Exhibit 2.2
Translation from Norwegian
AGREEMENT REGARDING EXCHANGE OF SHARES
The following agreement has been entered into between Geoteck International,
Inc., a company registered in Nevada, USA, which is in the process of changing
its name to Marine Shuttle Operation Inc., hereinafter referred to as "MSO
Inc.", as the first party, and the shareholders mentioned below in the
Norwegian registered company Offshore Shuttle AS, hereinafter referred to as
"OS AS":
Spax Holding AS,
Aasens Trykkerier AS,
Xxxx Xxxxxxxxx,
Xxxxxx Xxxxxx,
Xxxxxx Xxxxxx, German national,
Xxxxx Xxxxxxx, German national,
Jurgen Terniden, German national,
Thyssen Stahlunion GmbH, German company,
Xxxx Xxxxx,
Norsk SMB Invest 1 AS,
Norsk SMB Invest 2 AS,
Norsk SMB Invest 3 AS,
Norsk SMB Invest 4 AS,
Xxxxx Xxxxxx,
Xxxxx Xxxxxxx Xxxxxxx,
Xxxx Staumo,
Xxxx Xxxx and
GTA
as the second party, which in total represents 52.97 % of the share capital in
OS AS, hereinafter referred to as "the OS AS shareholders":
1. Background of the agreement
The Norwegian registered company Marine Shuttle Operation AS, hereinafter
referred to as "MSO", is in the process of entering into a licensing
agreement with OS AS to acquire the exclusive rights to build and operate an
offshore shuttle, based upon the rights and the concept which have been drawn up
by OS AS, as well as the option to build and operate a further four - 4 -
offshore shuttles. It is a condition of the current agreement that the
above-mentioned licensing agreement is entered into.
In the same way as the parties in this agreement, the MSO shareholders, Xxxxx
Xxxx and Xxxxxx Xxxxxx, have entered into an agreement regarding the exchange of
their shares in MSO for shares in MSO Inc. The original intention of the parties
was that the OS AS shareholders would also have been incorporated in the same
agreement which has been entered into between MSO Inc. and the MSO shareholders.
However, as that agreement is extremely comprehensive (31 pages long),
complicated and contains a number of details which are not found to be necessary
to include in such an agreement as this current agreement which falls under
Norwegian law, the parties agreed to enter into this current briefer agreement.
The OS AS shareholders own a total of 2,551,398 shares of the total 4,822,000
shares in OS AS.
2. Terms of the exchange
The parties have hereby agreed that 1.5 shares in MSO Inc. shall be exchanged
for one share in OS AS. This means that for their total of 2,551,398 shares in
OS AS, the OS AS shareholders shall receive 3,827,097 shares in MSO Inc.
In connection with expanding capital with new share capital, MSO Inc. shall
apply for listing on Nasdaq's main list and for listing on the Frankfurt stock
exchange. The company is currently listed on the Nasdaq Bulletin Board.
After the transactions regarding the exchange of shares between MSO Inc., the
MSO shareholders and the OS AS shareholders have been finalised, MSO Inc. will
have 100% ownership of MSO and will own 53.03% of the shares in OS AS.
3. MSO Inc.'s obligations
MSO Inc. shall finance MSO in the amount of US $ 100,000,000, excluding the
costs, commissions and other fees related to the financing through the issue of
20,000,000 new shares in MSO Inc. MSO Inc. has entered into an agreement with
the German brokerage firm Berliner Freiverkehr (Aktien) AG which will be
responsible for carrying out the issue.
MSO Inc. may need up to 180 days to obtain the above-mentioned financing. During
this interval MSO Inc. shall ensure the temporary financing of MSO to the amount
of US $1,500,000 to cover MSO's daily operating expenses.
MSO Inc. shall also issue 3,827,097 shares in MSO Inc. to the OS AS shareholders
which shall be distributed among the OS AS shareholders as indicated in Appendix
1 of the current agreement.
4. OS AS shareholder's obligations
All the shareholders declare that they shall assign their shares in OS AS to MSO
Inc., free of encumbrances. The number of shares each shareholder owns is shown
in Appendix 2 of the current agreement. The OS AS shareholders shall not sell,
mortgage or in any other way dispose of their shares.
5. Due Diligence
In addition to exchanging official documents, such as the audited accounts for
1997, confirmation that MSO Inc. and OS AS are properly registered with the
indicated share capital, the necessary judicial company documentation showing
that MSO Inc. has the legal competence to enter into the current agreement, as
well as to complete the transactions which the current agreement covers, it is
up to the parties' advisors to demand further documentation on MSO Inc. and OS
AS respectively.
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6. Right to appoint members of the board and employees in MSO Inc.
The board of MSO Inc. shall consist of the following persons:
Xxxxx Xxxx.
A person appointed by MSO Inc.
A person appointed by the MSO and OS AS shareholders.
The MSO Inc. board shall employ the necessary personnel in the company in the
normal way.
7. Transfer/assignment of shares
The parties shall transfer the shares to each other at the same time. If this
cannot be executed in practice, the shares shall be deposited with a third
party, preferably a Norwegian lawyer or an authorised stockbroker. The OS AS
shareholders shall transfer/deposit their shares in assigned condition to MSO
Inc. MSO Inc. shall transfer/deposit the shares in the company to each of the OS
AS shareholders pursuant to Appendix 1.
The shares in MSO Inc. which OS AS receives cannot be traded before the issue
has been finalised (finalisation expected in June 1998)
8. Voting rights for shares in OS AS until the transaction has been finalised
The OS AS shareholders give MSO Inc., or the person the company appoints, the
right to vote for the OS AS shares at shareholders' meetings as of the moment
the current agreement is signed.
9. Costs
The OS AS shareholders shall not incur any costs from the exchange of the
shares.
10. Confidentiality
The parties shall keep the current agreement and transaction fully confidential,
however, the parties can jointly agree on something else.
11. Resolving disputes/legal venue
This agreement shall fall under Norwegian law with Oslo serving as the legal
venue.
Should there be any dispute concerning the interpretation of the current
agreement, the parties shall strive to solve this through negotiations. In this
connection the parties shall agree to hold a meeting no later than 10 days after
it is clear that such a dispute has arisen.
If it proves to be impossible to solve the dispute through negotiations, the
dispute shall be decided by arbitration in Oslo in accordance with the rules in
Chapter 32 of the Norwegian Civil Procedure Code. The Arbitration Court shall
consist of three - 3 - members, whereof each of the parties shall appoint their
own member, and these shall jointly appoint the third member. If it proves to be
impossible to appoint a
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third member, he or she shall be appointed by the chairman of Den Norske
Advokatforening [the Norwegian Bar Association]. The parties may agree to
appoint 1 arbitrator only who, if agreement cannot be reached, shall be
appointed by the chairman of Den Norske Advokatforening [the Norwegian bar
Association].
There are nineteen - 19 - copies of the current agreement, one for Geoteck
International, Inc., and one for each of the OS AS shareholders, a total of
eighteen - 18.
Xxx Xxxxxxxx signs the agreement on behalf of all the Offshore Shuttle AS
shareholders in accordance with the written authorisation from each of the
shareholders.
Date:
Geoteck International Inc. ....................................
Spax Holding AS ....................................
Aasens Trykkerier AS ....................................
Xxxx Xxxxxxxxx ....................................
Xxxxxx Xxxxxx ....................................
Xxxxxx Xxxxxx ....................................
Xxxxx Xxxxxxx ....................................
Jurgen Terniden ....................................
Thyssen Stahlunion GmbH ....................................
Xxxx Xxxxx ....................................
Norsk SMB Invest 1 AS ....................................
Norsk SMB Invest 2 AS ....................................
Norsk SMB Invest 3 AS ....................................
Norsk SMB Invest 4 AS ....................................
Xxxxx Xxxxxx ....................................
Xxxxx Xxxxxxx Sogstad ....................................
Xxxx Staumo ....................................
Xxxx Xxxx ....................................
GTA ....................................
True translation certified
Government Authorized Translator
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