Term Sheet for Merger and Investment Among Satellite Organizing Solutions, Inc., Bravera, Inc., Infinity Capital Group, Inc., and Liberty Growth Fund LP

Summary

This term sheet outlines the proposed merger between Satellite Organizing Solutions, Inc. (SOZG) and Bravera, Inc., with SOZG as the surviving company. Infinity Capital Group, Inc. and Liberty Growth Fund LP will make parallel equity investments in SOZG, with Liberty acquiring SOZG shares from Infinity and providing additional capital. Bravera shareholders will receive SOZG shares and cash. The agreement includes detailed payment plans, share allocations, and conditions such as due diligence, execution of definitive agreements, and changes in SOZG’s management. The merger is targeted to close by December 1, 2006, with a possible 30-day extension.

EX-10.1 2 ex101.txt EXHIBIT 10.1 INFINITY CAPITAL GROUP, INC. Private Equity Investments - M&A 80 Broad Street 5th Floor New York, New York 10004 ================================================================================ Phone ###-###-#### Fax ###-###-#### SPA & MERGER & INVESTMENT TERM SHEET This term sheet dated November 7, 2006 ("Term Sheet") summarizes the basic terms and conditions on which Satellite Organizing Solutions, Inc. (Pink Sheets: SOZG), a Portfolio Company of Infinity Capital Group, Inc. ("Infinity"), proposes to merge with Bravera, Inc ("Bravera")., and summarizes the basic terms and conditions on which Infinity will make a parallel equity investment along with the Liberty Growth Fund LP and its co-investors, partners, principals and affiliates (collectively, "Liberty") subject to the contingencies described below. This Term Sheet is contingent on all these terms being satisfied shall expire on Tuesday, November 14, 2006 at 11:00 A.M. LIBERTY - INFINITY SPA FOR SOZG RESTRICTED SHARES Liberty shall acquire 1,000,000 of Satellite Organizing Solutions, Inc.'s ("SOZG") Restricted Shares from Infinity for cash consideration in accordance with the following Payment Plan for Infinity's SOZG Restricted Shares. At Closing and thereafter, Liberty shall have the option to convert such Restricted Shares to an equivalent number of Preferred Shares (by returning all or a portion of such Restricted Shares to SOZG'S Treasury and having SOZG'S re-issue Preferred Shares to Liberty). LIBERTY PAYMENT OF SHELL EXPENSE FEE TO INFINITY Liberty agrees to provide Infinity with a payment of $10,000 which shall be applied towards Infinity's expenses related to the transaction and paid according to: MILESTONE AMOUNT -------------------------------------------------- Completion of SOZG DD $ 5,000 At Closing $ 5,000 ------- TOTAL $10,000 LIBERTY PAYMENT PLAN FOR INFINITY'S SOZG RESTRICTED SHARES Liberty shall pay Infinity cash consideration of $110,000, at Closing, for 1,000,000 of Infinity's SOZG Restricted Shares. LIBERTY SPA FOR SOZG PREFERRED SHARES Liberty shall acquire newly issued Preferred Shares from SOZG, in accordance with the Price Formula or Share Calculation, as applicable, for cash consideration, in accordance with the following Payment Plan for SOZG Preferred Shares. At any time after Closing, Liberty shall have the right, subject to certain Beneficial Ownership Restrictions, to convert such Preferred Shares into an equivalent number of Common Shares. LIBERTY PAYMENT PLAN FOR SOZG PREFERRED SHARES Liberty and 3rd Party Debt sources shall provide up to $7.8MM of Capital Funding to SOZG. SOZG will employ these Funds as follows: 1) $7MM shall be paid to the Shareholders of Bravera as outlined herein 2) 500,000 shall be invested in Bravera as Working Capital 3) Repay up to $300,000 of Bravera's current debt BRAVERA & SOZG SUBSIDIARY MERGER Structured between a wholly owned subsidiary of SOZG and Bravera, with SOZG, as the surviving parent company, obtaining at Closing 100% of Bravera's issued and outstanding equity and 100% of Bravera's related Party Intellectual Property. BRAVERA & SOZG SUBSIDIARY MERGER TRANSACTION Bravera's shareholders will receive at Closing (a) newly issued Common Shares from SOZG, equal to no less than 30% of SOZG's Total Shares Outstanding ("TSO"), calculated in accordance with the Price Formula or Share Calculation, as applicable, and (b) $7MM in cash consideration. SOZG PRE-CLOSING CAP TABLE Infinity-Restricted Shares 2,500,000 { 71.28%} SOZG FLOAT 1,007,250 { 28.72%} -------------------- TOTAL 3,507,250 {100.00%} Note: "{}" signifies the percentage of the TOTAL SOZG SHARE PRICE $0.10 per share as of 10/6/06 AT CLOSING ALLOCATION OF SOZG'S SHARE PRICE FORMULA [ASSUMING A SOZG SHARE PRICE < $0.50] ("price formula") the following capital table formula shall apply in the event the sozg share price at closing ("sp @ closing") is less than $0.50 per share. fixed component of the formula: restricted shares: infinity 1,500,000 {a%} liberty-purchased from infinity 1,000,000{b%} sozg float: public 1,007,250 {c%} variable component of the formula: newly issued common shares: bravera 30% x total {e%} newly issued preferred shares: liberty (100%-(a%+b%+c%+e%+g%+ h%)) x total infinity-investment liberty x 500/4,250 {g%} infinity-makeup total x (3.5%-a%) {h%} ------------------------ total 20,007,250/sp @ closing AT CLOSING ALLOCATION OF SOZG SHARES CALCULATION [ASSUMING A SOZG SHARE PRICE > $0.50] ("SHARE CALCULATION") The following Capital Table shall apply in the event the SOZG SP @ Closing equals or exceeds $0.50 per share. Restricted Shares: Infinity 1,500,000 {3.75%} Liberty-Purchased from Infinity 1,000,000 {2.50%} SOZG FLOAT: Public 1,007,250 {2.51%} Newly Issued Common Shares: Bravera 12,000,000 {30.00%} Newly Issued Preferred Shares: Liberty 21,617,647 {54.04%} Infinity-Investment 2,882,353 {7.76%} Infinity-Makeup 0 {0.00%} ---------------------- TOTAL 40,007,250{100.00%} WARRANTS ISSUED TO LIBERTY $6,000,000/SP @ Closing, priced at 2 x SP @ Closing $8,000,000/SP @ Closing, priced at 4 x SP @ Closing $12,000,000/SP @ Closing, priced at 6 x SP @ Closing And, 10% warrant coverage on total commited Capital amount INFINITY- PARALLEL INVESTMENT AND PREFERRED STOCK PURCHASE FROM LIBERTY At the Closing of the Bravera merger transaction, INFINITY will purchase shares of SOZG Preferred Stock from Liberty (with the conveyance of all rights and restrictions therein, including convertibility into common stock and pro-rata distribution of Warrants Issued to Liberty) per the applicable Allocation of SOZG Shares Calculation for cash consideration of $500,000 MERGER CLOSING DATE: The parties shall use their best efforts to close the Merger on or before December 1, 2006, and shall have the right to extend the closing for up to 30 days, if necessary to complete the conditions of closing (the "Closing Date"). The completion of the merger shall be subject to satisfactory completion of due diligence by SOZG and Infinity. CONTINGENCIES & FINAL DOCUMENTS: Closing shall be contingent on all of the following: (a) Completion of reasonable due diligence by all parties; Parties to submit due diligence material pursuant to a checklist submitted after signing of this term sheet, to be returned no later than ten (10) business days from the date of signing of this term sheet. Bravera shall grant Infinity and SOZG complete access to it's books and records, including access to customers, suppliers, and key employees. (b) Execution of a definitive merger agreements signed by the parties, containing customary representations and warranties and other terms as the parties may agree. (c) The divestiture of SOZG's current business operations. (d) The resignation of all SOZG's officers and directors. (e) No significant adverse changes in relationships as described with customers, suppliers, and management. (f) Satisfaction of the terms and conditions set forth in that certain term sheet dated September 1, 2006 by and between Bravera and Liberty. Infinity warrants that there will be minimal assets and liabilities of less than $5,000 (direct or contingent) in SOZG at the closing, nor will there be any warrants, options or other interests in SOZG other than the 3,507,250 common shares identified as part of this agreement. Infinity will indemnify Bravera for any breach of the representations made by SOZG in the merger agreement. NAME: The name of SOZG post merger will be changed to Bravera, Inc. The merger details shall be determined by counsel for the parties in the Definitive Merger Agreement to maximize both tax and legal structure. REGISTERED SHARES: The Company's Counsel will prepare a 10-SB for SOZG 30 business days following the closing of the equity Investment. The Company's Counsel will also prepare a Registration Statement (SB-2) for the underlying common shares associated with the Warrant and Preferred Shares. The Registration Statement shall be filed no later than 10business days from the date the 10-SB becomes effective. The holders of common stock shall have one vote for each share. VOTING RIGHTS: The holders of common stock shall have one vote for each share. REGISTRATION RIGHTS: The common shares underlying the Preferred Shares and the Warrantsand Infinity's Restricted Shares, shall be registered in the Company's Registration Statement. LOCK-UP PERIOD Infinity shall enter into a lock-up agreement with Liberty in which it shall agree not to sell any of its Preferred Shares, and Restricted Shares until the 1st year anniversary of the Closing and thereafter until the 2nd year anniversary of the Closing shall sell either (i) into the public market no more than 1% of the average daily volume or (ii) to an institution which Liberty shall agree to, such agreement not to be unreasonably withheld. The Lock-up agreement shall include a tagalong provision. In the event that Liberty shall sell all or a portion of its Preferred Shares, Infinity shall have the right but not obligation to sell Preferred Shares on a pro-rata basis. SALE OF INFINITY PREFERRED SHARES TO LIBERTY DURING LOCK-UP PERIOD In the even that Infinity wishes to sell a small percentage of its Preferred Shares during the Lock-Up Period, Liberty agrees to purchase such shares upon mutually agreeable terms and conditions BOARD REPRESENTATION: The Preferred Shares shall have no Board Representation RELEASE F INFORMATION Upon mutual agreement of Liberty, Infinity, Bravera and their respective legal counsel, SOZG shall issue Press Releases associated with this pending transaction. EXCLUSIVITY: The signing of this term sheet by both parties shall constitute a legally binding Letter of Intent, subject to completion of satisfactory due diligence by the parties at their sole discretion, and shall be in effect for a period of 60 days. INFINITY CAPITAL GROUP, INC. LIBERTY GROWTH FUND LP By:/s/Gregory H. Laborde By:/s/Philip Seifert Title: President Title: General Partner SATELLITE ORGANIZING SOLUTIONS, INC. BRAVERA, INC. By:/s/Gregory H. Laborde By:/s/Chris Watson Title: President Title: President & CEO