Mobilestream Liquidating Trust

PLAN AND AGREEMENT OF REORGANIZATION
UNDER I.R.C. SS.368(a)(1)(D)


GLOBAL RESOURCE CORPORATION


AND


MOBILESTREAM OIL CORPORATION


THIS PLAN AND AGREEMENT OF REORGANIZATION, dated this 28th day of November, 2006, made by and between:


GLOBAL RESOURCE CORPORATION,, a Nevada corporation having its principal business office located at Bloomfield Business Park, 408 Bloomfield Drive, Unit 3, West Berlin, New Jersey 08091 (hereinafter referred to as "Buyer");


AND


MOBILESTREAM OIL CORPORATION (hereinafter referred to as "Seller"), a Delaware corporation having its principal business office located at Bloomfield Business Park, 408 Bloomfield Drive, Units 1 & 2, West Berlin, New Jersey 08091 (hereinafter "Seller"): WITNESSETH THAT:


WHEREAS, Seller desires to transfer to Buyer at the Closing (as hereinafter defined), and Buyer desires to acquire from Seller at the Closing, substantially all of Seller's assets, as more fully described herein, upon and subject to the terms and conditions contained in this Agreement; and


WHEREAS, it is intended by the parties that the transaction qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code") and that for accounting purposes it is intended that the transaction be treated as a "purchase";


NOW, THEREFORE, intending to be legally bound, and in consideration of the foregoing recitals and the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:


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ARTICLE I
DEFINITIONS


Definitions. In addition to the terms defined elsewhere in this Agreement, when used in this Agreement the following capitalized terms shall have the meanings indicated:


"Act of Bankruptcy" when used in reference to any Person, shall mean the occurrence of any of the following with respect to such Person: (a) such Person shall have made an assignment of all or substantially all of its assets for the benefit of his or its creditors; (b) such Person shall have filed a voluntary petition in bankruptcy; (c) such Person shall have been adjudicated bankrupt or insolvent; (d) such Person shall have filed any petition or answer seeking for himself or itself any reorganization, liquidation, dissolution or similar relief, (e) such Person shall have sought or consented to, or acquiesced in, the appointment of any trustee, receiver, or liquidator of such Person of all or substantially all of the properties of such Person; or (f) sixty (60) days shall have elapsed after the commencement of an action against such Person seeking reorganization, arrangement liquidation, dissolution or similar relief without such action having been dismissed.


"Affiliate" when used in reference to any Person, shall mean any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person in question.


"Applicable Law(s)" shall mean any applicable federal, state, local or foreign law, ordinance, order, regulation, rule or requirement of any governmental or quasi-governmental agency, instrumentality, board, commission, bureau or other authority having jurisdiction.


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"Assets" shall mean (i) all right, title and interest of Seller in and to the assets, real property, personal property, equipment, intellectual property, software and other property of Seller set forth on Exhibit 1 attached hereto, (ii) all transferable net operating losses, capitalized expenses and research and development costs of Seller which may benefit the Buyer, and (iii) cash and/or cash equivalents in an amount equal to all cash on hand/on deposit, less only an amount not to exceed $10,000 to be used to pay liabilities unpaid as of Closing and not being assumed by the Buyer.


"Material Adverse Effect" shall mean any material adverse change or any development involving a prospective material adverse change in or affecting the general affairs, business, prospects, management, financial position, stockholders' equity or results of operations of a Person, taken as a whole.


"Person" shall mean any individual, corporation, partnership, joint venture, limited liability company, unincorporated association, trust or other legal entity.


"Tax Returns" shall mean all federal, state, local and foreign tax returns and reports, including by way of illustration and not of limitation, income tax returns, payroll tax returns, unemployment tax returns, sales and use tax returns, wage tax returns, withholding tax returns and franchise tax returns.


ARTICLE II
SALE AND TRANSFER OF ASSETS AND ASSUMPTION OF CERTAIN LIABILITES


2.1 Transfer of Assets. Except as otherwise herein expressly set forth, Seller hereby agrees that at the Closing provided for in Section 4.1 hereof (the "Closing"), Seller shall sell, assign, transfer, convey and deliver to Buyer all of Seller's right, title and interest in and to the Assets. Seller represents that the Assets, as set forth on Exhibit 1, are substantially all of the assets of Seller.


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2.2 Excluded Assets. Seller and Buyer understand and agree that the sale, assignment, transfer, conveyance and delivery specified in Section 2.1 hereof shall not include any assets, rights or property of Seller other than those expressly included in the definition of Assets. Seller represents that any assets not set forth on Exhibit 1 are immaterial and DI MINIMUS and that Buyer is acquiring substantially all of the assets of Seller.


2.3 Assumed Obligations. Buyer agrees that at the Closing, Buyer shall assume only those specific contracts, agreements, leases, covenants, obligations and liabilities on the list attached hereto as Exhibit 2 (collectively, the "Assumed Liabilities"). As of the Closing Date, Seller, as soon as reasonably practicable thereafter, will terminate any and all of Seller's other (non- assumed) contracts, leases, licenses and agreements and Seller, shall remain liable for any and all of its liabilities or encumbrances not specifically assumed by Buyer pursuant to this Section 2.3, including but not limited to:


(a) liens and encumbrances to which the Assets are subject, or would have been subject to, immediately prior to Closing;


(b) any liability or obligation relating to taxes of Seller, including any interest or penalties related thereto;


(c) any warranty or performance liability claims relating to the assets which arose prior to the Closing; and


(d) any liability or obligation of the Seller, absolute or contingent, known or unknown not expressly agreed to be assumed pursuant to this Agreement.


ARTICLE III
CONSIDERATION


3.1 Assumption of Certain Liabilities and Issuance of Security Units. In full and complete payment for the Assets, Buyer agrees to (i) assume the Assumed Liabilities pursuant to Section 2.3 hereof, (ii) issue to the Seller, for ultimate distribution to the holders of the Seller's Common Stock, Eleven Million, One Hundred Forty-five Thousand, One Hundred Twenty-five (11,145,225)


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shares of the Buyer's Common Stock (iii) issue to the Seller, for ultimate distribution to the holders of the Seller's 2006 Series of Convertible Preferred Stock, Seventy Million, Four Hundred Seventy-two Thousand, Three Hundred Seventy-six (70,472,376) and (iv) issue to the Seller approximately Twenty-Seven Million, Two Hundred Five Thousand, Eight Hundred Sixty-seven Common Stock Purchase Warrants to be distributed at the rate of one Warrant for each three shares of Common or Preferred Stock, to be called the Mobilestream Warrants, which Warrants shall have an initial exercise price, subject to reduction by the Buyer's Board of Directors from time to time and at any time, of Four Dollars and Seventy-Five Cents ($4.75), which Warrants shall not be exercisable until and unless there is an effective Registration Statement under the Securities Act of 1933 for the underlying shares of Common Stock and which Warrants shall have a term ending on December 31, 2007. The Buyer's Common Stock, 2006 Series of Convertible Preferred Stock, and Common Stock Purchase Warrants shall be issued in the name of and paid to Seller.


3.2 INVESTMENT REPRESENTATIONS. Seller acknowledges, agrees and represents that:


(a) It has been advised that none of the shares of Buyer's Common Stock, none of the shares of Buyer's 2006 Series of Convertible Preferred Stock, and none of the Buyer's Common Stock Purchase Warrants being acquired by it hereunder have been registered under the Securities Act of 1933 (the "1933 Act").


(b) All of the securities of Buyer being acquired hereunder are being, and will be, acquired and held for investment, not for resale or distribution to the public and not for the purpose of effecting or causing to be effected a public offering of such securities and, further, that none of such securities will be sold, transferred, assigned or disposed of except to a liquidating trust for the benefit of Seller's shareholders, in accordance with the 1933 Act and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder.


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(c) It has been advised and is aware of the fact, that by reason of the foregoing investment representations and restrictions upon transfer: (i) the shares of the Buyer's Common Stock, the shares of the Buyer's 2006 Series of Convertible Preferred Stock, and the Buyer's Common Stock Purchase Warrants must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption from such registration is available; (ii) if Rule 144 of the Rules and Regulations promulgated by the SEC is applicable to any future routine sales of any such securities, such sales can be made only in limited amounts in accordance with the terms and conditions of that Rule; (iii) in the case of securities to which that Rule is not applicable, compliance with some applicable disclosure exemption, if any be available, will be required; (iv) all of the certificates for the shares of Buyer's Common Stock and its Common Stock Purchase Warrants will bear a legend restricting transfer thereof; and (v) the Transfer Agent of Buyer's Common Stock will be given "stop-transfer" instructions so as to prevent any illegal transfer of such shares or warrants.


(d) It has relied only and exclusively upon its own investigation into Buyer and its financial condition for purposes of deciding to enter into and close this Agreement and to accept shares of Buyer's Common Stock and 2006 Series of Convertible Preferred Stock and Common Stock Purchase Warrants in exchange for its Assets. It has not relied upon any oral or written representation made by Buyer or any of its officers or directors or representatives of Buyer and that no representation, or statements shall survive the Closing with the sole exception of the representations and warranties contained in this Agreement.


(e) It has received the audited financial statements of the Buyer for the periods ended March 31, 2005 and March 31, 2006, as well as the Buyer's 10-KSB for the fiscal year ended March 31, 2006 and the Buyer's 10-QSB for the fiscal quarter ended September 30, 2006, and Buyer's 8-K for September 22, 2006, and has had full opportunity to review and inspect all books and records of Buyer.


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3.3 Liquidation of Seller; Liquidating Trust. Seller acknowledges awareness that (i) following the transfer of the Assets it is required by the Code to dissolve and in connection therewith to distribute the Buyer's securities to its shareholders, (ii) the securities being issued have not been registered with the Securities and Exchange Commission and cannot be distributed without either an effective registration statement or an eligible exemption from such registration, and (iii) it must use a liquidating trust to hold the Buyer's securities for the benefit of its shareholders, pending the ability to make a legal distribution thereof. Seller agrees to establish such a liquidating trust for the benefit of its shareholders and to transfer the Common Stock and Common Stock Purchase Warrants to such trust pending compliance by Buyer with Securities and Exchange Commission requirements for their distribution.


3.4 Piggy-back Registration Rights. If, during a period of twelve (12) months following Closing, Buyer shall file a registration statement under the Securities Act of 1933 with the Securities and Exchange Commission, it shall give at least thirty (30) days prior notice of such filing to the trustees of the liquidating trust. If the trustees so elect, and give written notice to Buyer within five (5) business days after notice from Buyer, Buyer shall include such shares of its C ommon Stock, its 2006 Series of Convertible Preferred Stock, its Common Stock Purchase Warrants, and the Common Stock underlying the Warrants in the registration statement as the trustees shal ...