Exhibit 2.1
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Proposed purchase by GSV, Inc.
of
Oil and Gas and related properties held by Polystick U.S. Corp.
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Properties to be purchased: All oil and gas and related properties held by
Polystick U.S. Corp., as presented in exhibit
A "list of properties" (to be provided).
Purchase price: $ 2.625 million to be paid by issuing 4,500,000
shares of common stock of GSV, Inc. valued at
$0.25 per share and $1,500,000 million of a
new series of GSV, Inc.'s convertible
preferred stock, which shall be convertible
into common stock and shall have the rights
described generally on exhibit B "convertible
preferred".
Adjustment of purchase price: The purchase price is subject to adjustment
prior to closing based on GSV, Inc.'s due
diligence investigation of Polystick U.S. Corp.
Closing: Closing shall occur on or before May 16, 2003.
Purchase agreement: Consummation of the proposed transaction is
subject to the completion of due diligence and
the negotiation and execution of a definitive
purchase agreement containing customary
representations, covenants, indemnities and
conditions for transactions of this nature.
Due diligence: Polystick U.S. Corp. will provide GSV, Inc. and
its officers, directors, attorneys and other
agents ("representatives") with full access upon
reasonable prior notice to its representatives
and to its assets, properties, contracts, books,
records and such other information as may be
requested by GSV's representatives.
Consents and approvals: Each party is responsible to obtain all
consents, approvals and licenses, whether
regulatory or commercial, that may be required
for its participation in the proposed
transaction, as will be further detailed in the
purchase agreement.
Legal fees: All legal and due diligence fees will be paid by
GSV, Inc.
Standstill: In consideration of the substantial expenditure
of time, effort and expense to be undertaken by
GSV, Inc. and its representatives, immediately
upon Polystick U.S. Corp.'s execution of this
term sheet Polystick U.S. Corp. undertakes and
agrees that, from the date hereof until the
consummation of the proposed transaction, or if
a definitive purchase agreement is not executed
and delivered on or prior to May 16, 2003, until
May 16, 2003, it will not, nor will it permit
any person
controlling, controlled by or under common
control with Polystick U.S. Corp. to, take any
action to initiate, assist, solicit, receive,
negotiate, encourage or accept any offer or
inquiry from anyone to engage in any merger,
consolidation or combination of Polystick U.S.
Corp. into or with any third party, or any sale
of all or substantially all the assets of
Polystick U.S. Corp. or any of its oil and gas
and related properties, to any third party.
This term sheet is intended to be a summary evidencing the current intentions of
the parties with respect to the proposed transaction described above, and it is
expressly understood that (1) this term sheet is not intended to, and does not,
constitute an agreement to consummate the proposed transaction or to enter into
a definitive purchase agreement, and (2) the parties hereto will have no rights
or obligations of any kind whatsoever relating to the proposed transaction by
virtue of this term sheet or any other written or oral expression by their
respective representatives unless and until a definitive purchase agreement is
executed and delivered, provided that the respective obligations of GSV, Inc.
and Polystick U.S. Corp. contained in the preceding two paragraphs will be
binding on GSV, Inc. and Polystick U.S. Corp., as the case may be.
For GSV, Inc. For Polystick U.S. Corp.
/s/ Gilad Gat /s/ Xxxx Xxxxx
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Gilad Gat Xxxx Xxxxx
President & CEO President & CEO
Dated: April 8, 2003 Dated: April 8, 2003
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Exhibit B
to Term Sheet between GSV, Inc. and Polystick U.S. Corp.
April 2003
Terms of Proposed Series B Convertible Preferred Stock
Dividends: In the event any dividends are declared with
respect to the Common Stock of the Company,
the holders of the Series B Convertible
Preferred Stock shall be entitled to receive
an amount equal to the amount of dividends that
each such holder would have received had the
Series B Convertible Preferred Stock been
converted into Common Stock as of the date
immediately prior to the record date of such
dividend.
Liquidation Preference: In the event of liquidation, dissolution or
winding up of the affairs of the Company, the
holders of the Series B Convertible Preferred
Stock shall be entitled to receive, before any
distribution or payment is made to any holder of
Common Stock or any other Junior Stock, an
amount equal to $1.00 per share plus an amount
equal to all declared and unpaid and any
accrued and unpaid dividends, through the date
of the distribution, before any payment is made
or assets distributed to the holders of any
class or series of the Common Stock of the
Company or any other class or series of the
Company's capital stock ranking junior to the
Series B Convertible Preferred Stock with
respect to liquidation.
Redemption: If there shall occur certain triggering events
with respect to the Company, the holders of the
Series B Convertible Preferred Stock shall
have the right to redeem all or a portion of
the Series B Convertible Preferred Stock and
the shares of Common Stock then issued in
connection with the conversion of the Series B
Convertible Preferred Stock and held by such
Holder for a redemption price, in cash, equal
to the sum of (i) $1.00 plus all accrued and
unpaid dividends to the date of determination
to the extent not previously paid on each
outstanding share of Series B Convertible
Preferred Stock, plus (ii) the product of
(A) the number of underlying shares issued
in respect of conversions of shares of Series
B Convertible Preferred Stock then held by the
Holder and (B) 100% of the conversion price
received by GSV, Inc. for such shares.
Voting Rights: The holders of the Series B Convertible
Preferred Stock shall have the right, voting
separately as a single class, to designate
and elect up to three members of the Board of
Directors of the Company. In addition, a vacancy
in any directorship elected by the holders of
the Series B Convertible Preferred Stock shall
be filled only by vote or written consent of
the holders of at least a majority of the then
outstanding shares of Series B Convertible
Preferred Stock.
Conversion: The conversion price per share of the Series B
Convertible Preferred Stock shall be $1.00,
subject to adjustment for stock splits, stock
dividends, etc., together with weighted average
antidilution for new issuances of common stock
or equivalents at a price less than the then
conversion price of the Series B Convertible
Preferred Stock. No antidilution adjustment
shall be made for shares issued under any
existing GSV, Inc. employee or director stock
option plan or any future such plan approved by
a majority of GSV's directors.
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