herein", "hereunder" and similar expressions used
in any clause, paragraph or section of this Agreement shall relate to the whole
of this Agreement and not to that clause, paragraph or section only, unless
otherwise expressly provided.
Number and Gender
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1.04 Whenever the singular or masculine or neuter is used in this
Agreement, the same shall be construed to mean the plural or feminine or body
corporate where the context of this Agreement or the parties hereto so require.
Section References
------------------
1.05 Any reference to a particular "article", "section", "subsection" or
other subdivision is to the particular article, section or other subdivision of
this Agreement.
Governing Law
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1.06 This Agreement and all matters arising hereunder shall be governed by,
construed and enforced in accordance with the laws of the State of Ohio without
regard to conflicts of laws principles . All disputes arising under this
Agreement shall be referred to the Courts of the State of Ohio.
Currency
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1.07 All sums of money referred to are the lawful currency of the United
States of America.
Schedules
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1.08 The schedules attached are incorporated into this Agreement. All terms
defined in this Agreement shall have the same meaning in such schedules. The
schedules to this Agreement are as follows:
Schedule A: Shareholders of GeoAlert after Closing.
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Schedule B: Options to be granted by GeoAlert to Directors, Officers
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and employees of GeoAlert.
Schedule C: Management Contract Terms.
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ARTICLE 2
SHARE EXCHANGE
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Share Exchange
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2.01 The Moonlight Shareholders will exchange all of the Moonlight Shares
in consideration for the GeoAlert Shares which shall be delivered at Closing and
distributed in accordance with Section 2.01 of the Disclosure Schedule.
ARTICLE 3
[Reserved]
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF GEOALERT
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Representations and Warranties
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4.01 GeoAlert represents and warrants to Moonlight and the Moonlight
Shareholders, with the intent that Moonlight and the Moonlight Shareholders will
rely thereon in entering into this Agreement and in concluding the transactions
contemplated hereby, that:
(a) GeoAlert is duly incorporated and validly exists in good standing in
the State of Nevada and has the necessary corporate power, authority and
capacity to own its property and assets and to carry on its business as
presently conducted and is duly licensed to carry on business in all
jurisdictions in which it presently carries on business;
(b) The authorized capital stock of GeoAlert consists of 200,000,000
shares of common stock, par value $0.001 per share (the "GeoAlert Common
---------------
Stock"). As of the close of business on the day immediately prior to the Closing
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Date, there are (i) 4,700,000 shares of GeoAlert Common Stock issued and
outstanding, (ii) 7,000,000 shares of GeoAlert Common Stock held in the treasury
of GeoAlert, (iii) no shares of GeoAlert Common Stock issuable upon the exercise
of outstanding stock options, and (iv) no shares of GeoAlert Common Stock
issuable upon the exercise of outstanding warrants or other convertible
securities. Except as set forth in Section 4 of the Disclosure Schedule, no
shares of capital stock or other equity securities of GeoAlert are outstanding
or reserved for issuance. Except as described in this Section 4 or in Section 4
of the Disclosure Schedule, there are no outstanding securities, options,
warrants, calls, rights (including any pre-emptive rights or anti-dilution
rights) or contracts of any kind to which GeoAlert is a party or by which any of
them is bound obligating GeoAlert to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity or
voting securities of GeoAlert or obligating GeoAlert to issue, grant, extend or
enter into any such security, option, warrant, call, right or contract. All of
the issued and outstanding shares of capital stock of GeoAlert have been issued
in full compliance with the Securities Act and any and all applicable state
securities and blue sky laws. Immediately after the Closing, the GeoAlert Shares
will be duly authorized, validly issued, fully paid and nonassessable, and,
immediately following the Closing, the GeoAlert Shares will represent 70% of the
voting power of GeoAlert (as determined on a fully diluted basis). Set forth on
Schedule A is a list of stockholders of GeoAlert immediately following the
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Closing including the number of shares of GeoAlert owned by such stockholder
immediately following the Closing. The disclosures contained in Schedule A will
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represent all of the issued and outstanding capital stock of GeoAlert
immediately following the Closing;
(c) GeoAlert is a reporting company under the Exchange Act and its shares
are quoted on the NASD OTC Bulletin Board. GeoAlert has timely filed all
required reports, schedules, forms, statements and other documents with the SEC
since it was required to do so (collectively, and in each case including all
exhibits and schedules thereto and documents incorporated by reference therein,
as amended, the "SEC Documents"). As of their respective dates, the SEC
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Documents complied in all respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and the rules and regulations of the
SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC
Documents (including any and all financial statements included therein) as of
such dates contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. None of the SEC Documents contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The consolidated
financial statements of GeoAlert included in the SEC Documents (the "SEC
---
Financial Statements") comply as to form in all
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respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto, have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto),
and fairly present the consolidated financial position of GeoAlert and its
consolidated subsidiaries as of the dates thereof and the consolidated income,
stockholders' equity and cash flows for the periods then ended (subject, in the
case of unaudited quarterly statements, to normal year-end audit adjustments,
none of which, individually or in the aggregate, is material);
(d) GeoAlert has no liabilities other than (i) liabilities reflected on
the most recent balance sheet of GeoAlert included in the SEC Financial
Statements, and (ii) liabilities incurred in the ordinary course of business
consistent with past practice since the date of the most recent balance sheet of
GeoAlert included in the SEC Financial Statements;
(e) Other than as disclosed in the most recent balance sheet of GeoAlert
included in the SEC Financial Statements, no indebtedness for borrowed money of
GeoAlert contains any restriction upon the incurrence of indebtedness for
borrowed money by GeoAlert or restricts the ability of GeoAlert to grant any
liens on its properties or assets. Immediately following the Closing, GeoAlert
will have unallocated working capital in an amount equal to $500,000;
(f) none of GeoAlert's properties or assets are in the possession of or
under the control of any other person;
(g) GeoAlert's operating history, employees and benefit plans are as
stated in the SEC Documents;
(h) except for the transactions referred to or contemplated herein there
has not been:
(A) any changes in the condition or operations of the business,
assets or financial position of GeoAlert which are, individually
or in the aggregate, materially adverse; or
(B) any damage, destruction or loss or other event, development or
condition, of any character (whether or not covered by insurance)
which has not been disclosed to Moonlight and the Moonlight
Shareholders, which has or may materially and adversely affect
the business, assets, properties or future prospects of GeoAlert;
(i) all material financial transactions of GeoAlert have been accurately
recorded in the books and records of GeoAlert and such books and records fairly
present the financial position and the corporate affairs of GeoAlert;
(j) except for matters disclosed herein or in the SEC Financial
Statements, since January 1, 2000, GeoAlert has not:
(A) transferred, assigned, sold or otherwise disposed of any of its
assets or cancelled any debts or claims except in each case in
the ordinary and usual course of business;
(B) incurred or assumed any obligation or liability (fixed or
contingent), except unsecured current obligations and liabilities
incurred in the ordinary and normal course of business;
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(C) declared or made, or committed itself to make, any payment of any
dividend or other distribution in respect of any of its shares or
purchased or redeemed any of its shares or split, consolidated or
reclassified any of its shares;
(D) suffered any operating loss or any material extraordinary loss or
entered into any material commitment or transaction not in the
ordinary and usual course of business;
(E) waived or surrendered any right of substantial value;
(F) made any gift of money or of any property or assets to any
person;
(G) amended or changed or taken any action to amend or change its
corporate governance documents;
(H) increased or agreed to increase the pay of, or paid or agreed to
pay any pension, bonus, share of profits or other similar benefit
of, any director, employee or officer or former director,
employee or officer of GeoAlert;
(I) mortgaged, pledged, subjected to lien, granted a security
interest in or otherwise encumbered any of its assets or
property, whether tangible or intangible; or
(J) authorized or agreed or otherwise have become committed to do any
of the foregoing;
(k) GeoAlert is not party to, bound by or subject to any indenture,
mortgage, lease, agreement, instrument, judgement or decree which would be
violated or breached by, or under which default would occur or which could be
terminated, cancelled or accelerated, in whole or in part, as a result of the
execution and delivery of this Agreement or the consummation of any of the
transactions provided for herein, and no consent, approval or authorization of
any other person is required to consummate the transactions contemplated hereby;
(l) there is not any suit, action, litigation, arbitration proceeding or
governmental proceeding, including appeals and applications for review, in
progress, pending or threatened against, or relating to GeoAlert or affecting
its assets, properties or business; and there is not presently outstanding
against GeoAlert any judgement, decree, injunction, rule or order of any court,
governmental department, commission, agency, instrumentality or arbitrator;
(m) GeoAlert has complied with all laws and is not in violation of any
law, regulation or rule which, individually or in the aggregate, would be
materially adverse to GeoAlert. There have been no allegations or inquiries
concerning any violation of any law, regulation or rule by GeoAlert within the
past three years;
(n) GeoAlert has the requisite corporate power and authority to enter into
this Agreement and, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by GeoAlert and the consummation by
GeoAlert of the transactions contemplated hereby have been duly authorized by
the Board of Directors of GeoAlert, which constitutes all necessary corporate
action on the part of GeoAlert. This Agreement has been duly executed and
delivered by GeoAlert and constitutes a valid and binding obligation of
GeoAlert, enforceable against GeoAlert in accordance with its terms;
(o) GeoAlert is not a party to any written or oral agreement with any
broker or finder requiring any payment in connection with this Agreement.
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Survival
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4.02 The representations and warranties contained in Section 4.01 shall not
survive the Closing; provided, however, that for purposes of any claims based on
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fraud, the representations and warranties contained in Section 4.01 shall
survive the Closing.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
MOONLIGHT AND THE MOONLIGHT SHAREHOLDERS
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5.01 Moonlight and the Moonlight Shareholders jointly and severally
represent and warrant to GeoAlert, with the intent that GeoAlert will rely
thereon in entering into this Agreement and in concluding the transactions
contemplated hereby, that:
(a) Moonlight was duly incorporated in the State of Ohio on November 29,
1999. Moonlight is a valid and subsisting corporation in good
standing under the laws of Ohio, has the necessary corporate power,
authority and capacity to own its property and assets and to carry on
its business as presently conducted and is duly licensed to carry on
business in all jurisdictions in which it presently carries on
business;
(b) [Reserved];
(c) the authorized capital of Moonlight consists of 500 shares of common
stock with a no par value per share, of which 500 common shares are
issued and outstanding as fully paid and non-assessable. No Person has
any agreement or option, present or future, contingent, absolute or
capable of becoming an agreement or option or which with the passage
of time or the occurrence of any event could become an agreement or
option:
(i) to require Moonlight to issue any further or other shares in its
capital or any other security convertible or exchangeable into
shares in its capital or to convert or exchange any securities
into or for shares in the capital of Moonlight;
(ii) for the issue or allotment of any of the authorized but unissued
shares in the capital of Moonlight;
(iii) to require Moonlight to purchase, redeem or otherwise acquire
any of the issued and outstanding shares in the capital of
Moonlight; or
(iv) to acquire Moonlight shares;
(d) Moonlight's shares have been duly and validly allotted and issued and
are outstanding as fully paid and non-assessable shares in the capital
of Moonlight;
(e) Moonlight and the Moonlight Shareholders have good and sufficient
right and authority to enter into this Agreement on the terms and
conditions herein contained;
(g) this Agreement constitutes a valid, binding and enforceable obligation
of Moonlight and the Moonlight Shareholders. On Closing, neither
Moonlight or the Moonlight Shareholders will be a party to, bound by
or subject to any indenture, mortgage, lease, agreement, instrument,
statute, regulation, order, judgement, decree or law which would
8
be violated, contravened or breached by or under which any default
would occur as a result of the execution and delivery by Moonlight or
the Moonlight Shareholders of this Agreement or the performance by
Moonlight or the Moonlight Shareholders of any of the terms hereof;
(h) at Closing, except as set forth in Section 5 of the Disclosure
Schedule, Moonlight will not be indebted to any party; and
(i) except as set forth in Section 5 of the Disclosure Schedule, Moonlight
is not a party to any written or oral agreement with any broker or
finder requiring any payment in connection with this Agreement.
Survival
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5.02 The representations and warranties contained in Section 5.01 shall not
survive the completion of the transactions contemplated by this Agreement;
provided, however, that for purposes of any claims based on fraud, the
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representations and warranties contained in Section 5.01 shall survive the
Closing.
ARTICLE 6
CONDITIONS PRECEDENT TO COMPLETION
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Conditions Precedent to Obligation of Moonlight and Moonlight Shareholders
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6.01 The obligation of Moonlight and the Moonlight Shareholders to carry
out the terms and conditions of this Agreement is subject to and conditional
upon the fulfilment, on or before Closing, of the following conditions:
(a) the representations and warranties of GeoAlert set out in Article 4
shall be true and correct at and as of the Closing as if such
representations and warranties were made at and as of the Closing;
(b) GeoAlert shall have performed and complied with all agreements,
covenants and conditions required by this Agreement to be performed or
complied with by GeoAlert on or before the Closing; and
(c) GeoAlert shall have delivered the documents and other items referred
to in Article 7.
6.02 The conditions described in section 6.01 are conditions only to
Moonlight being required to complete the transactions contemplated by this
Agreement and are not conditions to the existence of a binding agreement. If
the conditions described in section 6.01 have not been satisfied or waived at or
prior to the Closing, Moonlight and the Moonlight Shareholders may elect not to
complete.
6.03 All of the conditions precedent set out in section 6.01 are for the
sole and exclusive benefit of Moonlight and the Moonlight Shareholders and may
be waived, in whole or in part, by notice in writing to GeoAlert.
Conditions Precedent to Obligation of GeoAlert
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6.04 The obligation of GeoAlert to carry out the terms and conditions of
this Agreement is subject to and conditional upon the fulfilment, on or before
the Closing of the following:
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(a) the representations and warranties of Moonlight and the Moonlight
Shareholders set out in Article 5 shall be true and correct at and as
of the Closing as if such representation and warranties were made at
and as of the Closing;
(b) Moonlight and the Moonlight Shareholders having performed and complied
with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by Moonlight or the
Moonlight Shareholders on or before the Closing;
(c) Moonlight or the Moonlight Shareholders, as the case may be, shall
have delivered or caused to be delivered to GeoAlert the documents and
other item referred to in Article 7;
6.05 The conditions described in section 6.04 are conditions only to
GeoAlert being required to complete the transactions contemplated by this
Agreement and are not conditions to the existence of a binding agreement. If
such conditions have not been satisfied or waived at or prior to the Closing,
GeoAlert may elect not to complete.
6.06 The conditions precedent set out in section 6.04 are for the sole and
exclusive benefit of GeoAlert and may be waived, in whole or in part, by notice
in writing to Moonlight and the Moonlight Shareholders.
ARTICLE 7
CLOSING & COVENANTS
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Time and Place of Closing
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7.01 The Closing and the other transactions contemplated by this Agreement
shall be completed on June 18, 2001 (the "Closing Date") at 10:00 a.m. (local
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time in Cleveland, Ohio) at the offices of ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP.
Closing Documents
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7.02 At the Closing, GeoAlert shall deliver to Moonlight the following:
(a) share certificates representing the GeoAlert Shares;
(b) a resolution of the Board of GeoAlert authorizing the consummation of
the transactions contemplated herein, including the issuance of the
GeoAlert Shares to the Moonlight Shareholders;
(c) resignation of ▇▇▇▇▇ ▇▇▇▇, the current sole director and officer of
GeoAlert;
(d) a resolution of the Board of Directors of GeoAlert appointing nominees
of the Moonlight Shareholders as the directors and officers of
GeoAlert;
(e) an Indemnity and Release executed by ▇▇▇▇▇ ▇▇▇▇;
(f) any and all of the books and records of GeoAlert;
(g) any and all documentation (including loan agreements, promissory
notes) executed in connection with the loans made by GeoAlert to
Moonlight as referenced in Section 7.06; and
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(h) such other documents and instruments that may be necessary to complete
the transactions contemplated hereunder.
7.03 At the Closing, Moonlight shall deliver, or cause to be delivered, the
following:
(a) share certificates for the Moonlight Shares endorsed for transfer to
GeoAlert; and
(b) a resolution of the Board of Directors of Moonlight authorizing
the consummation of the transactions contemplated herein.
Covenants
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7.04 GeoAlert agrees, at or immediately after Closing, to create a stock
option plan for the new Directors, Officers and employees of GeoAlert and to
grant such persons options to purchase common shares of GeoAlert in the amounts
and at the exercise prices set out in Schedule B hereto and in accordance with
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option agreements in a form acceptable to the Moonlight Shareholders.
7.05 The parties agree that following Closing, GeoAlert will adopt management
employment agreements having the principal terms set out in Schedule C to this
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Agreement.
7.06 The parties hereto agree that indebtedness in the amount of $250,000 due
and owing to GeoAlert from Moonlight as of the Closing Date shall, immediately
following the Closing, be deemed a contribution to capital by GeoAlert and
neither Moonlight nor the Moonlight Shareholders shall be obligated to repay to
GeoAlert such indebtedness.
ARTICLE 8
GENERAL PROVISIONS
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Notices
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8.01 All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand, faxed or mailed postage prepaid addressed as follows:
To GeoAlert:
GeoAlert Inc.
▇/▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
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To the Moonlight Shareholders:
c/o Moonlight R&D Inc.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To Moonlight:
Moonlight R&D Inc.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as may be given in writing by the parties and shall be
deemed to have been received, if delivered by hand, on the date of delivery, if
faxed to the facsimile numbers set out above, on the business day next following
the date of transmission and if mailed as aforesaid to the addresses set out
above then on the fifth business day following the posting thereof provided that
if there shall be between the time of mailing and the actual receipt of the
notice a mail strike, slowdown or other labour dispute which might affect the
delivery of the notice by the mails, then the notice shall only be effective if
actually delivered or faxed to the facsimile numbers set out above.
Non-Merger
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8.02 Notwithstanding the completion of the transactions contemplated by
this Agreement, the waiver of any condition contained herein (unless such waiver
expressly releases a party from any such representation, warranty, covenant or
agreement) or any investigation made by Moonlight, the representations,
warranties, covenants and agreements of the parties set forth herein shall
survive the Closing and will remain in full force and effect and shall not be
extinguished or merged in any way by the delivery or recording of any deed or
any other instrument relating to the completion of the transactions contemplated
by this Agreement.
Time of Essence
---------------
8.03 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
Binding Effect
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8.04 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
Entire Agreement
----------------
8.05 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and shall supersede all previous
expectations, understandings, communications, representations and agreements
whether verbal or written between the parties with respect to the subject matter
hereof.
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Further Assurances
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8.06 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further and other things
as may be necessary or desirable to implement and carry out the intent of this
Agreement.
Amendments
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8.07 No amendment to this Agreement shall be valid unless it is evidenced
by a written agreement executed by all of the parties hereto.
Counterparts
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8.08 This Agreement may be executed in counterpart and/or by facsimile.
[Signature Pages Follow]
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GEOALERT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
Name:
Title:
MOONLIGHT R&D, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SCHEDULE A
----------
▇▇▇▇▇ ▇▇▇▇▇▇ 500,000 shares
▇▇▇▇ ▇▇▇▇▇▇ 500,000 shares
Event Horizon Ltd. 500,000 shares
Swordfish Capital 500,000 shares
Orcus Global Inc. 500,000 shares
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 500,000 shares
▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 shares
▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,000 shares
Lauren Gorgounis 1,000 shares
Perry Gorgounis 1,000 shares
▇▇▇ ▇▇▇▇▇ 1,000 shares
▇▇▇▇ ▇▇▇▇▇▇ 1,000 shares
▇▇▇▇▇ ▇▇▇▇ 1,000 shares
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 1,000 shares
▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,000 shares
▇▇▇ ▇▇▇▇▇▇ 1,000 shares
Jeeves Investments Ltd. 600,000 shares
Sunnyside Holdings Ltd. 600,000 shares
First Nevisian Stockbrokers 490,000 shares
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 8,165,000 shares
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,905,000 shares
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 275,000 shares
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. 110,000 shares
▇▇▇▇▇ ▇▇▇▇▇▇ 110,000 shares
Alexander von Steeruwitz 271,875 shares
▇▇▇▇▇▇ ▇▇▇▇ 163,125 shares
----------------------
TOTAL: 15,700,000 shares
15
SCHEDULE B
----------
TO SHARE EXCHANGE AGREEMENT DATED JUNE 14, 2001
[Options to be Granted by GeoAlert to Directors, Officers and Employees of
GeoAlert]
RDS Tasks of Ohio, Inc.
16
SCHEDULE C
----------
TO SHARE EXCHANGE AGREEMENT DATED JUNE 14, 2001
Employment agreements to be entered into by GeoAlert's new management:
Salary:
▇▇. ▇▇▇▇▇▇▇▇ $40,000 - $55,000
President
▇▇▇. ▇▇▇▇▇▇▇▇ $40,000 - $55,000
Vice President of Operations
IT Director $50,000 - $70,000
and Asst. General Manager
Director of Marketing $50,000 - $75,000
Assistant for Marketing $35,000 - $50,000
Other personnel and consultants will be brought on as company growth and need
demands.