Amendment to Memorandum of Understanding between Global Earth Energy, Inc. and LB TIM Co., Ltd.
Global Earth Energy, Inc. and LB TIM Co., Ltd. have agreed to extend the closing date for a stock offering described in their earlier Memorandum of Understanding. The new closing date is April 23, 2011. This amendment reflects changes in the offering's structure, including the addition of a trustee, backup servicer, structuring agent, and placement agent, and specifies that the offering will be conducted under Regulation S. Both parties have signed this amendment to confirm the extension and updated terms.
AMENDMENT TO MEMORANDUM OF UNDERSTANDING
WHEREAS, on January 25, 2011, GLOBAL EARTH ENERGY, INC., a Nevada corporation (“Global Earth Energy”) and LB TIM CO., LTD., a South Korean corporation (“LBT”) executed that certain Memorandum of Understanding (the “MOU”), a copy of which is attached hereto as Attachment A and incorporated herein by reference for all purposes; and
WHEREAS, due to the fact that Global Earth Energy has been delayed in refining the terms of the proposed offering, the terms of which were finalized on March 22, 2011, by the inclusion of a trustee and backup servicer, structuring agent, use of proceeds, and a placement agent, which will offer the shares of preferred stock as described in the MOU on behalf of Global Earth Energy, and the change of the proposed offering to a Regulation S offering as promulgated under the Securities Act of 1933, as amended, Global Earth Energy and LBT desire to extend the time for the closing of the offering as described in the MOU;
NOW, THEREFORE, in consideration of the foregoing and the following, the parties agree to extend the closing date of the offering as described in the MOU to April 23, 2011.
IN WITNESS WHEREOF, the parties have executed this Agreement as of March 23, 2011.
GLOBAL EARTH ENERGY, INC.
By /s/ Sydney A. Harland________________
Sydney A. Harland, Chief Executive Officer
LB TIM CO., LTD.
By /s/ Seung Joon Lim ______________
Seung Joon Lim, President
Attachment:
Attachment A: Memorandum of Understanding
ATTACHMENT A
Memorandum of Understanding
