EXHIBIT 99.3
PURCHASE AGREEMENT
THIS AGREEMENT, dated as of July 23, 1999, effective as of July 1,
1999, is made by and among HARMONY HOLDINGS, INC., a company incorporated under
the laws of Delaware, whose registered office is at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxxxxxx, XX 00000 (referred to herein as "HHI"); AND XXXXX XXXX of 00
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx XX00X 0XX ("XXXX")
W I T N E S S E T H THAT:
WHEREAS, The Big End Limited ("TBE") is a private company limited by
shares incorporated in England under number 03277387 on 12th November 1996 and
changed its name from The End (London) Limited on 23rd July 1999;
WHEREAS, the authorised share capital of TBE is (pound)1,000 divided
into 1,000 ordinary shares of (pound)1 each of which 100 ordinary shares have
been issued which represent all of the issued share capital of TBE and HHI is
the sole legal and beneficial owner of all such shares of TBE;
WHEREAS, immediately prior to signature of this Agreement TBE owed a
net amount of (pound)655,000 to HHI, which sum was capitalised by the
subscription by HHI for 98 of the 100 ordinary shares referred to in the
preceding recital, following which (subject as described in Clause 3(a) there
are no sums owing by HHI to TBE nor by TBE to HHI;
WHEREAS, HHI has agreed to sell 90 shares of TBE which represent 90% of
the issued and outstanding shares of TBE to Xxxx (the "SALE SHARES") and Xxxx
has agreed to purchase the Sale Shares from HHI on the terms and conditions set
forth in this Agreement;
WHEREAS, HHI shall remain the owner of 10 shares of TBE, which
represent 10% of the issued and outstanding shares of TBE;
NOW, THEREFORE, the parties to this Agreement hereby agree as follows:
1. SALE AND PURCHASE OF THE SALE SHARES.
(a) Subject to the terms and conditions of this Agreement, HHI
agrees to sell with full title guarantee, transfer and deliver
the Sale Shares to Xxxx, free and clear of all options,
claims, charges, security interests, liens, encumbrances and
any other third party rights with effect from July 1, 1999
(the "Effective Date"), together with all rights attached or
accruing to them at that date, including any dividends or
distributions declared or paid on the Sale Shares after that
date and Xxxx agrees to purchase the Sale Shares;
(b) HHI irrevocably waives any rights of pre-emption over the Sale
Shares whether by virtue of the Articles of Association of TBE
or otherwise in respect of the sale and purchase of the Sale
Shares under this Agreement.
2. CONSIDERATION.
(a) The total consideration for the sale of the Sale Shares shall
be the payment by Xxxx to HHI of a cash consideration
of(pound)1, payable in accordance with Clause 4.
3. PRIOR TO COMPLETION.
(a) HHI undertakes to pay the remaining sums due to third parties
in respect of the recent job undertaken for Pitney Xxxxx. The
parties confirm that, subject to those payments being made,
they are each satisfied that there are no sums owing by HHI or
any of its Associates to TBE nor by TBE to HHI or any of its
Associates. In this Agreement the expression "Associate" means
any member of the same group as HHI, within the meaning of
Section 207 of the Financial Services Xxx 0000.
(b) HHI shall procure that prior to completion of this Agreement
in respect of the sale and purchase of the Sale Shares
("COMPLETION"):
(i) all guarantees or indemnities given by or binding on
TBE in respect of any liabilities or obligations
(actual or contingent) of HHI shall have been fully
and effectually released without any provision or
consideration for such release by TBE; and
(ii) TBE shall be released, without payment by or other
cost to TBE from all debts and obligations of any
kind owed or outstanding to and from all guarantees,
indemnities, mortgages and surety and security
arrangements of any kind given by TBE in favour of
HHI and all rights of subrogation arising against TBE
from HHI;
(c) HHI shall indemnify Xxxx and keep her indemnified from and
against any failure so to procure pursuant to Clause 3(b) from
any liability pending any such release pursuant to Clause
3(b).
4. COMPLETION.
The sale and purchase of the Sale Shares shall be completed immediately
following signature of this Agreement (the "COMPLETION DATE") at 0
Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX.
At Completion:
(i) HHI shall deliver to Xxxx duly executed stock
transfer forms transferring all of the Sale Shares to
Xxxx (or her nominee) together with certificate(s)
representing the Sale Shares, and all other documents
as may be required to enable Xxxx and/or her nominee
to be registered as the holder(s) of the Sale Shares
and all other documents of title to the assets of TBE
which are in the possession of HHI;
(iii) HHI and Xxxx shall enter into the Shareholder
Agreement attached hereto as Exhibit A;
(iv) HHI shall (to the extent that such items are not
already in the possession of Xxxx) deliver the
certificate of incorporation, certificate of
incorporation on change of name, the common seal, all
minute books, share registers and share certificate
books and other statutory books, cheque books and
other books and records of TBE;
(v) HHI shall procure that the current Directors and the
Secretary of TBE shall resign as Directors of TBE and
shall by delivering letters of resignation in the
form of the draft initialled by the parties for the
purpose of identification, waive any claims they may
have against TBE in such capacity and shall procure
that Xxxx and such other persons as she may nominate
shall be appointed Directors of the Company;
(vi) HHI shall procure that a meeting of the Board of
Directors of the Company is held at which the
transfers of Sale Shares referred to above shall be
approved for registration (subject only to their
being duly stamped); and
(viii) Xxxx shall pay the cash Consideration to HHI.
5. INTELLECTUAL PROPERTY.
(a) Xxxx acknowledges (on her own behalf and on behalf of TBE)
that HHI is and remains the exclusive legal and beneficial
owner of any and all Intellectual Property Rights associated
with the name "The End", including without limitation names
and logos. Xxxx undertakes (on her own behalf and on behalf of
TBE) that following Completion neither she nor TBE nor any
person connected or associated with them shall directly or
indirectly hold themselves out as connected with TE or HHI,
nor use any such Intellectual Property Rights, nor be
interested in any business which does so. In this Agreement
"TE" shall mean The End, Inc., a California Corporation.
(b) HHI acknowledges (on its own behalf and on behalf of TE) that
Xxxx is and remains the exclusive legal and beneficial owner
of any and all Intellectual Property Rights associated with
the name "The Big End", including, without limitation, names
and logos. HHI undertakes, (on its own behalf and on behalf of
TE) that following Completion, neither it nor TE nor any
person connected or associated with them shall
directly or indirectly hold themselves out as connected with
TBE, nor use any such Intellectual Property Rights, nor be
interested in any business which does so.
(c) "INTELLECTUAL PROPERTY RIGHTS" shall be defined as goodwill,
trade marks, service marks, design rights, database rights,
moral rights, rights in any know-how, copyright or designs and
other Intellectual property rights in each case whether
registered or unregistered and including applications or
rights to apply for the grant of any of the foregoing, trade
or business names, and any right or interest in any of the
foregoing having equivalent or similar effect anywhere in the
world.
(d) Notwithstanding the foregoing TBE shall be permitted to use on
an exclusive basis the name "The End (London)", including
without limitation names and logos, in the United Kingdom only
and in the same manner as it has used it hitherto, for a
period of six months immediately following Completion.
6. REPRESENTATIONS AND WARRANTIES BY HHI.
(a) HHI represents and warrants as set out in Schedule 1 to this
Agreement ("THE WARRANTIES"), and warrants that the Warranties
are true and accurate which representations and warranties
shall be deemed to have been made again at Completion by
reference to the facts then subsisting, in each case subject
to the limitations in Schedule 2 to this Agreement. HHI
acknowledges that Xxxx has entered into this Agreement on the
basis of the Warranties.
(b) Without prejudice to the right of Xxxx to claim damages on any
basis available to her or to any other right or remedy
available to her, but subject to an obligation on Xxxx to use
her reasonable endeavours to mitigate her loss, HHI shall pay
to Xxxx on demand, subject to the limitations in Schedule 2,
the higher of (i) the amount necessary to put the Company into
the position which would have existed if the Warranties had
not been breached and (ii) an amount equal to the resulting
diminution in value of the Sale Shares.
(c) HHI shall in addition pay to Xxxx all losses, costs,charges
and expenses (including legal expenses) reasonably incurred in
relation to proceedings and enforcement of proceedings in
relation to the Warranties in which Xxxx is successful.
7. REPRESENTATIONS AND WARRANTIES OF XXXX.
Acknowledging that HHI has entered into this Agreement on the basis of
Xxxx'x representations and warranties, Xxxx represents and warrants as
follows, which representations and warranties shall be deemed to have
been made again at Completion by reference to the facts then
subsisting:
(a) that Xxxx has the full right, power, authority and capacity,
and is free, without restriction, to enter into and perform
this Agreement;
(b) that Xxxx is not relying on any representations or warranties
other than those set out in Clause 5 and Schedule 1;
(c) that Xxxx is not aware that TE and/or HHI are guarantors of
any obligations of TBE; and
(d) that Xxxx is not aware of any matter which would constitute a
breach by HHI of the Warranties as at the date of this
Agreement.
Any reference to awareness of Xxxx in this Clause 7 shall mean actual awareness,
without having made any enquiry.
8. INDEMNITY.
(a) Xxxx hereby undertakes to indemnify TE and HHI and to keep
them indemnified against all or any claims (whether or not
successful, compromised or settled), actions, liabilities,
demands, proceedings or judgments brought or established
against TE or HHI in any jurisdiction by any person or body
whatsoever and against all losses, costs, charges, expenses
(including all legal fees reasonably incurred) which TE or HHI
may suffer or incur (including, but not limited to, all such
losses, costs, charges, expenses or taxes suffered or incurred
in disputing any claim, action, liability, demand or
proceedings aforesaid and/or in establishing its right to be
indemnified pursuant to this Clause 7 and/or in seeking advice
as to any claim, action, liability, demand or proceedings
aforesaid) if and to the extent in any such case it arises,
directly or indirectly, out of or is attributable to any
guarantee, indemnity or other obligation assumed by TE or HHI
in relation to TBE or any subsidiary of TBE, including without
limitation the guarantee of the lease of the premises used by
TBE;
(b) Any amount which would otherwise be payable under the
indemnity in Clause 8(a) shall be reduced by a percentage
equal to the percentage of Ordinary Shares owned by HHI on the
date on which the payment under the indemnity is due to be
made to TE or HHI.
9. ANNOUNCEMENTS. Except to the extent required by law, no announcement,
circular or other publicity relating to the any matter referred to in
this Agreement shall be made or issued by or on behalf of the parties
hereto without the prior written approval of the other, which approval
shall not be unnecessarily withheld or delayed PROVIDED that nothing in
this Clause 9 shall prevent Xxxx (or anyone on her behalf) from making
any announcement dealing with the future operation of TBE or stating
the fact of the acquisition to suppliers and customers.
10. COSTS. Each party shall pay its own legal and accountancy costs,
charges and expenses connected with the negotiation, preparation and
implementation of this Agreement and Xxxx shall pay all stamp duty on
the transfer of the Sale Shares.
11. GENERAL.
11.1 This Agreement when taken together with all exhibits and
documents referred to in it constitutes the entire agreement
and understanding among the parties with respect to all
matters herein referred to.
11.2 No variation of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the parties.
11.3 As it remains to be fulfilled this Agreement will continue in
full force and effect notwithstanding Completion.
11.4 This Agreement may be executed in one or more counterparts.
11.5 Neither this Agreement nor any provision thereof may be
changed, amended, waived, discharged or terminated orally, but
only in writing signed by the party against which enforcement
of the change, amendment, waiver, discharge or termination is
sought.
11.6 Each of the parties at the request of the other shall, (and
shall procure that any necessary third parties shall) do all
such acts and execute all such documents as the other parties
may from time to time request on or after Completion in order
to fully implement this Agreement.
11.7 A failure to exercise or delay in exercising any right, remedy
or power ("right") under this Agreement or by law does not
constitute a waiver of that right or any other right. No
single or partial exercise of any right prevents any further
exercise of it or any other right.
12. NOTICES. All notices, requests, elections, demands and other
communications given pursuant to this Agreement shall be in writing and
shall be duly given when delivered personally or by facsimile
transmission (upon receipt of confirmation) or when deposited in the
mail, certified or registered mail, postage prepaid, return receipt
requested, and shall be addressed as follows:
If to HHI:
Xx. Xxxxxxxxxxx X. Xxxx
Harmony Holdings, Inc./ The End, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
with copies to:
Xxxx Xxxxx, Esq.
Harmony Holdings, Inc./ The End, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000; and
Xxx Xxxxxx, Esq.
Faegre Benson Xxxxxx Xxxxxx
0 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile: x00 000 000 0000
(and HHI hereby appoints Faegre Benson Xxxxxx Xxxxxx as its agent for
service of proceedings in England in relation to this Agreement)
If to Xxxx:
Ms. Xxxxx Xxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxx XX0X 0XX
Facsimile: +44 207 o
with copy to:
Xxxx Xxxxxxx
Xxxxxxxxx & Xxxxx
Xxxxxxx House
00 Xxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Facsimile: x00 000 000 0000
except where receipt occurs after 5pm on a business day or on a day
other than a business day, when receipt shall be deemed to take place
at 9am on the next business day.
13. GOVERNING LAW. This Agreement shall be governed in all respects by
English law and the parties submit to the exclusive jurisdiction of the
English Courts.
14. ASSIGNABILITY. None of the parties may assign their rights or
obligations under this Agreement without the prior written consent of
the other parties.
15. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the xxxxxxxxxxxxxxx, xxxxx, xxxxxxx, successors, and assigns
of the parties hereto.
16. SEVERABILITY. The provisions of this Agreement are severable. If any
provision of this Agreement or the application thereof to any person or
circumstance is held invalid, the provision or its application shall be
modified to the extent possible to reflect the expressed intent of the
parties but in any event, invalidity shall not affect other provisions
or applications of this Agreement which can be given effect without the
invalid provision or application.
IN WITNESS WHEREOF, the parties hereto, by their properly authorized
representatives, have caused this Agreement to be executed as a Deed on the day
and date first above written.
SCHEDULE 1
THE WARRANTIES
1. ARRANGEMENTS BETWEEN THE COMPANY AND HHI ASSOCIATES
There are no contracts, arrangements or liabilities, actual or
contingent, outstanding or remaining in whole or in part to be
performed between the Company or any HHI Associate.
SHARE CAPITAL
2. COMPANY
2.1 The Sale Shares constitute the entire issued and allotted share capital
of TBE and are fully paid or credited as fully paid.
2.2 Apart from this Agreement, there is no agreement, arrangement or
commitment outstanding which calls for the allotment, issue or transfer
of, or accords to any person the right to call for the allotment, issue
or transfer of, any share or loan capital of TBE.
2.3 None of the Sale Shares were, or represents assets which were, the
subject of a transfer at an undervalue, within the meaning of sections
238 or 339 of the Insolvency Xxx 0000, within the past five years.
2.4 TBE has not at any time:
reduced its share capital;
redeemed any share capital;
purchased any of its shares;
or forfeited any of its shares.
3. SUBSIDIARIES
Neither of the Directors of TBE nor HHI have done anything to cause the
following statements to be incorrect nor are they aware of any circumstances
which would make them incorrect:
3.1 Save for its interest in Precious Films Limited, TBE does not have, nor
has it agreed to acquire, any interest in any undertaking or in the
share capital of any body corporate.
3.2 TBE does not hold nor is it liable on any share or relevant security
which is not fully paid up or which carries any liability.
3.3 TBE does not have any branch, agency, place of business or
establishment outside the United Kingdom.
CORPORATE MATTERS
4. INSOLVENCY OF TBE
4.1 So far as HHI is aware, no order has been made, no resolution has been
passed, no petition presented, no meeting convened for the winding up
of TBE or for a provisional liquidator to be appointed in respect of
TBE and TBE has not been a party to any transaction which could be
avoided in a winding up.
4.2 So far as HHI is aware, no administration order has been made and no
petition for one has been presented in respect of TBE.
4.3 So far as HHI is aware, no receiver or administrative receiver has been
appointed in respect of TBE or any of its assets.
4.4 So far as HHI is aware, the Company is not insolvent, has not failed or
is or unable to pay, or has no reasonable prospect of being able to
pay, any of its debts, as they fall due, as those expressions are
defined in section 268 of the Insolvency Xxx 0000.
4.5 So far as HHI is aware, no voluntary arrangement has been proposed
under section 1 of the Insolvency Xxx 0000 in respect of TBE and TBE
has not made or proposed any arrangement or composition with its
creditors or any class of them.
4.6 So far as HHI is aware, no unsatisfied judgment is outstanding against
TBE and no demand has been served on TBE under section 123(1)(a) of the
Insolvency Xxx 0000.
5. STATUTORY BOOKS AND DOCUMENTS FILED
5.1 The statutory books, including all registers and minute books, of TBE
have been properly kept and contain an accurate and complete record of
the matters with which those books should deal.
5.2 All documents which should have been delivered by TBE to the Registrar
of Companies are complete and accurate and have been properly so
delivered.
5.3 Since the date of the latest Accounts no resolution of the members in
general meeting, or of any class of them, has been passed other than
resolutions relating to the ordinary business of annual general
meetings.
6. EVENTS SINCE THE ACCOUNTS DATE
Since the date of the latest Accounts neither of the Directors of TBE nor HHI
have (without the knowledge of Xx Xxxx) committed TBE to have:
6.1 incurred or committed to incur:
6.1.1 material capital expenditure; or
6.1.2 any liability whether actual or contingent except for full
value or in the ordinary
course of business;
6.2 acquired or agreed to acquire:
6.2.1 any asset for a consideration higher than its market value at
the time of acquisition or otherwise than in the ordinary
course of business; or
6.2.2 any business or substantial part of it or any share or shares
in a body corporate;
6.3 disposed of or agreed to dispose of, any of its assets except in the
ordinary course of business and for full value;
6.4 repaid wholly or in part any loan except upon the due date or dates for
repayment;
6.5 issued or allotted share or loan capital, increased its authorised
share capital, purchased or redeemed any shares, reduced or reorganised
its share capital or agreed to do so; or
6.6 declared or paid any distribution of profit.
7. COMPLIANCE WITH LAW
So far as HHI is aware TBE has not committed nor is it liable for, and no claim
has been or, will be made that it has committed or is liable for, any criminal,
illegal, unlawful or unauthorised act or breach of any obligation or duty
whether imposed by or pursuant to statute, contract or otherwise.
8. LITIGATION AND DISPUTES
8.1 So far as HHI is aware, except for actions to recover any debt incurred
in the ordinary course of the business owed to the Company where each
individual debt and its costs outstanding amounts to less than
(pound)1,000:
8.1.1 neither TBE nor any person for whose acts TBE may be liable is
engaged in any litigation, arbitration, administrative or
criminal proceedings, whether as plaintiff, defendant or
otherwise;
8.1.2 no litigation, arbitration, administrative or criminal
proceedings by or against TBE or any person for whose acts it
may be liable are threatened or expected and none are pending;
and
8.1.3 there are no facts or circumstances likely to give rise to any
litigation, arbitration, administrative or criminal
proceedings against TBE or any person for whose acts it may be
liable.
8.2 So far as HHI is aware TBE is not subject to any order or judgment
given by any court or governmental or other authority, department,
board, body or agency or has not been a party to any undertaking or
assurance given to any court or governmental or other authority,
department, board, body or agency which is still in force, nor are
there any facts or circumstances likely to give rise to it becoming
subject to such an order or judgment or to be a party to any such
undertaking or assurance.
12. CHARGES AND ENCUMBRANCES OVER ASSETS
12.1 No option, right to acquire, mortgage, charge, pledge, lien (other than
a lien arising by operation of law in the ordinary course of trading)
or other form of security or encumbrance or equity on, over or
affecting the shares of TBE is outstanding and, apart from this
Agreement, there is no agreement or commitment to give or create any of
them and no claim has been made by person to be entitled to any of
them.
12.2 Neither of the Directors of TBE nor HHI have received notice from any
person intimating that it will enforce any security which it may hold
over any asset of TBE, and there are no circumstances likely to give
rise to such a notice.
13. CAPACITY OF HHI
13.1 HHI is a corporation organized and existing in good standing under the
laws of the State of Delaware with full power and authority to enter
into this Agreement to which it is a party and enter into and complete
the transactions contemplated herein and therein.
13.2 All required corporate action has been duly and validly taken by HHI to
make and carry out this Agreement and the transactions contemplated
herein.
13.3 This Agreement constitutes the valid and binding obligation of HHI
enforceable in accordance with its terms; the execution of this
Agreement and the completion of the transactions herein involved will
not result in the violation of any order, license, permit, rule,
judgment or decree to which HHI is subject or the breach of any
contract, agreement or other commitment to which HHI is a party or by
which it or its properties is bound or conflict with or violate any
provision of HHI's Articles of Incorporation, By-Laws, or other
organizational documents.
SCHEDULE 2
LIMITATIONS ON THE WARRANTIES
The liability of HHI in respect of the Warranties shall be limited as follows:
1.1 the maximum aggregate liability of HHI under the Warranties shall be an
amount equal to the lesser of (pound)500,000 and the fair value of the
Option Shares (as defined in the Shareholder Agreement attached hereto
as exhibit A) as at the date on which the claim is to be satisfied,
such fair value to be determined by the auditors of the Company ("the
Auditors") as between a willing seller and a willing buyer contracting
on arm's length terms, valuing the Company as a whole and not taking
into account the fact that the Option Shares represent a minority
shareholding.
1.2 For the purpose of ascertaining the fair value the Auditors shall be
deemed to be acting as experts and not as arbitrators and accordingly
the Arbitration Xxx 0000 and any statutory modification or re-enactment
thereof for the time being in force shall not apply. If either HHI or
Xxxx disagrees with the Auditors' determination of the fair value, the
person concerned may within 14 days of being notified of the fair value
elect that the fair value shall be determined (on the basis specified
above) by an independent firm of Chartered Accountants to be nominated
(in default of agreement between HHI and Xxxx) by the President for the
time being of the Institute of Chartered Accountants in England and
Wales. In the event of any difference between the fair value as
determined by the Auditors and such independent Accountants (who shall
be deemed to be acting as experts and not as arbitrators) the price
determined by the independent Accountants shall prevail and shall be
the fair value.
1.3 HHI shall be entitled to settle any liability it may have under the
Warranties by transferring to the Company or Xxxx such number of Option
Shares as shall have a fair value equivalent to the value of the
liability and shall once it has transferred all the Option Shares to
the Company or Xxxx (whether pursuant to this Agreement or otherwise)
extinguish all such liabilities entirely.
1.4 HHI shall not be liable in respect of the Warranties unless the amount
of all claims in respect of which Xxxx would but for this paragraph be
entitled to recover, whether made on the same occasion or previously,
is equal to or exceeds (pound)10,000 in which event the whole amount
shall be payable and not just the excess (subject to the other
limitations in this Schedule).
1.5 the liability of the HHI under the Warranties shall terminate on the
second anniversary of Completion except in respect of any claim of
which notice in writing setting out reasonable details thereof is given
to HHI on or before that date;
1.6 HHI shall not be liable in respect of any claim under the Warranties to
the extent that the subject of the claim has been made good or is
otherwise compensated for without cost to Xxxx.
1.7 Xxxx shall, as soon as reasonably practicable after establishing that
in her opinion a Warranty Claim exists, give notice in writing to HHI
of such Warranty Claim and no Warranty Claim shall be deemed to have
been made unless notice of such claim was made in writing to HHI
specifying in reasonable detail the event of default to which the claim
relates, the nature of the breach and if practicable, Xxxx'x then
estimate of the amount claimed.
1.8 Xxxx shall, and shall procure that the Company takes such action to
avoid, dispute, resist, appeal, compromise or contest the liability as
may be reasonably requested by HHI provided that such action is not, in
the reasonable opinion of Xxxx, likely to materially affect adversely
the operations or profitability of the Company;
1.9 Any reference to awareness of HHI in the Warranties shall mean actual
awareness, without having made any enquiry.
EXECUTED AS A DEED by
HARMONY HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxx
--------------------------------- ---------------------------------
Its: CEO/President Its: General Counsel/Secretary
--------------------------------- ---------------------------------
EXECUTED AS A DEED by XXXXX XXXX
in the presence of:
