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Exhibit 2.1
Joint
Venture Agreement
THIS
JOINT VENTURE AGREEMENT (the "Agreement"), made and entered
into as of this 12th day of May, 2008 (“Effective
Date”), by and between ICE Conversions, Inc. ("ICE"), a
California corporation domiciled at 22525 Pacific Coast
Highway, Suite 101, Malibu, CA 90265 and DSE Fishman, Inc.
("DSE"), a Nevada corporation domiciled at 300 S. Harbor
Boulevard, Suite 500, Anaheim, CA 92805, and Lawrence Weisdorn
(“Weisdorn”), residing at 23146 Mariposa de Oro
St., Malibu, CA 90265 (ICE and DSE are collectively referred
to herein as “Corporate Parties” ).
ARTICLE
I
GENERAL
PROVISIONS
1.01
Business Purpose. The business of the joint venture between
the Corporate Parties (“Joint Venture”) shall be
as follows:
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a)
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To
develop and build high performance cars and/or heavy duty class 7
or 8 trucks powered by ICE’s proprietary hydrogen drive train
(“Manufacturing Business”).
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b)
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To
market and sell the products produced by the Manufacturing Business
("Marketing Business”).
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c)
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To
own and operate hydrogen fueling stations in and around the Port of
Long Beach, CA, for the class 7 or 8 trucks (“Hydrogen
Stations”).
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d)
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The
Joint Venture shall be named Force Fuels, CA.
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e)
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The
Joint Venture shall be formed as a California limited liability
company electing to be taxed as a Joint Venture and governed by an
operating agreement on the terms contemplated herein.
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1.02
Term of the Agreement. This Joint Venture shall commence on
the Effective Date and shall continue in existence until
terminated, liquidated, or dissolved by law or as hereinafter
provided.
ARTICLE
II
GENERAL
DEFINITIONS
The
following comprise the general definitions of terms utilized
in this Agreement:
2.01
Affiliate. An Affiliate of an entity is a person that,
directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control of,
such entity.
2.02
Capital Contribution(s). The capital contribution to the Joint
Venture actually made by the Corporate Parties, including
property, cash and any additional capital contributions
made.
2.03
Profits and Losses. Any income or loss of the Joint Venture
for federal income tax purposes determined by the Joint
Venture’s fiscal year, including, without limitation,
each item of Joint Venture income, gain, loss or
deduction.
ARTICLE
III
CONTRIBUTIONS
TO THE JOINT VENTURE
3.01
ICE shall contribute to the Joint Venture an irrevocable,
perpetual, non-exclusive, royalty-free license to use,
manufacture and exploit for purposes of the business described
in Article I all technology, know-how, designs, algorithms and
proprietary information of ICE.
3.02
ICE shall contribute the Hummer prototype, the Cheetah
prototype and the Freightliner prototype and all related
equipment, parts and supplies to the Joint
Venture. The Joint Venture shall reimburse ICE for
direct costs of all such assets transferred.
3.03
DSE shall provide non-debt funding for the Joint Venture in
the minimum following increments: a minimum of $500,000 within
90 days of the Effective Date of this Agreement, and an
additional minimum of $1,000,000 within 180 days of the
Effective Date of this Agreement, an additional minimum
$3,500,000 within 1 year of the Effective Date of this
Agreement.
ARTICLE
IV
ALLOCATIONS
4.01
Profits and Losses. Commencing on the date hereof and ending
on the termination of the business of the Joint Venture, all
profits, losses, distributions and other allocations of the
Joint Venture shall be allocated as follows:
ARTICLE
V
RIGHTS
AND DUTIES OF THE JOINT VENTURERS
5.01
Business of the Joint Venture as it relates to ICE. ICE shall
have full, exclusive and complete authority and discretion in
the management and control of the Manufacturing Business
and/or in the operation of the Hydrogen Stations for the
purposes herein stated and shall make all decisions affecting
the Manufacturing Business and/or the operations of the
Hydrogen Stations of the Joint Venture. As such, any action
taken shall constitute the act of, and serve to bind, the
Joint Venture. ICE shall manage and control the affairs of the
Joint Venture to the best of its ability and shall use its
best efforts to carry out the Manufacturing Business and/or
operations of the Hydrogen Stations of the Joint
Venture.
5.02
In consideration for entering in to this Agreement and upon
signing of this Agreement, DSE shall issue to ICE and Weisdorn
4,000,000 shares of DSE's common stock (of which 1,500,000
will be issued directly to ICE, and 2,500,000 will be issued
directly to Weisdorn pursuant to paragraph 10.01). ICE and
Weisdorn acknowledge that (i) the shares are not registered
under the Securities Act of 1933 and are not qualified under
any state securities laws, (ii) the shares may not be resold
or distributed absent such registration and qualification or
the availability of an applicable exemption from such
requirements. ICE and Weisdorn represents and warrants that
they are acquiring such shares for investment and not with the
intention of reselling or distributing such
shares.
5.03
DSE shall not participate in or have any control over the
Manufacturing Business and/or the operations of the Hydrogen
Stations, nor shall it have any authority or right to act for
or bind the Joint Venture for any aspects of the Manufacturing
Business and/or the Hydrogen Stations.
5.04
ICE hereby irrevocably transfers the ownership of the domain
name www.forcefuels.com and the right to use the name Force
Fuels, Inc. to DSE.
5.05
Business of the Joint Venture as it relates to DSE. DSE shall
have full, exclusive and complete authority and discretion in
the management and control of the Marketing Business of the
Joint Venture for the purposes herein stated and shall make
all decisions affecting the Marketing Business of the Joint
Venture. As such, any action taken shall consti
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