AMENDMENT NO. 2 TO SHARE EXCHANGE AGREEMENT
AMENDMENT
NO. 2
TO
AMENDMENT
dated June 3, 2006 to AGREEMENT
dated
February 23, 2006 by and among CRSI GROUP, INC., a Florida corporation
(hereinafter referred to as "CRSI") and the individual signatories to this
agreement, who were all of the shareholders of entities identified as Scientific
Industrial Firm Dank LLC, Central Geophysical Expedition LLC and A-Fidan, LLC.
on February 23, 2006, and by NURLAN JANSEITOV and TIMUR BERGALIYEV, who together
hold the entire beneficial interest in Caspian International Oil Company (CIOC)
B.V., a Netherlands corporation (hereinafter referred to as “CIOC”).
WHEREAS,
the
Share Exchange Agreement dated February 23, 2006, as amended on May 9, 2006,
contemplated the acquisition by CRSI of entities identified as Scientific
Industrial Firm Dank LLC, Central Geophysical Expedition LLC and A-Fidan, LLC;
and
WHEREAS,
the
entities so identified were improperly identified in the Share Purchase
Agreement; and
WHEREAS,
95% of
the capital stock of each of the entities that the parties intend that CRSI
will
acquire has been assigned to CIOC; and
WHEREAS,
the
parties wish to modify the terms of the Share Exchange Agreement to reflect
their mutual understanding of the agreement among them, all as set forth herein.
NOW,
THEREFORE,
it is
agreed that the Share Exchange Agreement is hereby modified and amended as
follows:
1. Exchanging
Shareholders.
The
“Exchanging Shareholders” identified in the Share Exchange Agreement shall be
Nurlan Janseitov and Timur Bergaliyev.
2. Operating
Companies.
The
“Operating Companies” identified in the Share Exchange Agreement shall be SIF
Dank LLP, CGE, LLP and Kor-Tazh LLP.
3. BV-Corp.
The
“BV-Corp” defined in Section 1(b) of the Share Exchange Agreement shall be
CIOC.
4. Share
Exchange.
Sections 2(a), 2(b) and 2(c) of the Share Exchange Agreement are hereby
eliminated and the following is inserted in lieu thereof:
a.
Prior
to the Closing Date (defined herein), the Exchanging Shareholders shall cause
the BV-Corp to acquire the Operating Company Equity in exchange for all of
the
equity in the BV-Corp and such other consideration as they shall deem to be
appropriate under the circumstances. The outstanding shares in the BV-Corp
will
be held by a nominee in trust for the Exchanging Shareholders. The percentage
ownership of the beneficial interest in the BV-Corp will be: Nurlan Janseitov
-
60%; Timur Bergaliyev - 40%.
b.
On the
Closing Date (defined herein), the Exchanging Shareholders shall transfer and
assign to CRSI all of their interest in the equity of the BV-Corp. The
Exchanging Shareholders represent and warrant that upon delivery to CRSI of
a
Nominee Declaration identifying CRSI as the Owner of the outstanding capital
stock of the BV-Corp, all of the right, title and interest in said capital
stock
will be transferred to CRSI free of Liens, claims and encumbrances, subject
only
to the title held by the nominee shareholder in trust for CRSI.
c.
On the
Closing Date, CRSI shall issue to the Exchanging Shareholders a total of
fifty-four million (54,000,000) shares of CRSI common stock. The shares will
be
allocated between the Exchanging Shareholders in proportion to the relative
interests of the Exchanging Shareholders in the BV-Corp, as set forth in Section
2(a) above. No fractional shares will be issued; in lieu thereof, the number
of
shares issued to each
5. Closing.
Section
8(a)(A) of the Share Exchange Agreement is hereby eliminated, and the following
is inserted in lieu thereof:
|
A.
|
An
amended Nominee Declaration identifying CRSI as the beneficial owner
of
the outstanding capital stock of the BV-Corp.
|
6. Legal
Opinion.
Section
8(a)(E) of the Share Exchange Agreement is hereby eliminated, and the following
is inserted in lieu thereof:
E.
An
opinion of legal counsel to the Exchanging Shareholders to the effect that
(i)
the BV-Corp is duly incorporated and in good standing under the laws of The
Netherlands, and (ii) that the delivery of the amended Nominee Declaration
recited in Section 8(a)(A) above will vest in CRSI good and marketable title
to100% of the beneficial interest in the outstanding capital stock of the
BV-Corp.
7. Certificates.
Section
8(b)(A) of the Share Exchange Agreement is hereby eliminated, and the following
is inserted in lieu thereof:
A.
Certificates for fifty-four million (54,000,000) shares of CRSI common stock
in
the names and individual quantities specified in Section 2(a)
hereof.
8. Withdrawal
of A-Fidan.
A-Fidan, LLC hereby agrees to the termination of its rights and obligations
under the Share Exchange Agreement, and that it shall not hereafter be
considered a party to the Share Exchange Agreement.
9. Full
Force and Effect.
All
other terms and conditions of the Share Exchange Agreement shall remain in
full
force and effect.
2
IN
WITNESS WHEREOF, the parties hereto have set their hands as of the date and
year
written on the first page.
By:
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, President
/s/
Nurlan S. Janseitov
Nurlan
S.
Janseitov
/s/
Timur
M. Bergaliev
Timur
M.
Bergaliyev
A-FIDAN,
LLC
By:
/s/
Xxxx Xxxxx
Xxxx
Xxxxx
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