March 1, 2006 Mr. Denis J. Fitzpatrick Kingwood, Texas 77345 Dear Denis:Merger Agreement • August 14th, 2006 • CRSI Group, Inc. • Blank checks • Texas
As you are aware, my associate, Mr. Timur Bergaliyev, and I (the “Exchanging Shareholders”), have entered into an agreement with CRSI Group, Inc., a publicly-traded Florida corporation (“CRSI”), to merge our companies, Scientific Industrial Firm DANK LLC, Central Geophysical Expedition LLC, and A-Fidan, LLC (collectively the “Operating Companies”), into CRSI (the “Merger”). The Merger is expected to close on May 31, 2006 (the “Closing Date”). Prior to the Closing Date, the Exchanging Shareholders will organize a company under the laws of the Netherlands (the “BV-Corp”) which, prior to the Closing Date, will own 95% of the equity in the Operating Companies. On the Closing Date, the Exchanging Shareholders shall receive, in direct proportion to their relative interests in the BV-Corp, the majority of the issued and outstanding common stock of CRSI (the “Merger Shares”) and will become the majority shareholders of CRSI. I will become CRSI’s Chairman and Chief Executive Officer. As soon as
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 14th, 2006 • CRSI Group, Inc. • Blank checks
AMENDMENT dated May 9, 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, being all of the shareholders of SCIENTIFIC INDUSTRIAL FIRM DANK LLC. , CENTRAL GEOPHYSICAL EXPEDITION LLC. and A-FIDAN, LLC., each a limited liability company organized under the laws of the Republic of Kazakhstan (all of said shareholders being hereinafter referred to collectively as the " EXCHANGING SHAREHOLDERS").
AMENDMENT NO. 2 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 14th, 2006 • CRSI Group, Inc. • Blank checks
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”).
