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EXHIBIT 10.4
June 28, 2000
Industrialex Manufacturing Corp.
00-X X. Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Dear Sirs:
Re: Engagement Agreement -
Bolder Venture Partners ("BVP") and Industrialex Manufacturing Corp.
("Industrialex")
We write further to the December 28, 1999 agreement (the "Engagement Agreement")
made between BVP and Industrialex and to record the following amendment to that
agreement. Specifically, paragraph 3 of the Engagement Agreement shall be
deleted in its entirety and replaced with the following:
"3. In partial consideration of BVP's services, Industrialex will issue BVP
warrants (the "Warrants") to purchase 960,000 shares exercisable for a
period of five years from the date hereof, which will vest in three
tranches, subject to performance by BVP, as follows:
o 400,000 of the Warrants will be exercisable upon execution by
Industrialex of this Agreement, at a price of US$0.25 per share;
o 360,000 of the Warrants will be exercisable upon completion of the
Initial Placement, at a price per share equal to the private placement
price (estimated to be US$1.00 per share);
o 200,000 of the Warrants will be exercisable upon completion of the
IPO, at a price per Share equal to the IPO price (estimated to be
US$1.00 per share);
The Warrants and any shares issued upon their exercise will have the
customary anti-dilution protection and demand and piggback registration
rights, which will be set out in the Warrant certificates. If all of the
Shares of Industrialex are purchased by a third party, unaffiliated to
Industrialex, its shareholders, officers or directors, prior to the vesting
of all of the Warrants in accordance with the foregoing schedule, BVP will
have no entitlement to exercise any Warrants which have not vested at the
time of completion of that transaction."
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Please confirm our agreement set forth above by indicating, in the space
indicated below, and returning to us the enclosed copy of this letter.
Sincerely yours,
BOLDER VENTURE PARTNERS LLC
Per:
/s/ Xxxxx Xxxxx
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Authorized Signatory
Accepted and agreed to as per the terms set forth above this 6th day of July,
2000.
Industrialex Manufacturing Corp.
Per:
/s/ Xxxxx Xxxxxx
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Authorized Signatory
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