Modified Reorganization Agreement
It is our understanding that the Reorganization Transaction will occur
as follows:
1. The OLM Shareholders will transfer 100% of their holdings of OLM to
OLMC, a Cayman Islands company formed for the purpose of acquiring shares of
the OLMC Shareholders. In consideration for such transfer, the OLM
Shareholders will be issued 66,000,000 shares by OLMC in consideration for
such OLM shares (the OLM-OLMC Reorganization).
2. Immediately following the OLM-OLMC Reorganization, Waterbury
Resources will acquire 100% of OLMC in exchange for 66,000,000 shares of
Waterbury issued to the OLMC Shareholders, thereby making OLMC its wholly
owned subsidiary. (The Waterbury-OLMC Reorganization).
3. As a condition to the closing of the Waterbury-OLMC Reorganization,
Waterbury will complete a financing of not less than $2,300,000 that will be
closed into an escrow controlled by the Placement Agent (the "Financing").
4. Upon notification of the completion of the Financing, OLM will
immediately apply for licensing to conduct it business under the newly
Reorganized entity. Upon receipt of approval of such licensing, the escrowed
funds raised in the Financing will be released. Simultaneous with the Closing,
Waterbury will (i) forward split its shares so that the total share
outstanding following the Financing, but before issuance to the OLMC
Shareholders in the Waterbury OLMC Reorganization will be 14,000,000 and (ii)
G/O International, the parent of Waterbury will distribute shares of Waterbury
it holds to an escrow agent who will hold such shares for the benefit of the
G/O International Shareholders, until such distribution is registered under
either the 33 or the 34 Act.
The prior terms and agreements will be the same, including options
granted on shares of affiliated companies.
DATED: Xxxxx 0, 0000
Xxxxxxx Orient LegendMaker Software Development Co., Ltd.
By: /s/
Its President
OLM SHAREHOLDERS
/s/
G/O International, Inc., a Colorado corporation
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Its President
Waterbury Resources Inc., a Cayman Islands corporation
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Its Director
