SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 31st day of August, 2006
AMONG:
DIRECTVIEW, INC., a company formed pursuant to the laws of the State
of Delaware and having an office for business located at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Purchaser")
AND:
GS ENERGY CORPORATION, a company formed pursuant to the laws of the
State of Delaware and having an office for business located at ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Seller ")
WHEREAS:
A. Seller owns 100% of the issued and outstanding equity of GS Carbon Trading,
Inc. (the "Acquisition Shares");
B. GS Carbon Trading, Inc.'s ("GS Carbon") business model is based on the
trading of renewable energy and energy efficiency certificates, carbon
credits and other similar attributes; and,
C. Purchaser desires to purchase and acquire and Seller, subject to Seller
shareholder approval, desires to sell, convey, assign and transfer, or
cause to be sold, conveyed, assigned and transferred, to Purchaser the
Acquisition Shares pursuant to this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
THE ACQUISITION
Section 1.1 Purchase and Sale of Acquisition Shares
Seller hereby agrees to sell to Purchaser the Acquisition Shares in exchange for
the payment of the Purchase Price on the Closing Date and to transfer to
Purchaser on the Closing Date a 100% undivided interest in and to the
Acquisition Shares free from all liens, mortgages, charges, pledges,
encumbrances or other burdens with all rights now or thereafter attached
thereto, except as otherwise referred to herein.
Section 1.2 The Purchase Price
In consideration for the Acquisition Shares, Purchaser agrees to issue to Seller
a total of ONE BILLION EIGHT HUNDRED MILLION (1,800,000,000) SHARES of Purchaser
common stock and ONE HUNDRED THOUSAND (100,000) SHARES of Purchaser's new Series
A Preferred Stock (collectively, the "Purchase Shares").
Section 1.3 Series A Preferred Stock
The Purchaser's Series A Preferred Stock shall include conversion adjustment
provisions that automatically adjust the conversion and voting rate of the
Series A Preferred Stock to be and remain equal to EIGHTY (80%) PERCENT of the
fully-diluted issued and outstanding capital stock of Purchaser when taken with
Seller's then-current common stock and other relevant Purchaser stock holdings;
provided, however, that the conversion rate of the Series A Preferred Stock
shall be fixed on December 31, 2008 such that the Purchase common stock issuable
to Seller on such date shall be equal to EIGHTY (80%) PERCENT of the
fully-diluted issued and outstanding capital stock of Purchaser when taken with
Seller's then-current common stock and other relevant Purchaser stock holdings.
ARTICLE II
CONDITIONS OF THE CLOSING
Section 2.1 Condition Precedent; Affiliate Shares
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Purchaser's current chief financial officer (the
"Affiliate"), beneficially owns 104,495,322 shares of Purchaser common stock and
100,000 shares of Purchaser Series 1 Preferred Stock, corresponding to about 68%
of the voting stock of the Purchaser. The Affiliate shall surrender its shares
of Purchaser Series 1 Preferred Stock in connection with the completion of the
subsidiary sale as provided for in Section 2.2, below.
Section 2.2 Condition Precedent; Sale of Subsidiary
Purchaser shall have closed on the sale 100% of the stock and assets of ▇▇▇▇▇▇▇
Communications, Inc. and Meeting Technologies, Inc. (collectively, the "DRVW
Subsidiaries") to DirectView Holdings, Inc. ("DR Holdings"), which company is
100% owned by Affiliate.
Section 2.3 Condition Precedent; Assumption of Convertible Debentures;
Release of Liens
Purchaser shall have assumed all rights and obligations due under those certain
convertible debentures issued by Purchaser to Cornell Capital Partners, LP,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Convertible Debentures"). Purchaser
and Affiliate shall use their mutual best efforts to obtain suitable releases
from the relevant debenture holders relative to any liens that may have been
filed on Affiliate's assets. With the sole exception of the Convertible
Debentures, DR Holdings shall assume all remaining obligations of Purchaser,
including any additional amounts due to Affiliate from Purchaser.
Section 2.4 Condition Precedent; Officers and Directors
Purchaser's board of directors shall have nominated ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to
Purchaser's board and to the posts of chairman and chief executive officer. All
current officers and directors of Purchaser shall have submitted contingent
resignations to the Purchaser, which resignations shall be effective upon
receipt by Purchaser of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ written acceptance of his nomination,
which written acceptance shall be a further condition precedent to the Closing.
Section 2.5 Condition Subsequent; Capitalization
(a) Upon the completion of the Closing hereof, the Purchaser's capital
share structure shall be as follows:
Shares Total Authorized Total Issued
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Common Stock: 2,500,000,000 2,300,060,090
Preferred Stock: 4,900,000 100,000
Shareholder Common Stock Preferred Stock
GS Energy Corporation 1,800,000,000 100,000 Series A
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 104,495,322 --
All other shareholders 195,564,768 --
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Total 2,100,060,090 100,000
(b) The Affiliate's share ownership of Purchaser corresponds to about 4.9%
of the Purchaser's issued and outstanding common stock after Closing
hereof.
Section 2.6 Condition Subsequent; Name Change
As a condition subsequent to the Acquisition, the Purchaser shall change its
name to "GS Carbon Corporation" as soon as practicable after the Closing.
Section 2.7 Condition Subsequent; DR Holdings Registration
Purchaser shall use its best efforts to provide DR Holdings with all reasonable
assistance in preparing and filing an appropriate registration statement to
initiate operations as a separate publicly traded company should the beneficial
owners of DR Holdings wish to do so.
ARTICLE III
THE CLOSING
Section 3.1 Closing
The consummation of the transactions contemplated by this Agreement (the
"Closing") shall take place on or before OCTOBER 1, 2006 at Purchaser's place of
business (the date of the Closing being herein referred to as the "Closing
Date").
Section 3.2 Deliveries at Closing
(a) At the Closing, the Seller shall deliver to the Purchaser:
(i) duly executed instruments or other evidence to transfer to
Purchaser the Acquisition Shares;
(ii) any documents or certificates that are necessary to transfer to
Purchaser good, clear and marketable title all of the Acquisition
Shares; and,
(iii) all opinions, certificates and other instruments and documents
required by the terms of this Agreement to be delivered by Seller
at or prior to Closing or otherwise required in connection with
the Acquisition.
(b) At the Closing, the Purchaser shall deliver to the Seller:
(i) copies of such resolutions of the directors of Purchaser as are
required to be passed to authorize the execution, delivery and
implementation of this Agreement;
(ii) satisfactory evidence of the satisfaction of all conditions
precedent to the Closing hereof, and,
(iii) all documents required to be delivered by Purchaser to Seller at
or prior to the Closing Date in connection with this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser represents and warrants that as of the date hereof and as of the
Closing Date, the following representations shall be true and correct and in
full force and effect:
Section 4.1 Organization and Good Standing
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. Purchaser is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
where qualification as a foreign corporation or otherwise is required to conduct
its business.
Section 4.2 Authority, Approvals and Consents
Purchaser has the corporate power and authority to enter into this Agreement and
to perform their obligations hereunder. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized and validly approved by the Board of Directors of
Purchaser and by their respective stockholders and no other corporate or other
proceedings on the part of Purchaser are necessary to authorize and approve this
Agreement and the transactions contemplated hereby. Purchaser hereby expressly
represents that they have fully and properly complied with all aspects of
applicable Delaware corporate law in entering into this Agreement and for
consummating the transactions contemplated hereunder. This Agreement has been
duly executed and delivered by, and constitutes a valid and binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms.
Section 4.3 Consents and Approvals
No consent, approval, or authorization of, or declaration, filing, or
registration with, any Governmental Entity will be required to be made or
obtained by Purchaser in connection with the execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
Section 4.4 No Violations
Neither the execution, delivery, or performance of this Agreement by Purchaser,
nor the consummation by Purchaser of the transactions contemplated hereby, nor
compliance by Purchaser with any of the provisions hereof will (a) conflict with
or result in any breach of any provisions of the certificate of incorporation or
bylaws of the Purchaser, (b) result in a violation, or breach of, or constitute
(with or without due notice or lapse of time) a default (or give rise to any
right of termination, cancellation, vesting, payment, exercise, acceleration,
suspension or revocation) under any of the terms, conditions or provisions of
any contract, agreement or any material note, bond, mortgage, deed of trust,
security interest, indenture, license, contract, agreement, plan or other
instrument or obligation to which Purchaser is a party or (c) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to Purchaser,
except in the case of clauses (b) or (c) for violations, breaches, defaults,
terminations, cancellations, accelerations, creations, impositions, suspensions
or revocations that would not be reasonably likely to have a Material Adverse
Effect.
Section 4.5 Binding Nature
This Agreement shall be, when duly executed and delivered, a legally binding
obligation of the Purchaser enforceable in accordance with its terms.
Section 4.6 Non-Merger and Survival
The representations and warranties of Purchaser contained herein will be true at
and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by Seller, the representations and
warranties of Purchaser shall survive the Closing.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Expenses
Each of the Parties hereto shall pay its own fees and expenses (including the
fees of any attorneys, accountants, or others engaged by such Party) in
connection with this Agreement and the transactions contemplated hereby whether
or not the transactions contemplated hereby are consummated.
Section 5.2 Paragraph Headings and Language Interpretations
The paragraph headings contained herein are for reference only and shall not be
considered substantive provisions of this Agreement. The use of a singular or
plural form shall include the other form, and the use of a masculine, feminine
or neuter gender shall include the other genders, as applicable.
Section 5.3 Notices
All notices, claims, demands, and other communications hereunder shall be in
writing and shall be deemed given upon (a) confirmation of receipt of a
facsimile transmission, (b) confirmed delivery by a standard overnight carrier
or when delivered by hand, or (c) the expiration of five (5) business days after
the day when mailed by registered or certified mail (postage prepaid, return
receipt requested), addressed to the respective parties at the following
addresses (or such other address for a party as shall be specified by like
notice):
(a) If to the Purchaser, to:
DirectView, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
and,
(b) If to the Seller, to:
GS Energy Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Section 5.4 Assignments
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the Parties hereto and their respective successors and
permitted assigns; provided, however, that neither this Agreement nor any of the
rights, interests, or obligations hereunder may be assigned by any of the
Parties hereto without the prior written consent of the other Party, except that
this Agreement and such rights, interests and obligations may be assigned by
Purchaser to one (1) or more Affiliates. Purchaser agrees that any such
assignment shall not relieve Purchaser of its obligations hereunder.
Section 5.5 Entire Agreement
This Agreement (including the Schedules and any Exhibits hereto) embodies the
entire agreement and understanding of the Parties with respect to the
transactions contemplated hereby and supersedes all prior written or oral
commitments, arrangements, understandings and agreements with respect thereto.
There are no restrictions, agreements, promises, warranties, covenants or
undertakings with respect to the transactions contemplated hereby other than
those expressly sat forth herein.
Section 5.6 Modifications, Amendments and Waivers
At any time prior to the Closing, to the extent permitted by law, (i) Purchaser
and Seller may, by written agreement, modify, amend or supplement any term or
provision of this Agreement and (ii) any term or provision of this Agreement may
be waived in writing by the Party which is entitled to the benefits thereof.
Section 5.7 Counterparts
This Agreement may be executed in two (2) or more counterparts, all of which
shall be considered one (1) and the same agreement and each of which shall be
deemed an original. Each Party shall receive a fully signed copy of this
Agreement.
Section 5.8 Governing Law
This Agreement shall be governed by the laws of the State of New Jersey and the
United States of America (regardless of the laws that might be applicable under
principles of conflicts of law or international law) as to all matters
including, but not limited to, matters of validity, construction, effect and
performance.
Section 5.9 Accounting Terms
All accounting terms used herein which are not expressly defined in this
Agreement shall have the respective meanings given to them in accordance with
generally accepted accounting principles on the date hereof.
Section 5.10 Severability
If any one (1) or more of provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Agreement shall not be affected thereby. To the
extent permitted by applicable law, each party waives any provision of law which
renders any provision of this Agreement invalid, illegal or unenforceable in any
respect.
Section 5.11 Specific Performance
Purchaser and Seller recognize that any breach of the terms this Agreement may
give rise to irreparable harm for which money damages would not be an adequate
remedy, and accordingly agree that any non-breaching party shall be entitled to
enforce the terms of this Agreement by a decree of specific performance without
the necessity of proving the inadequacy as a remedy of money damages. If
specific performance is elected as a remedy hereunder, the electing Party shall
be deemed to have waive any claim for other damages, except reasonable attorneys
fees, costs of suit and expenses related to the enforcement of specific
performance.
Section 5.12 Consent to Jurisdiction
Seller and Purchaser hereby submit and consent to the exclusive venue and
jurisdiction of the Supreme Court of the State of New York in respect of the
interpretation and enforcement of the provisions of this Agreement, and hereby
waive and agree not to assert as a defense in any action, suit or proceeding for
the interpretation or enforcement of this Agreement, that it is not subject
thereto or that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that this Agreement may not be enforced in or by
said courts or that its property is exempt or immune from execution, that the
suit, action or proceeding is brought in an inconvenient forum, or that the
venue of the suit, action or proceeding is improper. Seller and Purchaser agree
that service of process may be made in any manner permitted by the laws of the
State of New York or the federal laws of the United States in any such action,
suit or proceeding against Seller or Purchaser with respect to this Agreement.
Service of process upon such authorized agent shall be deemed, in every respect,
effective service of process upon Seller or Purchaser and shall remain effective
until Seller or Purchaser shall appoint another agent for service or process
acceptable to the other Party. Seller and Purchaser agree that final judgment
(with all right of appeal having expired or been waived) against it in any such
action, suit or proceeding shall be conclusive and that the other Party is
entitled to enforce such judgment in any other jurisdiction by suit on the
judgment, a certified copy of which shall be conclusive evidence of the fact and
amount of indebtedness arising from such judgment.
Section 5.13 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, legal representatives and
assigns.
Section 5.14 Force Majeure
Neither Party hereto shall be liable for failure to perform any obligation under
this Agreement if such failure to perform is caused by the occurrence of any
contingency beyond the reasonable control of such Party, including, without
limitation, fire, flood, strike or other industrial disturbance, failure of
transport, accident, war, riot, insurrection, act of God or order of
governmental agency or act of terrorism. Performance shall be resumed as soon as
is possible after cessation of such cause. However, if such inability to perform
continues for more than Ninety (90) days, the other Party may terminate this
Agreement without penalty and without further notice.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
GS ENERGY CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
DIRECTVIEW, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President