SHARE AGREEMENT made this 2nd day of April, 2002
BETWEEN:
The Shareholders of Aquentium, Inc. (herein called the "Shareholders");
Aquentium, Inc., a corporation incorporated under the laws of the State of
Nevada, United States; and
Aries Ventures, Inc., a corporation organized and existing under the laws of
the State of Nevada (herein called "Aries").
WITNESS that in consideration of the sum of 1,000,000 post-split shares of
common stock of WaterPur International, Inc., a Delaware corporation
("WaterPur"), to be renamed Aquentium, Inc., which represents approximately
25% of the common stock to be outstanding immediately subsequent to the
completion of the transaction contemplated herein (which will be the only
equity security outstanding), it is agreed as follows:
1. The issuance of the common shares completely satisfies any and all
outstanding debts or claims that Aries has or may have against WaterPur.
2. Upon the completion of the transaction contemplated herein, no preferred
stock or convertible debt will be outstanding. If WaterPur subsequently
issues any non-convertible preferred stock, it will not have any voting
rights. If WaterPur subsequently issues any convertible preferred stock or
convertible debt that includes voting rights (whether directly or on an "as if
converted" basis), the total amount of common shares issuable under such
instruments will be included in outstanding shares in the anti-dilution
calculation described below. In addition, any convertible preferred stock or
convertible debt conversion price below $1.00 per common share will adjust
downward the exercise price of the common stock purchase warrants issued to
Aries as described below.
3. Upon the completion of the transaction contemplated herein, there will
be approximately 5,250,000 shares of common stock outstanding, as follows:
existing Aquentium, Inc. shareholders 4,000,000 shares; WaterPur
shareholders approximately 250,000; Aries 1,000,000 shares.
4. The common shares received by Aries will be unlegended. These shares
will be available to trade under a lock-up/leak-out agreement with WaterPur.
Aries will have the right to sell up to 250,000 shares in quarter one of 2002;
up to 500,000 shares cumulative in quarter 2 of 2002; up to 750,000 shares
cumulative in quarter 3 of 2002; and up to 1,000,000 shares cumulative in
quarter 4 of 2002; and thereafter unlimited.
5. WaterPur hereby agrees and confirms that the holding period for the
securities received by Aries will tack from September 1997, and that upon the
written request of Aries, WaterPur will provide Aries with a copy of valid
legal opinion confirming this position. WaterPur shall endeavor to permit all
of the securities issued herein, including the shares issuable upon exercise
of the warrants, to be tradable within the shortest period of time legally
permissible.
6. Aries will receive 250,000 common stock purchase warrants, exercisable
for a period of three years at $1.00 per share. Both the warrants and the
underlying common stock will have unlimited piggyback registration rights.
These warrants will contain standard anti-dilution provisions. During the
exercise period, the warrant exercise price will be reset downward if any
financings or transactions are done that provide for the issuance of common
stock, directly or indirectly, at less than $1.00 per share. Aries may
transfer the warrants, in whole or in part, at any time to an affiliated or an
unaffiliated party. The warrants shall contain "net cashless exercise"
provisions. As an example of "net cashless exercise" provisions, assuming
that Aries owns warrants to purchase 250,000 shares of WaterPur common stock
at $1.00 per share, then Aries, at its option, may exercise the warrants by
returning sufficient WaterPur common shares to pay the exercise price (in this
case, 250,000 x $1.00) divided by $5.00 equals 50,000 shares), or by reducing
the net shares that Aries is entitled to receive upon exercise of the warrants
by 50,000 shares, from 250,000 shares to 200,000 shares. To the extent
legally permissible, the parties shall characterize the exercise of the
warrants as a 3(a)9 exchange, with the underlying shares being considered as
if registered or exempt from registration.
7. At any time during the three year exercise period of the warrants, if
any portion of the warrants are outstanding and unexercised, should WaterPur
make application for listing of its common stock on the American Stock
Exchange or on the NASDAQ SmallCap or National Market System, and should such
application be approved, WaterPur will have the right to call the remaining
outstanding warrants, upon 30 days written notice, for a payment of $0.01 per
warrant. Upon the issuance of such written notice by WaterPur, Aries, and/or
any subsequent holder of all or any portion of the remaining outstanding
warrants, will have the right to exercise such warrants for a period of 20
days thereafter. The 20 day period shall expire before the 30 day period
expires. The notice shall be issued, and the 20 day period and the 30 day
period shall both commence, only upon the formal written approval of the AMEX
or NASDAQ application.
8. Aries will receive anti-dilution protection with respect to its common
stock, which will be calculated separately on December 31, 2002 and on
December 31, 2003, as long as it continues to own such shares, and if the
aggregate market value of WaterPur's common stock and all spin-off's common
stock owned by Aries, is less than $12,000,000, as described below. If Aries
sells or otherwise transfers such shares, the anti-dilution protection based
on $12,000,000 will be reduced pro rata, until such time as Aries owns less
than 250,000 shares, at which time the anti-dilution protection will
terminate. If the aggregate market value of the 1,000,000 shares of WaterPur
common stock received by Aries, combined with the aggregate market value of
any common stock received by Aries through one or more spin-off transactions
that WaterPur may conduct, is less than $12,000,000, then Aries will be
entitled to receive, without the payment of any additional consideration, a
sufficient number of newly-issued common shares of WaterPur such that it will
own 10% of the outstanding shares of WaterPur common stock. The calculation
for purposes of the market value test will be based on the weighted average
price for WaterPur common stock for the 30 consecutive calendar days during
the calendar year at which the common stock traded at its highest level, as
well as the weighted average price for any spin-off's common stock during the
30 consecutive calendar days in that calendar year that such spin-off's common
stock traded at its highest level. The highest price period chosen must
represent at least an aggregate market value of the common stock trading of
$100,000 for WaterPur and for each spin-off, excluding transaction
double-counting by market makers.
9. All parties hereto do jointly agree to sign and deliver any further
assurances required to more fully carry out the intent of this Share
Agreement.
10. This Share Agreement shall be construed and enforced under the Laws of
the State of California.
11. This Share Agreement shall inure to the benefit of and be binding upon
the respective parties hereto and respective heirs, executors, administrators,
successors, and assignees.
IN WITNESS WHEREOF the parties hereunto have executed this document as of the
date first written above.
SHAREHOLDERS
/s/ Xxxx Xxxxxxx
_________________________
Xxxx Xxxxxxx
AQUENTIUM, INC.
/s/ Xxxx Xxxxxxx
_________________________
Xxxx Xxxxxxx
President
ARIES VENTURES, INC.
/s/ Xxxxxx X. Xxxxxxxxxx
__________________________
Xxxxxx X. Xxxxxxxxxx
Chief Financial Officer
