Exhibit 2.3
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 shareholder(s) mentioned below in the
Norwegian registered company Offshore Shuttle AS, hereinafter referred to as
"OS AS":
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Shareholder No. of shares in OS AS (fill in)
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as the second party, 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, ▇▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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.
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.
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 a majority 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 $ 1,5 mill to cover MSO's daily operating expenses.
MSO Inc. shall also issue shares in MSO Inc. to the OS AS shareholders as
indicated in 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 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.
6. Right to appoint members of the board and employees in MSO Inc.
The board of MSO Inc. shall consist of the following persons:
▇▇▇▇▇ ▇▇▇▇.
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.
The shares in MSO Inc. which OS AS receives cannot be traded before the issue
has been finalised (finalisation expected in June 1998)
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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 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].
Date/ place: Date/ place:
.......................... ..............................
Signature: Signature:
.......................... ..............................
Geotech Int. Inc. (MSO Inc.)
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SCHEDULE OF OMITTED DOCUMENTS
Exhibit 2.3 to the Registration Statement is a form of the Agreement
Regarding Exchange of Shares that was entered into by Marine Shuttle
Operations Inc. ("MSO") and various stockholders of Offshore Shuttle AS
("OSAS"). Each individual agreement was omitted from the
Registration Statement pursuant to Item 601(a) of Regulation S-K. Information
regarding the omitted documents is set forth below.
Name and Address No. of OSAS No. of MSO
of OSAS Stockholder Shares Exchanged Shares Acquired Date of Execution
------------------- ---------------- --------------- -----------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 20,800 223,500 May 16, 1998
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ 25,800 38,700 April 15, 1998
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
AS Ineta 1,000 1,500 April 15, 1998
Postboks 2406 Solli
0201 Oslo, Norway
Concordia Capo AS 3,000 4,500 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Concordia ▇▇▇▇ AS 3,000 4,500 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Concordia Star AS 3,000 4,500 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 43,400 65,100 April 15, 1998
▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇-Johanssen 9,800 14,700 April 15, 1998
Postboks 2406 Solli
0201 Oslo, Norway
▇▇▇▇ Staumo 19,720 56,580 April 15, 1998
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 760 10,140 May 16, 1998
▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Gunnar Greibokk 23,000 34,500 April 15, 1998
4660 Evje, Norway
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 15,000 22,500 April 15, 1998
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Mek AS 4,000 6,000 April 15, 1998
▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ Sogstad 4,000 18,000 April 15, 1998
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ 35,540 53,310 April 15, 1998
▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Jens Holtung 60,000 90,000 April 15, 1998
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
Johnco AS 20,000 30,000 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 26,760 40,140 April 15, 1998
Tollofsrud gard
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ 7,500 11,250 April 15, 1998
▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
Karlander Invest AS 24,000 36,000 April 15, 1998
Postboks 1785 Vika
0122 Oslo, Norway
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▇▇▇▇ ▇▇▇▇ 21,760 70,140 April 15, 1998
▇▇▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ 17,800 26,700 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Nistad Finans og Eiendom AS 138,100 207,150 April 15, 1998
▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
Norsk SMB Invest 3 40,000 186,660 May 16, 1998
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
Norsk SMB Invest 4 25,800 119,700 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
Ole-▇▇▇▇▇ ▇▇▇▇▇ 28,200 42,300 May 16, 1998
▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ 27,860 41,790 May ▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Sigfred Lyngoy 64,100 96,150 April 15, 1998
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
Terje Rosjo 15,000 22,500 April 15, 1998
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ 22,000 190,500 April 15, 1998
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Trade Invest AS 20,000 30,000 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
3
Zaco AS 9,600 14,400 April 15, 1998
▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
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