ex410.htm


    Exhibit 4.10

     

    


    To:

     

    Geo
Genesis Group, Limited 

     

    Ajeltake
Road

    Ajeltake
Island

    Majuro

    MH
96960

    Republic
of the Marshall Islands

     

    and

     

    Orange
Corporate Finance Limited 10 Orange Street

    Haymarket

    London
WC2H 7DQ

     

    ______February
2008

     

    Dear
Sirs

     

    Geo
Genesis Group, Limited (the "Company")

     

    
      	
              1.

            	
              I/We
      refer to the application for the admission of the whole of the Company's
      issued and to be issued share capital to trading on the PLUS market of
      PLUS Markets plc ("Admission")
      and the admission document ("Admission
      Document") proposed to be issued in connection
      therewith.

            


    

     

    
      	
              2.  

            	
              I/We
      hereby irrevocably undertake to each of the Company and Orange Corporate
      Finance Limited ("Orange")
      that for a period of 12 months from Admission (the "First
      Anniversary") Uwe will not sell, transfer, grant any option over or
      otherwise dispose of (or agree to dispose of) the legal, beneficial or any
      other interest in any shares or other securities issued by the Company or
      rights arising from or attached to any such shares or other securities in
      the Company held by me/us howsoever arising ("Interest")
      without the prior written consent of PLUS Markets plc (as required
      under the PLUS Rules for Issuers as shall be in force from time to
      time).

            


    

     

    
      	
              3.  

            	
              Without
      prejudice to the restriction contained above, 1/we hereby further
      undertake to each of Orange and the Company not to dispose of, or agree to
      dispose of, any Interest for the period of 12 months from the date of the
      First Anniversary unless (i) I/we shall have first consulted with and
      obtained the written consent, such consent not to be unreasonably
      withheld, of Orange (or the Company's PLUS Corporate Adviser at that time,
      if Orange is no longer so appointed (a "Subsequent
      PLUS Corporate Adviser")) in relation to any such disposal or
      agreement, and (ii) such disposal is effected through a broking firm (the
      "Broker")
      as shall be nominated by Orange (or a Subsequent PLUS Corporate
      Adviser) on Admission or at any time thereafter, in such manner as Orange
      (or a Subsequent PLUS Corporate Adviser) may reasonably require with a
      view to the maintenance of an orderly market in the securities of the
      Company, provided always that the fees and commissions to be imposed by
      the Broker in respect of any such disposal are competitive with those
      offered by other brokers.

            


    

     

    
      
        	
                4.  

              	The restrictions set out in paragraphs 2 and 3 above
      shall not apply to:


      

       

    

    
      
        	
                (a)  

              	

                any
      disposal pursuant to acceptance of a general, partial or tender offer (as
      defined in each case in the City Code on Takeovers and Mergers) made to
      acquire the whole or a part of the issued share capital of the Company
      (other than any shares already held by the offeror or persons acting in
      concert with the offeror); or

              


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              (b)  

            	
              any
      disposal made pursuant to an intervening court order;
  or

            


    

     

    
      	
              (c)  

            	
              any
      disposal made in the event of my death/the death of a beneficiary for whom
      we hold our shares on trust, where such beneficiary was, at the date of
      Admission, a director of the Company;
or

            


    

     

    
      
        	
                (d)  

              	

                to
      meet a pressing financial commitment where other funds are not reasonably
      available.

              


      

       

    

     

    
    

    
      	
              5.  

            	
              I/We
      understand and acknowledge that particulars of this undertaking will be
      contained in the Admission Document and I/we hereby consent to the issue
      of the Admission Document containing such
  particulars.

            


    

     

    
      	
              6.  

            	
              Time
      shall be of the essence in this
undertaking.

            


    

     

    
      
        	
                7.  

              	This Deed, and any dispute arising under or in connection
      with this Deed shall be governed by, and construed in accordance with,
      English law and the parties hereby submit to the exclusive jurisdiction of
      the courts of England and Wales.


      

       

    

     

    
    

     

    
      	EXECUTED and DELIVERED
      as a deed
      by              
      )	 	 	 
	                                                                                         
      )	 	 	 


    

     

    in the
presence of

     

    Witness
signature: Witness name:

     

    Address:

     

    Occupation: