AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Nevada
This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of May 22, 2013 by and between NUMBEER, INC., a Nevada corporation (“Numbeer”), NUMBEER ACQUISITION, INC., a Nevada corporation (“Acquisition”), and GOOD EARTH ENERGY CONSERVATION, INC., a Delaware corporation (“Good Earth”). Numbeer, Acquisition and Good Earth are sometimes hereinafter collectively referred to as the “parties” and individually as a “party.”
Exclusive License AgreementExclusive License Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices
THIS EXCLUSIVE LICENSE AGREEMENT ("ELA") is made as of the 9th day of September, 2011, by and among Good Earth Energy Conservation, Inc., a Delaware corporation ("GEEC USA") and Halewood Enterprises Limited, a British Virgin Islands company ("Halewood").
CONSENT AND WAIVERConsent and Waiver • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices
The undersigned are the holders (the “Noteholders”) of more than fifty percent (50%) of the outstanding principal of 8% secured convertible promissory notes in the aggregate original principal amount of $1,750,000 due March 31, 2017 (the “Notes”) and related warrants for the purchase of 3,500,000 shares of common stock of Good Earth (the “Warrants”) issued by Good Earth Energy Conservation, Inc., a Delaware corporation (“Good Earth”), under a Note and Warrant Purchase Agreement dated April 10, 2012, as amended (the “Purchase Agreement”), pursuant to a series of closings on April 10, 2012, April 15, 2012, May 8, 2012 and July 16, 2012. The Notes are secured by a security interest in certain assets of Good Earth granted to Fort Worth EV Investors L.L.C., a Texas limited liability company, as agent for the Noteholders, pursuant to a Security Agreement dated April 10, 2012 (the “Security Agreement”). In connection with the issuance of the Notes and the Warrants, Good Earth and the Notehold
JOINT VENTURE AGREEMENTJoint Venture Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices
THIS JOINT VENTURE AGREEMENT ("JVA") is made on the 9th day of September, 2011, by and among Good Earth Energy Conservation, Inc., a corporation incorporated in the State of Delaware, U.S.A. ("GEEC USA"), Carens Pte Ltd, a company incorporated in the Republic of Singapore ("Carens"), and Good Earth Energy Conservation (Asia) Pte Ltd, a company incorporated in the Republic of Singapore ("GEEC Asia").
LEASE AGREEMENTLease Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Texas
GOOD EARTH ENERGY CONSERVATION, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 23rd, 2013 • Numbeer, Inc. • Totalizing fluid meters & counting devices • Texas
This Note and Warrant Purchase Agreement (the “Agreement”) is made and entered into as of April 10, 2012 by and among Good Earth Energy Conservation, Inc., a Delaware corporation (the “Company”), Fort Worth EV Investors L.L.C., a Texas limited liability company (“FWEV”) and the persons listed on the attached Schedule A (FWEV and each such person, an “Investor” and, collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Notes.
