SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 31st day of August, 2006
AMONG:
DIRECTVIEW, INC., a
company formed
pursuant to the laws of the State
of Delaware
and having an office
for business
located at 7700
West
Camino Real, Suite 200, Boca Raton, Florida 33433 ("Purchaser")
AND:
GS ENERGY CORPORATION,
a company formed
pursuant to the laws
of the
State of Delaware
and having an office
for business
located at One
Penn Plaza, Suite 1612, New York, New York 10119 ("Seller ")
WHEREAS:
A. Seller owns
100% of the issued and outstanding equity of GS Carbon Trading,
Inc.
(the "Acquisition Shares");
B. GS Carbon
Trading, Inc.'s ("GS Carbon") business model is based on the
trading of renewable
energy and energy
efficiency
certificates,
carbon
credits and other similar attributes; and,
C. Purchaser
desires to purchase
and acquire and Seller, subject to Seller
shareholder
approval, desires to sell, convey, assign and transfer, or
cause to be sold,
conveyed, assigned and
transferred,
to Purchaser
the
Acquisition Shares pursuant to this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties
contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
THE ACQUISITION
Section 1.1
Purchase and Sale of Acquisition Shares
Seller hereby agrees to sell to Purchaser the Acquisition Shares in
exchange for
the payment
of the Purchase Price on the Closing Date and to transfer to
Purchaser on
the Closing Date a 100% undivided interest in and to the
Acquisition
Shares free
from all liens, mortgages, charges, pledges,
encumbrances or
other burdens with all rights now or thereafter attached
thereto, except as otherwise referred to herein.
Section 1.2
The Purchase Price
In consideration for the Acquisition Shares, Purchaser agrees to
issue to Seller
a total of ONE BILLION EIGHT HUNDRED MILLION (1,800,000,000) SHARES
of Purchaser
common stock and ONE HUNDRED THOUSAND (100,000) SHARES of
Purchaser's new Series
A Preferred Stock (collectively, the "Purchase Shares").
Section 1.3
Series A Preferred Stock
The Purchaser's
Series A Preferred
Stock shall include
conversion
adjustment
provisions that
automatically
adjust the
conversion
and voting
rate of the
Series A Preferred
Stock to be and remain equal to EIGHTY (80%) PERCENT of the
fully-diluted issued
and outstanding capital stock of Purchaser when taken with
Seller's then-current
common stock and other relevant Purchaser stock holdings;
provided, however,
that the conversion rate of the Series A Preferred
Stock
shall be fixed on December 31, 2008 such that the Purchase common
stock issuable
to Seller on such date shall be equal to EIGHTY (80%) PERCENT of the
fully-diluted issued
and outstanding capital stock of Purchaser when taken with
Seller's then-current common stock and other relevant Purchaser
stock holdings.
<PAGE>
ARTICLE II
CONDITIONS OF THE CLOSING
Section 2.1
Condition Precedent; Affiliate Shares
Michele Ralston,
the Purchaser's current chief financial officer (the
"Affiliate"), beneficially owns 104,495,322 shares of Purchaser
common stock and
100,000 shares of Purchaser Series 1 Preferred Stock, corresponding
to about 68%
of the voting stock of the Purchaser. The Affiliate shall surrender its shares
of Purchaser Series 1
Preferred Stock in
connection with the completion of the
subsidiary sale as provided for in Section 2.2, below.
Section 2.2
Condition Precedent; Sale of Subsidiary
Purchaser shall have
closed on the sale 100% of the stock and assets of Ralston
Communications, Inc.
and Meeting Technologies, Inc. (collectively, the "DRVW
Subsidiaries") to DirectView Holdings, Inc. ("DR Holdings"), which company is
100% owned by Affiliate.
Section 2.3
Condition Precedent; Assumption of Convertible Debentures;
Release of Liens
Purchaser shall have
assumed all rights and obligations due under those certain
convertible debentures
issued by Purchaser to
Cornell Capital
Partners, LP,
Michele Ralston, and Richard Galterio (the "Convertible
Debentures").
Purchaser
and Affiliate shall
use their mutual best efforts to obtain suitable releases
from the relevant
debenture holders relative to any liens that may
have been
filed on Affiliate's assets. With the sole exception of the Convertible
Debentures, DR
Holdings shall assume
all remaining
obligations of
Purchaser,
including any additional amounts due to Affiliate from
Purchaser.
Section 2.4
Condition Precedent; Officers and Directors
Purchaser's
board of directors shall have nominated Kevin Kreisler to
Purchaser's board and to the posts of chairman and chief executive
officer. All
current officers and
directors of Purchaser
shall have
submitted contingent
resignations to the
Purchaser,
which resignations shall be effective upon
receipt by Purchaser of Kevin Kreisler's written acceptance of his nomination,
which written acceptance shall be a further condition precedent to
the Closing.
Section 2.5
Condition Subsequent; Capitalization
(a)
Upon the completion of
the Closing hereof,
the Purchaser's capital
share structure shall be as follows:
<TABLE>
<CAPTION>
Shares
Total Authorized
Total Issued
-----------------------------------------------------------------------------
<S>
<C>
<C>
Common Stock:
2,500,000,000
2,300,060,090
Preferred Stock:
4,900,000
100,000
Shareholder
Common Stock
Preferred Stock
GS Energy Corporation
1,800,000,000
100,000 Series A
Michele Ralston
104,495,322
--
All other shareholders
195,564,768
--
-----------------------------------------------------------------------------
Total
2,100,060,090
100,000
</TABLE>
(b)
The Affiliate's share
ownership of Purchaser corresponds to about 4.9%
of the Purchaser's
issued and outstanding
common stock after Closing
hereof.
Section 2.6
Condition Subsequent; Name Change
As a condition
subsequent to the
Acquisition, the
Purchaser shall change
its
name to "GS Carbon Corporation" as soon as practicable after the
Closing.
Section 2.7
Condition Subsequent; DR Holdings Registration
Purchaser shall use
its best efforts to provide DR Holdings with all reasonable
assistance in
preparing and filing
an appropriate
registration
statement to
initiate operations as
a separate publicly traded company should the beneficial
owners of DR Holdings wish to do so.
<PAGE>
ARTICLE III
THE CLOSING
Section 3.1
Closing
The consummation
of the transactions contemplated by this Agreement (the
"Closing") shall take place on or before OCTOBER 1, 2006 at
Purchaser's place of
business (the date of
the Closing being
herein referred to as the "Closing
Date").
Section 3.2
Deliveries at Closing
(a)
At the Closing, the
Seller shall deliver to the Purchaser:
(i) duly executed instruments or other evidence to transfer to
Purchaser the Acquisition Shares;
(ii) any documents or
certificates that are
necessary to transfer to
Purchaser good, clear and marketable title all of the
Acquisition
Shares; and,
(iii) all opinions,
certificates and other
instruments and documents
required by the terms of this Agreement to be delivered by
Seller
at or prior to Closing or otherwise required in connection
with
the Acquisition.
(b)
At the Closing, the
Purchaser shall deliver to the Seller:
(i) copies of such
resolutions
of the directors of
Purchaser as are
required to be passed to authorize the execution, delivery and
implementation of this Agreement;
(ii) satisfactory
evidence of the
satisfaction
of all conditions
precedent to the Closing hereof, and,
(iii) all documents required to be delivered by Purchaser to Seller
at
or prior to the Closing Date in connection with this Agreement.
ARTICLE IV
REPRESENTATIONS
AND WARRANTIES OF THE
