SECURAC INC.
0000 Xxxxxxxx Xxxxx
00000 - 000 Xxxxxx
Xxxxxxxx, Xxxxxxx X0X 0X0 Applewood's Restaurants Inc.
Tel: 000 000 0000 1104 Sandpiper on El Paseo,
Fax : 000 000 0000 Xxxx Xxxxxx, Xxxxxxxxxx 00000
Web: xxx.xxxxxxx.xxx
September 14, 2004
Xxxxxxxx Xxxxxxx
0-00-00 Xxxxxx
Xxxxxxxx-xx, XXXXX
000-0000
XXXXX
Dear Sir:
RE: SHARE EXCHANGE AGREEMENT WITH APPLEWOOD'S RESTAURANTS INC. (OTCBB:"AWRU")
This letter is further to the letter the Share Exchange Letter dated September
2, 2004 (`Letter') from the interim President Mr. Xxxxxx Xxxxxxx of Applewood's
Restaurants Inc. (`Applewoods'), which was distributed to all the shareholders
of Securac Inc. ("Securac") to enable your participation in the Reverse Take
Over (`RTO') of Applewoods, a public company listed on the OTCBB in the United
States.
Subject to the provisions of the Letter, Applewoods made an offer to acquire all
of the outstanding Securac Class "A" Common Shares (the "Target Shares") on the
basis of 2.7 shares of common stock of Applewoods for each 1 Target Share (the
"Exchange").
We confirm that you are the holder of warrant certificate no. 1 of Securac
entitling you to acquire 200,000 Class "A" Common Shares of Securac on the terms
of the certificate (the "Warrant"). We further confirm that Article 6 of the
Warrant provides for the circumstances of merger and successors. In particular
section 6.1 and 6.2 provide as follows (note that references to "Corporation"
refer to Securac):
6.1 Corporation May Consolidate, etc. on Certain Terms
Nothing herein contained shall prevent any amalgamation or merger of
the Corporation with or into any other corporation or corporations, or
a conveyance or transfer of all or substantially all the properties and
estates of the Corporation as an entirety to any corporation lawfully
entitled to acquire and operate same, provided, however, that the
corporation formed by such amalgamation or merger or which acquires by
conveyance or transfer all or substantially all the properties and
estates of the Corporation shall, simultaneously with such
amalgamation, merger, conveyance or transfer, assume the due and
punctual performance and observance of all the covenants and conditions
hereof to be performed or observed by the Corporation.
Page 2 September 14, 2004
6.2 Successor Corporation Substituted
In case the Corporation, pursuant to Section 6.1, shall be amalgamated
or merged with or into any other corporation or corporations, or shall
convey or transfer all or substantially all of its properties and
estates as an entirety to any other corporation, the successor
corporation formed by such consolidation or amalgamation, or into which
the Corporation shall have been amalgamated or merged or which shall
have received a conveyance or transfer as aforesaid, shall succeed to
and be substituted for the Corporation hereunder and such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificate and herein as may be appropriate in view of such
amalgamation, merger or transfer.
We hereby confirm that Applewoods and Securac and each of them ratify and assume
responsibility for the due and punctual performance and observance of all the
covenants and conditions of the Warrant hereof to be performed or observed by
Securac. In particular we confirm that it is the intention of Applewoods and
Securac to ensure that, subject to regulatory approval, the Warrant henceforth,
or as soon as possible according to law, entitle you to acquire common stock of
Applewoods on the same basis as the Exchange. Therefore, on the basis of 2.7
shares of common stock of Applewoods for each 1 Target Share you are entitled to
acquire under the Warrant. This will entitle you to acquire 540,000 shares of
common stock of Applewoods under the Warrant with all other terms, including but
not limited to exercise price remaining the same other than amendments necessary
to better effect the terms of this letter.
We want to thank you again for your continued support and look forward to the
successful completion of the RTO. If you require further clarification, please
do not hesitate to contact either Xxxx Xxxxxxx or Xxxxx Xxxxx at (000) 000-0000.
Yours very truly,
SECURAC INC.
Per: /s/ Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx, President
APPLEWOODS RESTAURANTS, INC.
Per: /s/ Xxx Xxxxxxx
-------------------------------------
Xxx Xxxxxxx, Interim President
Understood, accepted and agreed to this 14th day of
September, 2004. /s/ Xxxxxxxx Xxxxxxx
------------------------------
XXXXXXXX XXXXXXX
SECURAC INC.
0000 Xxxxxxxx Xxxxx Applewood's Restaurants Inc.
10180 - 101 Street 0000 Xxxxxxxxx xx Xx Xxxxx,
Xxxxxxxx, Xxxxxxx X0X 0X0 Xxxx Xxxxxx, Xxxxxxxxxx 00000
Tel: 000 000 0000
Fax : 000 000 0000
Web: xxx.xxxxxxx.xxx
September 14, 2004
Hisahiro Kashida
0-00-00 Xxxxx-Xxxxx
Xxxxxxx-xx, XXXXX
000-0000
XXXXX
Dear Sir:
Re: Share Exchange Agreement with Applewood's Restaurants Inc. (OTCBB:"AWRU")
This letter is further to the letter the Share Exchange Letter dated September
2, 2004 (`Letter') from the interim President Mr. Xxxxxx Xxxxxxx of Applewood's
Restaurants Inc. (`Applewoods'), which was distributed to all the shareholders
of Securac Inc. ("Securac") to enable your participation in the Reverse Take
Over (`RTO') of Applewoods, a public company listed on the OTCBB in the United
States.
Subject to the provisions of the Letter, Applewoods made an offer to acquire all
of the outstanding Securac Class "A" Common Shares (the "Target Shares") on the
basis of 2.7 shares of common stock of Applewoods for each 1 Target Share (the
"Exchange").
We confirm that you are the holder of warrant certificate no. 2 of Securac
entitling you to acquire 900,000 Class "A" Common Shares of Securac on the terms
of the certificate (the "Warrant"). We further confirm that Article 6 of the
Warrant provides for the circumstances of merger and successors. In particular
section 6.1 and 6.2 provide as follows (note that references to "Corporation"
refer to Securac):
6.1 Corporation May Consolidate, etc. on Certain Terms
Nothing herein contained shall prevent any amalgamation or merger of
the Corporation with or into any other corporation or corporations, or
a conveyance or transfer of all or substantially all the properties and
estates of the Corporation as an entirety to any corporation lawfully
entitled to acquire and operate same, provided, however, that the
corporation formed by such amalgamation or merger or which acquires by
conveyance or transfer all or substantially all the properties and
estates of the Corporation shall, simultaneously with such
amalgamation, merger, conveyance or transfer, assume the due and
punctual performance and observance of all the covenants and conditions
hereof to be performed or observed by the Corporation.
Page 2 September 14, 2004
6.2 Successor Corporation Substituted
In case the Corporation, pursuant to Section 6.1, shall be amalgamated
or merged with or into any other corporation or corporations, or shall
convey or transfer all or substantially all of its properties and
estates as an entirety to any other corporation, the successor
corporation formed by such consolidation or amalgamation, or into which
the Corporation shall have been amalgamated or merged or which shall
have received a conveyance or transfer as aforesaid, shall succeed to
and be substituted for the Corporation hereunder and such changes in
phraseology and form (but not in substance) may be made in the Warrant
Certificate and herein as may be appropriate in view of such
amalgamation, merger or transfer.
We hereby confirm that Applewoods and Securac and each of them ratify and assume
responsibility for the due and punctual performance and observance of all the
covenants and conditions of the Warrant hereof to be performed or observed by
Securac. In particular we confirm that it is the intention of Applewoods and
Securac to ensure that, subject to regulatory approval, the Warrant henceforth,
or as soon as possible according to law, entitle you to acquire common stock of
Applewoods on the same basis as the Exchange. Therefore, on the basis of 2.7
shares of common stock of Applewoods for each 1 Target Share you are entitled to
acquire under the Warrant. This will entitle you to acquire 2,430,000 shares of
common stock of Applewoods under the Warrant with all other terms, including but
not limited to exercise price remaining the same other than amendments necessary
to better effect the terms of this letter.
We want to thank you again for your continued support and look forward to the
successful completion of the RTO. If you require further clarification, please
do not hesitate to contact either Xxxx Xxxxxxx or Xxxxx Xxxxx at (000) 000-0000.
Yours very truly,
Securac Inc.
Per: /s/ Xxxxx Xxxxx
-----------------------------------------------------
Xxxxx Xxxxx, President
Applewoods Restaurants, Inc.
Per: /s/ Xxx Xxxxxxx
-----------------------------------------------------
Xxx Xxxxxxx, Interim President
Understood, accepted and agreed to this 14th day of
September, 2004.
/s/ Hisahiro Kashida
-----------------------------------------------
Hisahiro Kashida
