REORGANIZATION PLAN AND AGREEMENT
This Reorganization Plan and Agreement ("Agreement") is made and entered into
this 26th day of July, 2006, between: (i) G/O International, Inc., a Colorado
corporation, (the "Company") and SH Celera Capital Corporation, a Maryland
corporation ("SH Celera"). G/O International, Inc (the "LOI") and SH Celera
Capital Corporation shall hereinafter, sometimes, be referred to,
collectively, as the "Parties" or individually as a "Party."
WHEREAS, each of the Parties deem it in their best financial interests to
undertake the transactions set forth hereinafter, and accordingly have entered
into a Letter of Intent dated as of June 26, 2006, setting forth the basic
terms upon which they desire to complete a reorganization of their respective
companies pursuant to what is referred to in the Letter of Intent as the
"Reorganization Transaction."
WHEREAS, the parties hereto wish to formalize the above-mentioned
agreements as set forth in the Letter of Intent and thereafter accomplish the
Reorganization Transaction on the terms and conditions set forth herein.
NOW THEREFORE, for and in consideration of the premises, and the
agreements, covenants, representations and warranties hereinafter set forth,
and other good and valuable considerations, the receipt and adequacy all of
which are forever acknowledged and confessed, the parties hereto agree as
follows:
1. Representations and Warranties by SH CELERA CAPITAL CORPORATION. SH
Celera Capital Corporation hereby makes the following express representations
and warranties to the Company:
A. SH Celera is a corporation duly organized, validly existing
and in good standing under the laws of the State of
Maryland.
B. Schedule A sets forth all of the subsidiaries of SH Celera.
Except as set forth in Schedule A SH Celera has no
subsidiaries and does not own any interest in any other
entity. Each of the Subsidiaries is a corporation duly
organized, validly existing and in good standing under the
laws of the respective States disclosed in Schedule A
hereto.
C. SH Celera has taken all necessary steps to assure that it
and the Subsidiaries have the corporate power and are duly
authorized, qualified and licensed under all applicable
laws, regulations, ordinances and orders of public
authorities to own their properties and conduct their
businesses in the places and in the manner now conducted.
D. SH Celera has authorized a total of 100,000,000 shares of
common stock, $0.001 par value per share and presently has
outstanding a total of 9,235,000 shares of its common stock,
par value $0.001 per share. SH Celera has no other shares of
capital stock issued and outstanding and has no outstanding
commitments to issue any additional shares or rights to the
issuance of capital shares of SH Celera. Each of the
Subsidiaries has authorized and outstanding a total of that
number of shares of capital stock set forth in Schedule A
hereto. Except as set forth in Schedule A hererto, each
subsidiary has no other shares of capital stock issued and
outstanding and has no outstanding commitments to issue any
additional shares or rights to the issuance of its capital
shares.
E. The execution, delivery and performance of this Agreement by
SH Celera and the transactions contemplated hereby:
(i)are within the corporate powers of SH Celera, are not in
contravention of the terms observance or compliance with the
terms and provisions of any agreement to which SH Celera or
its Subsidiaries is a party. This Agreement will not violate
any provision of law, any order of any court or other
governmental agency or any Articles of Incorporation or By-
Laws or any amendments thereto of SH Celera or any of its
Subsidiaries, and have been duly authorized by the Board of
Directors of SH Celera, and to the best knowledge of the
officers of SH Celera are not in contravention of any
applicable laws;
(ii) will neither conflict with nor result in any breach or
contravention of, or the creation of any lien under any
indenture, agreement, lease, instrument or understanding to
which SH Celera or any of its Subsidiaries is a party or by
which any of the Assets of SH Celera or any of its
Subsidiaries is or are bound; and
(iii) are and will constitute the valid and legally binding
obligations of SH Celera, enforceable in accordance with the
terms of this Agreement.
F. SH Celera has delivered to the Company copies of those
financial statements set forth on Exhibit 1 hereto
respecting the operation of SH Celera and its Subsidiaries,
prepared in accordance with Generally Accepted Accounting
Principles. ("Existing Financial Statements").
The Existing Financial Statements have been prepared from the
books and records of SH Celera and its Subsidiaries and, to the
best knowledge of the management of SH Celera accurately
reflect the status and results of operations of SH Celera and
its Subsidiaries as of March 15, 2006 (the "Balance Sheet
Date") and, to the best knowledge of SH Celera, there have
occurred no material adverse changes in the financial condition
or business of SH Celera and/or its Subsidiaries as reflected
in such Existing Financial Statements, other than changes in
the ordinary course of business, which have not had any
material adverse effect on the business or financial condition
of SH Celera and/or its Subsidiaries, and or any of their
respective Assets.
G. SH Celera has delivered to the Company an accurate list and
summary description (Schedule B) as of the date of this
Agreement of all material assets of SH Celera and its
Subsidiaries (the "Assets").
H. SH Celera has delivered to the Company an accurate list and
summary description (Schedule C) as of the date of this
Agreement of all licenses, permits, franchises, certificates
of need, certificate of need applications, trademarks, trade
names, patents, patent applications and copyrights, owned or
held by SH Celera and/or its Subsidiaries relating to the
ownership, development or operations of SH Celera and/or its
Subsidiaries, all of which are now valid, in good standing,
not subject to renewal prior to Closing. SH Celera and/or
its Subsidiaries are not aware of any licenses, permits,
franchises, certificates of need, certificate of need
applications, trademarks, trade names, patents, patent
applications and copyrights which are not possessed or held
by SH Celera or its Subsidiaries which, taken together with
the business of SH Celera and/or its Subsidiaries or any
proposed business of SH Celera and/or its Subsidiaries such
failure to possess or hold the same would materially
adversely effect the ability of SH Celera and/or its
Subsidiaries to conduct their existing business or any
proposed business.
I. SH Celera has delivered to the Company an accurate list
(Schedule D) as of the date of this Agreement of all
material agreements which relate to or may affect the Assets
or the operation of SH Celera and/or its Subsidiaries, to
which SH Celera and/or any of its Subsidiaries is a party or
by which SH Celera and/or any of its Subsidiaries, or any of
its Assets is bound (the "Contracts") and have made copies
of such Contracts available to the Company for inspection.
None of such Contracts unduly burdens or restricts SH Celera
and/or its Subsidiaries in conducting its current ordinary
course of business nor restricts or would tend to restrict
any proposed further courses of business. SH Celera and its
Subsidiaries have complied with all material commitments and
obligations under all such agreements, such agreements
constitute the entire agreements by and between the parties
as respectively indicated on Schedule D. Neither SH Celera
nor any of its Subsidiaries are a party to nor are their
Assets bound by:
(i) except as expressly set forth in Schedule D, any
contracts or commitments affecting ownership of, title to,
use of, or any interest in the Assets;
(ii) except as expressly set forth in Schedule D, any patent
licensing agreements or any other agreements or commitments
with respect to patents, patent applications, trademarks,
trade names, technical assistance, copyrights or other like
terms;
(iii) except as expressly set forth in Schedule D, any
incentive compensation, pension, retirement, profit sharing
or other like employee pension or welfare plans of any
nature whatsoever, other than sick leave and vacation
policies for any of the employees of SH Celera and/or its
Subsidiaries;
(iv) except as expressly set forth in Schedule D, any
collective bargaining agreements or other contracts or
commitments to or with any labor unions or other employee
representatives or groups of employees affecting or which
could affect the Assets;
(v) except as expressly set forth in Schedule D, any
employment contracts or any other contracts, agreements or
commitments to or with individual employees or agents
affecting or which could affect its business or the Assets
extending for a period of more than ninety (90) days from
the Closing Date, or which cannot be terminated without
cause upon not more than ninety (90) days notice without
payment of penalty or equivalent thereof;
(vi) except as expressly set forth in Schedule D, any other
contracts or commitments providing for payments based in any
matter on the revenues, purchases or profits of SH Celera or
any of its Subsidiaries.
J. SH Celera warrants and represents that:
(i) the Contracts constitute the entire agreements by and
between the respective parties thereto; and
(ii) in all material respects, all obligations required to
be performed under the terms of the Contracts have been
performed, and each of the Contracts is now and will be,
upon and after the Closing Date, in full force and effective
without default on the part of the parties thereto.
(iii) with respect to any leases respecting real estate:
(a) SH Celera and/or its Subsidiaries to the best of
their knowledge, have not received any notice of
violation of any applicable ordinance or other law,
order, regulation or requirement, or notice of
condemnation, lien, assessment or the like, relating
to any part of the real property at which any business
conducted by SH Celera and/or its Subsidiaries are
located or from which they are operated;
(b) To the best of their knowledge SH Celera, each
operation of SH Celera and/or its Subsidiaries,
wherever located, is in compliance with all applicable
zoning ordinances and the consummation of transactions
contemplated herein will not result in a violation of
any applicable zoning ordinance or termination of any
applicable zoning variance now existing;
(c) All fixtures and improvements within or upon real
estate utilized by SH Celera and/or its Subsidiaries
is in operating condition and in a reasonable state of
maintenance and repair, except for deterioration
caused by normal wear and tear in the ordinary course
of business;
K. All the inventory and supplies constituting any part of the
Assets are of a quality usable and salable in the ordinary
course of the business of SH Celera and/or its Subsidiaries.
Inventory and supplies are carried at the lower of cost or
market, on a first-in, first-out basis and are properly
stated in the Existing Financial Statements.
L. SH Celera has delivered to the Company an accurate list and
a substantially complete description (Schedule E) of all the
equipment (including all software) associated with, or
constituting any part of the Assets as of the Balance Sheet
Date, designating which of the equipment is owned or leased
by SH Celera and/or its Subsidiaries. The equipment included
in Schedule E is adequate in all material respects to fully
equip and operate SH Celera and or its Subsidiaries as now
being operated and is in operating condition and in a
reasonable state of maintenance and repair, except for
deterioration caused by normal wear and tear in the ordinary
course of business;
Since the Balance Sheet Date, SH Celera and /or its
Subsidiaries have not sold or otherwise disposed of any
equipment associated with, or constituting any part of, the
Assets.
M. SH Celera and/or its Subsidiaries will have good and
marketable title to all properties, assets and leasehold
estates, real and personal, constituting or associated with
the Assets or any part thereof, subject to no mortgage,
lien, pledge, security interest, conditional sales
agreement, encumbrance or charge, except as set forth on
Schedule F and liens for current taxes and assessments, if
any, with respect to which no default exists.
N. SH Celera has delivered to the Company an accurate Schedule
(Schedule G) as of the Closing Date of this Agreement
reflecting the insurance policies covering the ownership and
operations of the Assets by SH Celera and/or its
Subsidiaries, which Schedule G reflects the policies'
numbers, terms, identity of insurers, amounts and coverage.
All of such policies are now and will be in full force and
effect on and after the Closing hereunder on an occurrence
basis with no premium arrearages. True and correct copies of
all such policies and any endorsements thereto have been
delivered to the Company.
O. SH Celera and/or its Subsidiaries currently employ those
management personnel set forth in Schedule H hereto at the
salary levels set forth therein. SH Celera and the have
provided to the Company all materials containing policies
and procedures governing employees of SH Celera and/or its
Subsidiaries. Except as set forth in Schedule H, neither SH
Celera nor any of its Subsidiaries have any pension, profit
sharing, deferred compensation or other employee pension or
welfare benefit plan or arrangement relating to the
operations of SH Celera and/or its Subsidiaries. There is
not pending and, to the knowledge of SH Celera, there is not
threatened, any employee strike or work stoppage affecting
SH Celera and or its Subsidiaries. Further, no management
personnel has threatened to leave the employ or has left the
employ of SH Celera and/or its Subsidiaries during the
preceding twelve months except as set forth in Schedule H
hereto. Schedule I hereto sets forth all employment
contracts entered into between SH Celera and any employees
of SH Celera and between any of its Subsidiaries and any
employees of its Subsidiaries, copies of which have been
provided to the Company.
P. SH Celera has delivered to the Company an accurate list and
summary description (Schedule I) as of the Balance Sheet
Date of all litigation, complaints or proceedings to which
SH Celera and/or its Subsidiaries or any SH Celera
Shareholder is a party as the same relates to or in any way
is connected with the operation of SH Celera and/or its
Subsidiaries. Neither SH Celera nor any of its Subsidiaries
is in default under any law or regulation, or under any
order of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency
or instrumentality wherever located which would have a
material adverse effect on the Assets or the operation of SH
Celera and/or its Subsidiaries and, except to the extent set
forth on Schedule I there are no claims, actions, suits,
proceedings or investigations pending or to the best
knowledge of SH Celera and/or the threatened against or
affecting SH Celera and/or its Subsidiaries and/or the
Assets or the, at law or in equity, or before or by any
federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality
wherever located.
Q. Since the Balance Sheet Date, except as disclosed in
Schedule J, there has not been:
(i) any material adverse change in the financial condition,
assets, liabilities (contingent or otherwise), income or
business of SH Celera and/or its Subsidiaries;
(ii) any damage, destruction or loss (whether or not covered
by insurance) materially adversely affecting the properties
or business of SH Celera and/or its Subsidiaries;
(iii) any increase in the compensation payable or to become
payable by SH Celera and/or its Subsidiaries to any SH
Celera and/or any of its Subsidiaries employee, officers, or
agents, or any bonus payment or arrangement made to or with
any thereof;
(iv) any labor dispute, proposed law or regulation or any
event or condition of any character materially adversely
affecting the business or future prospects of SH Celera
and/or its Subsidiaries; or
(v) any transaction by SH Celera and/or its Subsidiaries
outside the ordinary course of their respective businesses.
R. SH Celera is acquiring the Shares of the Company and the
Waterbury ordinary shares solely for its own account, for
investment, and not with a view to any subsequent
"distribution" thereof within the meaning of the Securities
Act of 1933, as amended (said Act and rules and regulations
promulgated there under being hereinafter referred to as the
"Act"). SH Celera understands that the Company's Shares and
the Ordinary Share of Waterbury have not been registered
under the Act by reason of the specific exemptions there
from, which exemptions depend in part upon their subjective
investment intent as expressed herein. In furtherance of the
foregoing, SH Celera shall be required to execute and
deliver to the Company and to Waterbury, respectively, an
Investment Letter, in the form attached hereto as Exhibits 2
and 3, as a condition precedent to (i) the issuance of the
Company's securities issuable to SH Celera hereunder and
(ii) the transfer of the Waterbury Ordinary Shares
transferable to SH Celera hereunder.
S. SH Celera hereby acknowledges that it is an:
(i) "Accredited Investor" as such term is defined in
Regulation D promulgated under the Act, or it has such
knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of
the proposed transaction and its acquisition of the
Company's Shares; and
(ii) able to bear the economic risks associated with the
acquisition of the Company's Shares and is able to protect
its own interests in an investment of this nature, and
T. No consent, approval or authorization of any government,
administrative agency or court, domestic or foreign having
jurisdiction over SH Celera is legally required for the
issuance of the SH Celera shares to the Company in the
manner contemplated by this Agreement.
U. The shares of SH Celera capital stock, to be issued to the
Company pursuant to this Agreement, when issued will be,
duly and validly issued and authorized by SH Celera and
remain issued on a fully paid basis with no further right of
assessment by SH Celera.
SH Celera represents and warrants that all of the representations and
warranties set forth above are true as of the date of this Agreement, shall be
true at the Closing Date and shall survive for a period of two years from the
Closing Date.
2. Representations and Warranties by The Company. The Company hereby
makes the following express representations and warranties to SH Celera:
A. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado and has
the corporate power to own its properties and carry on its
business as now being conducted. Copies of the Company's Articles
of Incorporation and By-Laws have heretofore been furnished to SH
Celera by the Company and all such copies are true, correct and
complete copies of the original Articles of Incorporation and By-
Laws including all amendments thereto.
B. The Company has the corporate authority to issue a total of
55,000,000 shares of which 50,000,000 are common stock, $0.01 par
value per share and 5,000,000 shares are preferred stock, of which
4,325,186 post 1 for 2 split shares of common stock, par value
$0.01, are issued and outstanding.
C. The Company has those subsidiaries set forth in Schedule K hereto.
D. Attached hereto as Schedule L is a list of all documents filed by
the Company with the United States Securities & Exchange
Commission for the past twelve months as of the date of this
Agreement (the "Disclosure Information"). The Company has provided
to SH Celera and its representatives copies of each item set forth
on Schedule L.
E. The audited Financial Statements contained in the Company's Form
10KSB included in the Disclosure Information described in Schedule
L hereto (the "Company's Financial Statements"), except as further
described in Schedule L hereto, constitute substantially true and
correct statements of the financial condition of the Company and
the Company's assets, liabilities and income as of such date.
Since the date of the Balance Sheet contained in the Financial
Statements, except as described in Schedule L the Company has not:
(i) issued any additional shares of its capital stock to any
person;
(ii) paid or declared any dividends or distributions of
capital, surplus, or profits with respect to any of its issued
and outstanding shares of capital stock;
(iii) paid or agreed to pay any consideration in redemption of
any of its issued and outstanding shares of capital stock; or
(iv) entered into any other transaction or agreement that
would, or might, materially impair the shareholder's equity of
the Company as reflected in such Balance Sheet.
F. The execution and delivery of this Agreement, and issuance
of the Company's Shares required to be issued hereunder,
will have been duly authorized by all necessary corporate
action and neither the execution nor delivery of this
Agreement nor issuance of the Company's Shares, nor the
performance, observance or compliance with the terms and
provisions of this Agreement will violate any provision of
law, any order of any court or other governmental agency, or
the Company's Articles of Incorporation or By-Laws of or any
indenture, agreement or other instrument to which the
Company is a party, or by which either is bound or by which
its property is bound.
G. the Company is not involved in any pending or threatened
litigation that would, or might, materially affect its
financial condition and which has not been:
(i) provided for in the Financial Statements, and
(ii) disclosed to SH Celera in writing.
H. There are no unpaid assessments or proposed assessments of
income taxes pending against the Company. All liabilities
for Federal and State income or franchise taxes, as shown on
the tax returns filed, or to be filed, by the Company, have
been paid or the liability therefore has been provided for
in the Balance Sheet contained in the Disclosure Information
set forth in Schedule M hereto and all Federal and State
income or franchise taxes for periods subsequent to the
periods covered by said returns likewise have been paid or
adequately accrued.
I. The Company's 17,300,744 Shares, and Waterbury's 356,999
Ordinary Shares which will be delivered by the Company to SH
Celera pursuant to the terms of this Agreement, will, on
delivery in accordance with the terms hereof, be duly
authorized, validly issued and fully paid and non-
assessable.
The Company further represents and warrants that all of the
representations and warranties set forth above are true as of the date of this
Agreement, shall be true on the Closing Date and shall survive for a period of
two years from the Closing Date.
3. COVENANTS OF SH CELERA.
A. Between the date of this Agreement and the Closing Date:
(i) SH Celera shall afford to the officers and authorized
representatives of the Company reasonable access to the
properties, books and records of SH Celera and its
Subsidiaries, and will furnish the Company with such
additional financial and operating data and other
information as to the business and properties of SH Celera
and its Subsidiaries as the Company may from time to time
reasonably request without regard to where such information
may be located. SH Celera shall cooperate with the Company,
the Company's representatives and counsel in the preparation
of any document or other material which may be required in
connection with any document or material required by any
governmental agency as a predicate to or result of the
transaction herein contemplated. The Company shall cause all
information obtained in connection with the negotiation and
performance of this Agreement to be treated as confidential
(except such information as the Company may be required to
disclose to disclose to any governmental agency) and will
not use, and will not knowingly permit others to use, any
such information in a manner detrimental to SH Celera and/or
its Subsidiaries..
(ii). With respect to the ownership, operations and development
of SH Celera and/or its Subsidiaries, SH Celera agrees to:
(a) carry on the business of SH Celera and its Subsidiaries
in substantially the same manner as heretofore and not make
any material change in personnel, operations, finance,
accounting policies, or real or personal property;
(b) maintain the Assets and all parts thereof in as good
working order and condition as at present, ordinary wear and
tear excepted;
(c) perform all of the obligations of SH Celera and its
Subsidiaries under agreements relating to or affecting the
assets, properties and rights of SH Celera and/or its
Subsidiaries;
(d) keep in full force and effect present insurance policies
or other comparable insurance coverage;
(e) maintain and preserve the business organization of SH
Celera and its Subsidiaries intact, retain the present
management personnel of SH Celera and its Subsidiaries and
maintain the relationship of SH Celera and its Subsidiaries
with suppliers, customers and others having business
relations with SH Celera and its Subsidiaries;
(iii). With respect to the ownership, operation and development
of SH Celera and its Subsidiaries, SH Celera will not,
without the prior written consent of the Company:
(a) increase compensation payable or to become payable or
make a bonus payment to or otherwise enter into one or more
agreements with or otherwise create any officer, employee or
agent;
(b) create, assume or permit to exist any new mortgage,
pledge or other lien or encumbrance upon any of the Assets;
(c) sell, assign, lease or otherwise transfer or dispose of
any of the Assets; or
(d) merge or consolidate or agree to merge or consolidate
with or into any other entity.
B. Following the Closing of the Reorganization Transaction, SH
Celera will undertake those steps necessary to issue its
shares as set forth in the Mutual Undertaking Agreement
executed and delivered herewith.
4. COVENANTS OF THE COMPANY.
A. Between the date of this Agreement and the Closing Date:
(i). Afford to the officers and authorized representatives of the
SH Celera reasonable access to the properties, books and
records of the Company and its Subsidiaries, and will
furnish SH Celera with such additional financial and
operating data and other information as to the business and
properties of the Company and its Subsidiaries as SH Celera
may from time to time reasonably request without regard to
where such information may be located. The Company shall
cooperate with SH Celera, SH Celera's representatives and
counsel in the preparation of any document or other material
which may be required in connection with any document or
material required by any governmental agency as a predicate
to or result of the transaction herein contemplated. SH
Celera shall cause all information obtained in connection
with the negotiation and performance of this Agreement to be
treated as confidential (except such information as the SH
Celera may be required to disclose to disclose to any
governmental agency) and will not use, and will not
knowingly permit others to use, any such information in a
manner detrimental to the Company and/or its Subsidiaries
(ii). With respect to the ownership, operations and development of
the Company, the Company agrees to:
(a) carry on the business of the Company in substantially
the same manner as heretofore and not make any material
change in personnel, operations, finance, accounting
policies, or real or personal property;
(b) maintain any assets of the Company and all parts thereof
in as good working order and condition as at present,
ordinary wear and tear excepted;
(c) perform all of the obligations of the Company under
agreements relating to or affecting the assets, properties
and rights of the Company;
(d) keep in full force and effect present insurance policies
or other comparable insurance coverage;
(e) maintain and preserve the business organization of the
Company intact, retain the present employees of the Company
and maintain the relationship of the Company with suppliers,
customers and others having business relations with the
Company;
(iii). With respect to the ownership, operation and development of
the Company, the Company will not, without the prior written
consent of SH Celera:
(a) increase compensation payable or to become payable or
make a bonus payment to or otherwise enter into one or more
agreements with or otherwise create any officer, employee or
agent;
(b) create, assume or permit to exist any new mortgage,
pledge or other lien or encumbrance upon any of the
Company's assets;
(c) sell, assign, lease or otherwise transfer or dispose of
any of the Company's assets; or
(d) merge or consolidate or agree to merge or consolidate
with or into any other entity.
B. Following the Closing of the Reorganization Transaction, undertake
the Contemplated Financing as set forth in the Mutual Undertaking Agreement,
executed and delivered herewith.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. The obligations
of the Company hereunder are, at the option of the Company, subject to the
satisfaction, on or prior to the Closing Date, of the following conditions
unless waived in writing by the Company:
A. The representations and warranties of SH Celera contained in
this Agreement shall be true when made and on and as of the
Closing Date, as though such representations and warranties had
been made on and as of such Closing Date; and each and all of
the terms, covenants and conditions of this Agreement to be
complied with or performed by SH Celera on or before the
Closing Date pursuant to the terms hereof shall have been duly
complied with and performed.
B. No material adverse change in the results of operations,
financial condition or business of SH Celera and/or its
Subsidiaries shall have occurred, and SH Celera and or its
Subsidiaries shall not have suffered any material change, loss
or damage to its business or to the Assets, whether or not
covered by insurance, since the Balance Sheet Date or except as
noted in Schedules attached to this Agreement.
6. Conditions PRECEDENT to the Obligations of SH Celera. The obligations
of SH Celera hereunder are, at the option of SH Celera, subject to the
following conditions:
A. SH Celera shall not have discovered any material error or
misstatement in any of the representations and warranties made by the
Company herein and all the terms and conditions of this Agreement to
be performed and complied with by the Company have been performed and
complied with.
B. There shall have been no substantial adverse changes in the
financial condition, business or operations of the Company, except
for changes resulting from those operations in the usual ordinary
course of the business, and no business and assets of the Company
shall have been materially adversely affected as the result of any
fire, explosion, earthquake, flood, accident, strike, lockout,
combination of the workmen, taking over of any such assets by any
governmental authorities, riot, activities of armed forces, or Acts
of God or of the public enemies.
7. Closing Date. The Closing of this Agreement (the "Closing Date"),
shall be such date as shall be mutually agreed among the parties hereto. In
connection therewith, the Company shall prepare and file, within the time
limits prescribed, a Form 8-K pursuant to the Exchange Act and Release No. 33-
8587. Both the Company and SH Celera mutually agree and acknowledge that the
completion and filing of the Form 8-K shall be a simultaneous condition to the
Closing of the Reorganization Transaction, regardless of the date of execution
and delivery of this Agreement and each and every duly executed exhibit
hereto.
8. Actions At ClOSING. Subject to the terms and conditions set forth
herein, the following transactions will take place at the Closing:
The Company will deliver to SH Celera:
A. A certificate in the name of SH Celera representing a total of
17,300,744 shares of the Company's $0.01 par value per share common
stock, which, when issued shall represent a total of not less than 80%
of the Company's then issued and outstanding shares of common stock;
B. A certificate representing a total of 356,999 ordinary shares of
Waterbury Resources, Ltd. accompanied by a Assignment Separate From
Certificate, in the name of SH Celera Capital Corporation, delivered in
negotiable form;
C. A duly executed copy of the Facilities, Administration and
Operating Services Agreement in form attached hereto as Exhibit 4,
and by this reference incorporated herein along with the exhibits
attached thereto (the "Facilities, Administration and Operating
Services Agreement");
D. A duly executed Mutual Undertaking Agreement between the Company
and SH Celera, attached hereto as Exhibit 5 and by this reference
incorporated herein (the "Mutual Undertaking Agreement");
E. A duly executed copy of the Agreement to Assume Debt and Release,
Waiver and Novation Agreement between the Company and SH Celera,
attached hereto as Exhibit 6 and by this reference incorporated
herein (the "Agreement to Assume Debt");
F. A duly executed counterpart to the Investment Letter executed and
delivered by SH Celera in connection with the acquisition of the
Company's shares attached hereto as Exhibit 2;
G. A duly executed counterpart to the Investment Letter executed and
delivered by SH Celera in connection with the acquisition of the
Waterbury Resources, Ltd. shares, in form attached hereto as Exhibit
3;
H. A duly executed certified resolution of the Company's Board of
Directors, along with a duly certified copy of the Amended Articles
of Incorporation, amending the Company's name to: "G/O Business
Solutions, Inc.;
I. A duly executed resignation letter from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, resigning
as a director and officer of the Company effective on or before the
Closing date; and
J. Duly certified copies of corporate resolutions and other corporate
proceedings taken by the Company to authorize the execution, delivery
and performance of this Agreement and each of the foregoing
agreements and/or actions necessary to conclude the Reorganization
Transaction as set forth herein.
SH Celera will deliver to the Company:
A. A duly executed copy of the Facilities, Administration and
Operating Services Agreement attached hereto as Exhibit 4, along with
the exhibits attached thereto;
B. A duly executed copy of the Mutual Undertaking Agreement attached
hereto as Exhibit 5;
C. A duly executed copy of the Debt Assumption Agreement attached
hereto as Exhibit 6;
D. A check in the amount of $50,000 representing the contribution of
working capital to the Company;
E. A duly executed investment letter in form attached hereto as
Exhibit 2 respecting the acquisition of the Company's Shares;
F. A duly executed Investment Letter addressed to Waterbury
Resources, Ltd. executed in connection with the acquisition of the
Waterbury Resources, Ltd. ordinary shares attached hereto as Exhibit
3; and
G. Duly certified copies of corporate resolutions and other corporate
proceedings taken by SH Celera to authorize the execution, delivery
and performance of this Agreement and each of the foregoing
agreements and/or actions necessary to conclude the Reorganization
Transaction as set forth herein; and
10. Future Registration. SH Celera understands that the Company's Shares
and the Waterbury Shares to be delivered pursuant to this Agreement have not
been registered under the Act or any State Act, and must be held indefinitely,
and cannot be disposed of unless they are subsequently registered under the
Act and any applicable State Act, or exemptions from registration are
available. SH Celera understands that, except as provided herein, it has no
independent right to require the issuer of such shares to register the
Company's Shares or the Waterbury Shares for resale. SH Celera further
understands that, as a condition to the transfer of any of the Company's
Shares or the Waterbury Shares it may be required that any request for
transfer be accompanied by an opinion of legal counsel, in form and substance
satisfactory to the Company or Waterbury, as the case may be, provided at its
own expense, to the effect that the proposed transfer does not result in
violation of the Act or any applicable State Act, unless such transfer is
covered by an effective registration statement under the Act and is in
compliance with all applicable State Acts.
11. Transferability. All shares that are to be delivered by the Company
hereunder shall be "restricted securities" within the meaning of Rule 144 of
the Act. Both the Company and Waterbury shall issue stop transfer instructions
to the transfer agent for its shares and shall place the following legend or
one substantially similar thereto, on the certificates representing such
shares:
"The securities represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption
under the Securities Act of 1933, as amended (the "Act"), and have
not been the subject to a Registration Statement under the Act or
any state securities act. The securities may not be sold or
otherwise transferred in the absence of such registration or
applicable exemption there from under the Act or any applicable
state securities act."
12. Access to Information. Concurrently herewith, each of the Parties has
delivered to the other the information referenced herein along with correct
and complete copies of all documents and records requested by them. In
addition, each Party has had the opportunity to ask questions of, and received
answers from, the other Party's officers and directors and persons acting on
their behalf concerning such information and the terms and conditions of the
Agreement, and have received sufficient information relating to the other
Party so as to enable them to make an informed decision with respect to the
acquisition of the Shares.
13. No Solicitation. At no time were any of the Parties presented with
or solicited by any leaflet, public promotion meeting, circular, newspaper or
magazine article, radio or television advertisement, or any other form of
general advertising in connection with their acquisition of the shares of the
other Party to be delivered hereunder.
14. Expenses. SH Celera shall pay the expenses incident to this
Agreement and the transactions contemplated hereby, including all fees of
their counsel and accountants, whether or not such transactions shall be
consummated up to a maximum of $25,000.
15. Finders. SH Celera shall indemnify and hold the Company harmless
against and with respect to all claims or brokerage or other commissions
relative to this Agreement or the transactions contemplated hereby, based on
any agreements, arrangements, or understandings claimed to have been made by
SH Celera with any third party. The Company shall indemnify and hold SH Celera
harmless against and with respect to all claims for brokerage or other
commissions relative to this Agreement or the transactions contemplated
hereby, based in any agreements, arrangements, or understandings claimed to
have been made by the Company with any third party. Each Party to this
Agreement represents and warrants to each other Party that it has not dealt
with and does not know of any person, firm or corporation asserting a
brokerage, finders or similar claim in connection with the making or
negotiation of this Agreement or the transactions contemplated hereby.
16. Miscellaneous.
A. Each Exhibit, Certificate and Schedule to this Agreement
shall be considered a part hereof as if set forth herein in
full. Notwithstanding any other provision herein to the
contrary, all Exhibits, Certificates, Schedules or other
instruments provided for herein and not delivered at the
time of execution of this Agreement shall be delivered or
completed on or before Closing; and it shall be deemed a
condition precedent to the Closing hereunder that each such
Exhibit, Certificate, Schedule or other instrument shall
meet with the approval of the Party to whom such Exhibit,
Certificate, Schedule or other instrument is to be delivered
hereunder.
B. The provisions of this Agreement shall be self-operative and
shall not require further agreement by the parties except as
may be herein specifically provided to the contrary;
provided, however, at the request of either Party, the other
Party shall execute such additional instruments and take
such additional acts as the requesting Party may deem
necessary to effectuate this Agreement.
C. Except as herein expressly provided to the contrary,
whenever this Agreement requires any consent or approval to
be given by either Party or either Party must or may
exercise discretion, the parties agree that such consent or
approval shall not be unreasonably withheld or delayed and
such discretion shall be reasonably exercised.
D. In the event either Party elects to incur legal expenses to
enforce or interpret any provision of this Agreement, the
prevailing Party will be entitled to recover such legal
expenses, including, without limitation, attorney's fees,
costs and necessary disbursements, in addition to any other
relief to which such Party shall be entitled.
E. The parties agree that this Agreement shall be governed by
and construed in accordance with the laws of the State of
Texas, and that the courts of the State of Texas shall be
the exclusive courts of jurisdiction and venue for any
litigation, special proceeding or other proceeding as
between the parties that may be brought, or arise out of, in
connection with or by reason of this Agreement.
F. Subject to provisions herein to the contrary, this Agreement
shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives,
successors and assigns; provided, however, that no Party may
assign this Agreement without the prior written consent of
the other Party, which consent shall not be unreasonably
withheld. All provisions contained herein shall be binding
upon the respective parties their legal representatives,
successors and assigns unless otherwise explicitly stated.
G. The transactions contemplated hereby shall be effective for
accounting purposes as of the Closing Date, unless otherwise
agreed in writing by the SH Celera and the Company.
H. SH Celera and the Company mutually agree that no Party
hereto shall release, publish or otherwise make available to
the public in any manner whatsoever any information or
announcement regarding the transactions herein contemplated
without the prior written consent of the SH Celera and the
Company, except for information and filings reasonably
necessary to be directed to governmental agencies to fully
and lawfully effect the transactions herein contemplated.
I. The waiver by either Party of breach or violation of any
provision of this Agreement shall not operate as, or be
construed to be, a waiver of any subsequent breach of the
same or other provision hereof.
J. Any notice, demand or communication required, permitted, or
desired to be given hereunder shall be deemed effectively
given when personally delivered or mailed by prepaid
certified mail, return receipt requested, addressed as
follows:
If to SH Celera:
SH Celera Capital Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
With Copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to the Company or G/O Colorado:
G/O International, Inc.
18205 ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
With Copies to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Hermes Building Suite 205
455 East ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
or to such other address, and to the attention of such other
person or officer as any Party may designate, with copies
thereof to the respective counsel thereof as notified by
such Party.
K. In the event any provision of this Agreement is held to be
invalid, illegal or unenforceable for any reason and in any
respect, such invalidity, illegality, or un-enforceability
shall in no event affect, prejudice or disturb the validity
of the remainder of this Agreement, which shall be in full
force and effect, enforceable in accordance with its terms.
L. Whenever the context of this Agreement requires, the gender
of all words herein shall include the masculine, feminine
and neuter, and the number of all words herein shall include
the singular and plural.
M. The divisions of this Agreement into sections and
subsections and the use of captions and headings in
connection therewith are solely for convenience and shall
have no legal effect in construing the provisions of this
Agreement.
N. This Agreement supersedes all previous contracts, and
constitutes the entire agreement of whatsoever kind or
nature existing between or among the parties respecting the
within subject matter and no Party shall be entitled to
benefits other than those specified herein. As between or
among the parties, no oral statements or prior written
material not specifically incorporated herein shall be of
any force and effect; the parties specifically acknowledge
that in entering into and executing this Agreement, the
parties rely solely upon the representations and agreements
contained in this Agreement and no others. All prior
representations or agreements, whether written or verbal,
not expressly incorporated herein are superseded and no
changes in or additions to this Agreement shall be
recognized unless and until made in writing and signed by
all parties hereto. The provisions of this Agreement shall
survive the Closing and remain in full force and effect for
a period of two years; all other agreements described,
referenced or contemplated herein shall not be merged
herewith. This Agreement may be executed in two or more
counterparts, each and all of which together shall
constitute but one and the same instrument.
REORGANIZATION PLAN AND AGREEMENT
COUNTERPART SIGNATURE PAGE
SH CELERA CAPITAL CORPORATION
This Counterpart Signature Page for that certain Reorganization Plan and
Agreement among SH Celera Capital Corporation, a corporation formed under the
laws of the State of Maryland and G/O International, Inc., a corporation
formed under the laws of Colorado is executed by SH Celera Capital
Corporation, as of the date first written above.
SH Celera Capital Corporation, a
Maryland corporation
By: /S/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its President
REORGANIZATION PLAN AND AGREEMENT
COUNTERPART SIGNATURE PAGE
G/O International, Inc.
This Counterpart Signature Page for that certain Reorganization Plan and
Agreement among SH Celera Capital Corporation, a corporation formed under the
laws of the State of Maryland and G/O International, Inc., a corporation
formed under the laws of the State of Colorado, is executed by G/O
International, Inc., as of the date first written above.
G/O International, Inc., a Colorado corporation
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its President
Schedule A-SH Celera Subsidiaries and capitalization
NONE
Schedule B- SH Celera Assets
1. Four laptop computers
2. One office copier/printer
3. Microsoft Sharepoint 5 perpetual licenses
4. Microsoft Project Portal server license
5. Cisco phone system equipment
6. Microsoft operating system server license
7. Microsoft Visio, Project, & Office Suite user
licenses
8. Office furniture: 5 desks, 5 tables, conference
room table, 4 filing cabinets, 10 chairs, 3 lamps,
miscellaneous paintings/fixtures
9. 1,800,000 shares of common stock of ▇▇▇▇▇▇▇
Drilling Corporation
Schedule C- SH Celera Licenses, Permits and Intellectual Property
1. Qualification to do business in the State of Texas-
2. Trade Name and Logo "SH Celera Capital Corporation"
3. Trade Name "FASTrack PPS"
4. Trade Name "Industry Mapping"
Schedule D- SH Celera Contracts
1. Facility Lease-Headquarters located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇
2. Covad Service Contract
3. HoustonPharma Retainer Agreement
4. X-tra Light Retainer Agreement
5. ▇▇▇▇▇▇▇ Retainer Agreement
6. G&A Partners Customer Service Agreement
7. ▇▇▇▇▇ ▇▇▇▇▇ - Consulting Agreement
8. ▇▇▇▇▇▇▇ services agreement
Schedule E-SH Celera Equipment
1. One laptop computer
2. One office copier/printer
Schedule F- SH Celera Existing Mortgages, Liens and Etc.
None
Schedule G- SH Celera Insurance
Hartford Spectrum Business Policy # 61 SBA BY9862SC
Term: 5/1/06 through 5/1/07
Coverages:
* Business personal property - $75,000
* Money & securities - $10,000
* Business liability up to $2,000,000
Schedule H-Management, Employees, Pensions and Sick Leave Policies
Employment commitment letter ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Employment commitment letter ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Employment Agreement ▇▇▇▇ ▇▇▇▇▇
Employment Agreement ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Employment Agreement ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ Capital Corporation 2006 Profit Sharing Plan
Director Retainer Agreements: ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Industry Advisory Member Retainer Agreements
Schedule I- SH Celera Litigation
NONE
Schedule J- SH Celera Material Changes
NONE
Schedule K G/O International, Inc.-Subsidiaries
1. Waterbury Resources Ltd., a Cayman Islands corporation
Schedule L- G/O International, Inc.
Documents filed with the Securities & Exchange Commission and changes
The Form 10-KSB for the fiscal year ending December 31, 2005
The Form 10-QSB for the Quarter ending March 31, 2006
The Form 8-K filed July 7, 2006
The Form 8-K filed March 24, 2006
The Form 8-K filed January 30, 2006
G/O's Financial Statements are contained in the December 31, 2005 Form 10KSB
and
the March 31, 2006, 10QSB.
Exhibit 1- SH Celera Financial Statements
Financial statements are included in the body of the Form 8-K Current Report
dated August 15, 2006.
Exhibit 2-Investment Letter
G/O International, Inc.
G/O International, Inc.
INVESTMENT LETTER
G/O International, Inc.,
18205 ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Re: Acquisition of $0.01 par value per share common stock of G/O
International, Inc. (the "Company").
Gentlemen,
Pursuant to that certain Reorganization Plan and Agreement ("Plan")
among G/O International, Inc., a Colorado corporation (the "Company") and SH
Celera Capital Corporation, a company formed under the laws of the State of
Maryland ("SH Celera") the Company has agreed to issue to SH Celera a total of
17,300,744 shares of its $0.01 par value per share common stock (the
"Shares"). In connection therewith, the undersigned hereby acknowledges that
it has approved the acquisition of the Shares or it is aware of all of the
terms and conditions of the Plan; that it has received and personally reviewed
a copy of any and all material documents regarding the Company, which have
been delivered for its review, including those documents set forth in Schedule
L of the Plan and, based upon such review, desires to acquire the Shares, upon
the terms set forth in the Plan. In connection therewith:
1. Representations and Warranties of the Undersigned.
(a) Respecting Offering Materials. The undersigned hereby represents
and warrants that it:
(1) has been furnished with those materials and documents set
forth in Schedule L to the Plan ("Disclosure Materials").
(2) has been given the opportunity to ask questions of and
receive answers from the officers and directors of the
Company with respect to the issuance of the Shares pursuant
to the Plan, the Shares, the business of the Company and any
other matters which are considered by undersigned to be
material to its investment decision and all such questions
have been answered to its full satisfaction;
(3) has not relied on any information or representation other
than those set forth in the Company's Disclosure Materials
and such other written information and representations as
have been provided by the officers and directors of the
Company pursuant to a specific question or request for
additional information;
(4) has not been presented with or solicited by any leaflet,
public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement, or any other
form of general advertising.
(b) Respecting Investor Suitability. The undersigned hereby represents
and warrants that with respect to it and/or its principal
shareholders it:
(1) is an "Accredited Investor" as that term is defined in
Securities and Exchange Commission Regulation D, promulgated
under the Securities Act of 1933, as amended (the "Act");
(2) is capable of bearing the high degree of economic risk
associated with this investment including, but not limited
to, the possibility of complete loss of all its investment
capital;
(3) has sufficient financial and other resources to provide for
anticipated financial needs, without taking into account any
income which may be generated as a result of its investment
in the Shares, and has no need for liquidity with respect to
the investment in the Shares;
(4) has total investments in illiquid investments that are
reasonable in relation to its net worth and can afford the
total loss of the investment in the Shares;
(5) has had substantial experience in business of investments in
one or more of the following: (i) investment experience with
securities, such as stock and bonds; (ii) ownership of
interests in new ventures and start-up companies; and (iii)
experience in business and financial dealings; and
(6) can protect its own interests in an investment of this
nature and does not have a "Purchaser Representative," as
that term is defined in Regulation D of the Act and does not
need such Representative.
(7) understands and agrees that the Shares acquired pursuant to
the Plan have not been and will not be registered under the
Act, that the Shares are being issued by the Company in
reliance upon the exemption from registration afforded by
Section 4(2) and Rule 506 of Regulation D as promulgated
under the Act and that the Shares have not been registered
with any state securities commission or other governmental
authority. Undersigned hereby acknowledge that pursuant to
the requirements of Section 4(2) and Rule 506 or Regulation
D, the Shares acquired from the Company may not be
transferred, sold or otherwise exchanged unless registered
or in transactions that are exempt there from.
(8) undersigned acknowledges that the Company is relying upon
the representations made by it herein in issuing the Shares
hereunder without registration under the Act pursuant to an
exemption there from as provided in Section 4(2) and Rule
506 of Regulation D promulgated there under. Undersigned has
consulted with legal counsel in connection with this
transaction.
(9) is acquiring the Shares exclusively its own account and not
for the account or benefit or on behalf of another person.
(c) Respecting Investment Liquidity. The undersigned hereby represent
and warrant that it:
(1) has been advised that the Shares have not been registered
under the Securities Act of 1933 in reliance on the
exemption provided by Section 4(2) and Rule 506 of
Regulation D of the Act relating to transactions not
involving a public offering;
(2) understands that the issuance of the Shares has not been
approved or disapproved by the Securities and Exchange
Commission or the securities regulatory authority of any
State or other governmental body;
(3) understands that the Shares are, and will continue to be,
unregistered securities which may not be assigned, sold,
transferred, conveyed or hypothecated to any person unless
such are subsequently registered under applicable Federal
and State law, or unless an exemption from such registration
is available to both the undersigned and the proposed
transferee under such laws;
(4) understands that, the Company has no obligation or intention
to register the Shares for sale under the Act;
(5) understands that there is at present a limited public market
for the Shares and that the lack of a liquid market may make
it impossible to liquidate the Shares when desired or at
then current asking price, and there can be no assurances
that an active public market will ever develop; and
(6) understands and acknowledges that this investment may be
long term, must be held indefinitely, and is, by nature,
highly speculative.
Undersigned further represents and warrants that all of the representations
and warranties set forth above are true as of the date of this Investment
Letter.
2. Representations and Warranties of the Company
a. The Company is a corporation organized under the laws of the
State of Colorado with full corporate authority to conduct its business as now
being conducted,
b. The issuance of the Shares required to be delivered by the
Company pursuant to the Plan, will have been duly authorized by all necessary
corporate action by the Company and will not violate any provision of the
corporate statutes or similar organic documents of the Company.
c. Neither the execution nor delivery of this Investment Letter nor
the issuance of Shares, nor the performance, observance or compliance with the
terms and provisions of the Plan by the Company will violate any provision of
law, any order of any court or other governmental agency, or any indenture,
agreement or other instrument to which the Company is a party or by which the
Company is bound. This Investment Letter, upon its execution and delivery by
the Company and assuming the due authorization, execution and delivery by the
other parties hereto, will be the valid, binding, and legally enforceable
obligation of the Company.
d. The Shares, when issued to undersigned will be duly and validly
authorized and issued on a fully paid basis with no further right of
assessment by the Company. In order to further compliance with the
requirements of Section 4(2) of the Act and Regulation D, the Company shall
cause the certificates delivered by the Company's transfer agent for delivery
to SH Celera to bear the following legend or one substantially similar
thereto, to be contained on the certificate representing the Shares:
"The securities represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption
under the Securities Act of 1933, as amended (the "Act"), and have
not been the subject to a Registration Statement under the Act or
any state securities act. The securities may not be sold or
otherwise transferred in the absence of such registration or
applicable exemption there from under the Act or any applicable
state securities act."
e. The Company will take any and all reasonable action necessary to
assist the undersigned in obtaining timely transfer and delivery of the Shares
as contemplated hereby (including the execution and delivery of such
additional documents as may be required to effect transfer of the Shares to
the undersigned thereof as contemplated hereby).
3. Express Covenants of the Undersigned.
(a) Respecting Resales and Transfers. The undersigned expressly
represents, covenants and warrants that it:
(1) will not transfer or assign this Investment Letter or any of
its rights hereunder, and further agrees that the assignment
and transferability of the Shares shall be made only in
accordance with this Investment Letter and the Plan; and
(2) will not, without the prior written consent of the Company,
assign, sell, transfer, convey or hypothecate any interest
in the Shares to any person, unless the proposed transfer
may be lawfully completed without such consent under the
applicable provisions of the Securities and Exchange
Commission Rule 144 or pursuant to a registration.
(b) Respecting Indemnification of the Company. The undersigned
represents, warrants and agrees that it will indemnify and hold
the Company and each of its officers, directors and principal
shareholders harmless from and against all costs and expenses,
including attorney's fees, judgments and amounts paid in
settlement, which may be paid or incurred by any such person in
connection with or as a result of any claim, demand, action or
right of action which in anyway arises from or relates to any
breach by the undersigned of any representation, warranty or
covenant set forth in this Investment Letter or any incomplete,
evasive or misleading answer to any question set forth in herein
which has been completed by them and submitted herewith.
4. Restrictive Legend. The Company intends to place the following
restrictive legend, or a legend similar thereto, on each certificate
representing the Shares:
"The securities represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption
under the Securities Act of 1933, as amended (the "Act"), and have
not been the subject to a Registration Statement under the Act or
any state securities act. The securities may not be sold or
otherwise transferred in the absence of such registration or
applicable exemption there from under the Act or any applicable
state securities act."
5. Notices. All notices or other communications which are, or may be,
required or permitted to be given or made hereunder shall be in writing and
shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the Company at the address first above written
and to the undersigned at the address designated in undersigned's counterpart
signature page to this Investment Letter tendered herewith.
6. Governing Law. The offer and other transactions contemplated under this
Agreement shall be construed in accordance with the governed by the laws of
the State of Texas.
7. Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter
in the City of Houston, State of Texas, Country of United States, on this 31st
day of July, 2006,
SH Celera Capital Corporation, a
Maryland corporation
By/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its President
SUBSCRIPTION ACCEPTANCE
The subscription for Shares set forth in this Investment Letter is
accepted by the Company on this 31st day of July, 2006.
G/O International, Inc., a
Colorado corporation
By/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
Exhibit 3 Investment Letter
Waterbury Resources, Ltd.
INVESTMENT LETTER
Waterbury Resources, Ltd.
Grand Cayman
Cayman Islands
G/O International, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇
Re: Transfer of Waterbury Shares
Gentlemen:
Pursuant to that certain Reorganization Plan and Agreement (the "Plan")
between SH Celera Capital Corporation, a Maryland corporation ("SHCCC" or
"Undersigned") and G/O International, Inc., a Colorado corporation ("G/O"),
G/O agreed to transfer to the SHCCC 356,999 of the Ordinary Shares (the
"Shares") of Waterbury Resources, Ltd., a Cayman Islands company ("Waterbury")
1. Representations and Warranties of SHCCC.
(a) Respecting Offering Materials. SHCCC hereby represents and
warrants that, subject to the further terms of the Plan, it:
(1) has been furnished with those materials and documents as
deemed necessary to make a decision to acquire the Shares
("Disclosure Materials").
(2) has been given the opportunity to ask questions of and
receive answers from the officers and directors of Waterbury
and G/O, with respect to the acquisition of the Shares
pursuant to the Plan, the Shares, the business of Waterbury
and G/O and any other matters which it considered to be
material to its investment decision and all such questions
have been answered to its full satisfaction;
(3) has not relied on any information or representation other
than those set forth in Waterbury's and G/O's, Disclosure
Materials set forth in Schedule L of the Plan and such other
written information and representations as have been
provided by the officers and directors of Waterbury and G/O
pursuant to a specific question or request for additional
information;
(4) has not been presented with or solicited by any leaflet,
public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement, or any other
form of general advertising.
(b) Respecting Investor Suitability. SHCCC hereby represents and
warrants that it and each of its Principal Shareholders:
(1) is an "Accredited Investor" as that term is defined in
Securities and Exchange Commission Regulation D, promulgated
under the Securities Act of 1933, as amended (the "Act");
(2) is capable of bearing the high degree of economic risk
associated with this investment including, but not limited
to, the possibility of complete loss of all his or its
investment capital;
(3) has sufficient financial and other resources to provide for
anticipated financial needs, without taking into account any
income which may be generated as a result of its acquisition
of the Shares, and has no need for liquidity with respect to
the investment in the Shares;
(4) has total investments in illiquid investments that are
reasonable in relation to his or its net worth and can
afford the total loss of the investment in the Shares;
(5) has had substantial experience in business of investments in
one or more of the following: (i) investment experience with
securities, such as stock and bonds; (ii) ownership of
interests in new ventures and start-up companies; and (iii)
experience in business and financial dealings;
(6) can protect its own interests in an investment of this
nature and does not have a "Purchaser Representative," as
that term is defined in Regulation D of the Act and does not
need such Representative.
(7) understands and agrees that the Shares acquired pursuant to
the Plan have not been and will not be registered under the
Act, that the Shares are being transferred in reliance upon
the exemption from registration afforded by Section 4(2) of
the Act and that the Shares have not been registered with
any state securities commission or other governmental
authority. Undersigned hereby acknowledges that pursuant to
the requirements of Section 4(2) of the Act, the Shares
acquired from the Company may not be transferred, sold or
otherwise exchanged unless registered or in transactions
that are exempt there from.
(8) Each of SHCCC acknowledges that Waterbury and G/O are
relying upon the representations made by him or it herein in
transferring the Shares hereunder without registration under
the Act pursuant to an exemption there from as provided in
Section 4(2) of the Act. Undersigned has consulted with
legal counsel in connection with this transaction.
(9) is acquiring the Shares exclusively for its own account and
not for the account or benefit or on behalf of another
person.
(c) Respecting Investment Liquidity. SHCC hereby represents and
warrants that it:
(1) has been advised that the Shares have not been registered
under the Securities Act of 1933 in reliance on the
exemption provided by Section 4(2) of the Act relating to
transactions not involving a public offering;
(2) understands that the transfer of the Shares has not been
approved or disapproved by the Securities and Exchange
Commission or the securities regulatory authority of any
state;
(3) understands that the Shares, are, and will continue to be,
unregistered securities which may not be assigned, sold,
transferred, conveyed or hypothecated to any person unless
such are subsequently registered under applicable Federal
and state law, or unless an exemption from such registration
is available to both the undersigned and the proposed
transferee under such laws;
(4) understands that, neither Waterbury nor G/O has any
obligation or intention to register the Shares for sale
under the Act;
(5) understands that there is at present no public market for
the Shares and that the lack of a liquid market may make it
impossible to liquidate the Shares when desired or at then
current asking price, and there can be no assurances that an
active public market will ever develop; and
(6) understands and acknowledges that this investment may be
long term, must be held indefinitely, and is, by nature,
highly speculative.
SHCCC further represents and warrants that all of the representations and
warranties set forth above are true as of the date of this Investment Letter.
2. Representations and Warranties of Waterbury and G/O., Waterbury and G/O
each represent to SHCCC that:
▇. ▇▇▇▇▇▇▇▇▇ is each organized under the laws of the Cayman Islands with
full corporate authority to conduct its business as now being conducted;
b. G/O is organized under the laws of the State of Colorado with full
corporate authority to conduct its business as now being conducted;
c. The delivery of the Shares required to be delivered by G/O pursuant
to the Plan, will have been duly authorized by all necessary corporate action
G/O and will not violate any provision of the corporate statutes or similar
organic documents of G/O.
d. Neither the execution nor delivery of this Investment Letter nor the
issuance of Shares, nor the performance, observance or compliance with the
terms and provisions of this Investment Letter by Waterbury or G/O will
violate any provision of law, any order of any court or other governmental
agency, or any indenture, agreement or other instrument to which the any of
them is a party or by which any of them is bound. This Investment Letter, upon
its execution and delivery by Waterbury and G/O and assuming the due
authorization, execution and delivery by the other parties hereto, will be the
valid, binding, and legally enforceable obligation of the each of them;
e. The Shares, when transferred to SHCCC will be duly and validly
authorized and issued on a fully paid basis with no further right of
assessment by the either Waterbury or G/O. In order to further compliance with
the requirements of Section 4(2) of the Act, both Waterbury and G/O shall
cause the certificate representing the Shares delivered to SHCCC to bear the
following legend or one substantially similar thereto, to be contained on the
certificate representing the Shares:
"The securities represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption
under the Securities Act of 1933, as amended (the "Act"), and have
not been the subject to a Registration Statement under the Act or
any state securities act. The securities may not be sold or
otherwise transferred in the absence of such registration or
applicable exemption there from under the Act or any applicable
state securities act."
f. Each of Waterbury and G/O will take any and all reasonable action
necessary to assist the undersigned in obtaining timely transfer and delivery
of the Shares as contemplated hereby (including the execution and delivery of
such additional documents as may be required to effect transfer of the Shares
to the undersigned thereof as contemplated hereby).
3. Express Covenants of SHCCC.
(a) Respecting Resales and Transfers. SHCCC expressly represents,
covenant and warrant that it:
(1) will not transfer or assign this Investment Letter or any of
its rights hereunder, and further agrees that the assignment
and transferability of the Shares shall be made only in
accordance with this Investment Letter and the Plan; and
(2) will not, without the prior written consent of Waterbury,
assign, sell, transfer, convey or hypothecate any interest in
the Shares to any person, unless the proposed transfer may be
lawfully completed without such consent under the applicable
provisions of the Securities and Exchange Commission Rule 144
and/or pursuant to a registration.
4. Restrictive Legend. Waterbury intends to place the following restrictive
legend, or a legend similar thereto, on each certificate representing the
Shares:
"The securities represented by this certificate have been
acquired pursuant to a transaction effected in reliance upon an
exemption under the Securities Act of 1933, as amended (the
"Act"), and have not been the subject to a Registration Statement
under the Act or any state securities act. The securities may not
be sold or otherwise transferred in the absence of such
registration or applicable exemption there from under the Act or
any applicable state securities act."
5. Notices. All notices or other communications which are, or may be,
required or permitted to be given or made hereunder shall be in writing and
shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, each of the parties at the address designated in
their counterpart signature page to this Investment Letter tendered herewith.
6. Governing Law. The offer and other transactions contemplated under the
Plan shall be construed in accordance with the governed by the laws of the
State of Texas.
7. Entire Agreement. This Investment Letter constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by all parties.
IN WITNESS WHEREOF, the undersigned has executed this Investment as of
the 31st day of July, 2006.
SH Celera Capital Corporation, a Maryland
corporation
By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Approval of Transfer
Waterbury Resources, Ltd. hereby approves the transfer contemplated
hereby this 31st day of July, 2006.
Waterbury Resources, Ltd., a
Cayman Islands company
By /S/
Its Director
G/O hereby approves the transfer contemplated hereby this 31st day of
July, 2006.
G/O International, Inc.,
a Colorado corporation
By/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Exhibit 4 Facilities Administration and Operating Services Agreement
See Exhibit 10.1 of this Form 8-K Current Report.
Exhibit 5 Mutual Undertaking Agreement
See Exhibit 10.2 of this Form 8-K Current Report.
Exhibit 6 Debt Assumption Agreement
See Exhibit 10.3 of this Form 8-K Current Report.
Exhibit 7
Assignment, Assumption and Confirmation Agreements
See Exhibits 10.4a and 10.4b of this Form 8-K Current Report.