Exhibit 10.14
EXCLUSIVE FINDER'S FEE AGREEMENT
This agreement is between Ontro, Inc., a California corporation
("Ontro") and Aura (Pvt.) Ltd., a Pakastani corporation ("Aura") and is dated as
of January 19, 2001.
TERMS
A. FINDER'S FEES, COMMITMENT TO PURCHASE, AND ESCROW OF SECURITIES.
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1. FINDER. Aura agrees to use its best efforts to find one or more
purchasers from Ontro for a total of 1,300,000 shares of authorized and
un-issued common stock of Ontro for a purchase price equal to no less then $1.20
per share ($1,560,000). In consideration therefore, and subject to the
provisions of Section A. 3. below, Ontro agrees to grant to Aura a warrant (the
"Commitment Warrant") to purchase 130,000 shares of Ontro common stock for $1.20
per share, and with all other terms of the Commitment Warrant to be the same as
the Performance Warrant defined in section 2 (b) below. The Commitment Warrant
and the Performance Warrant are sometimes collectively referred to herein as the
"Warrants".
2. FINDER'S FEE. In the event Ontro accepts funds from the sale of
Ontro common stock ("Shares") from any one ("Purchaser") during the Period (as
defined below), Ontro shall pay Aura a finder's fee in the amount of:
(a) Shares of the common stock of Ontro equal to 5% of the
Shares sold to the Purchaser; plus
(b) Subject to the provisions of Section A. 3. below, A
warrant (the "Performance Warrant") to purchase the number of shares of common
stock of Ontro equal to 15% of the number of shares of Ontro common stock
purchased by the Purchaser. The exercise price of the Warrants shall be equal to
the purchase price of the Shares ($1.20). The Warrants shall have a five-year
term from the date of issuance. The Warrants shall be issued to Aura or its
designee provided Aura and the designee provide to Ontro the same
representations and warranties with regard to the designee as are provided by
Aura in regard to itself and its affiliates in this Agreement, and in the form
of warrant attached hereto as Exhibit A. In addition no designee may directly or
indirectly be in a business similar to, or in competition with, Ontro or any of
its licensees sub-licensees or potential customers, and no designee may be
affiliated directly or indirectly with any owner cumulatively (including the
shares underlying the Warrants) of 5% or more of any class or cumulatively any
classes of Ontro securities, unless such designee is approved by Ontro which
approval shall not be unreasonably withheld.
3. PERFORMANCE PERIOD; PAYMENT OF FEE. Ontro shall pay a finder's fee
in connection with funds received by Ontro from the sale of Shares at any time
from any Purchaser during the period November 20, 2000 through April 30, 2001,
(the "Period"). In the event Ontro sells 1,300,000 Shares to Purchasers during
the Period Aura shall have the right in its sole discretion to extend the Period
through September 30, 2001.
A Purchaser includes affiliates and related parties of a Purchaser. All
sales of Shares shall be pursuant to a Stock Purchase Agreement by and between
Ontro and the Purchaser substantially in the form set forth in Exhibit B. Ontro
shall pay the portion of the finder's fee specified in Section A. 2(a) above
upon closing of the sale of the Shares. Ontro shall issue the Warrants only upon
the first to occur of (i) the consent of the Ontro shareholders to this
agreement as may be required by the rules of The Nasdaq Stock Market, Inc., or
(ii) the receipt of an exemption issued by The Nasdaq Stock Market, Inc from the
requirement of shareholder consent to this agreement.
4. ONTRO PURCHASERS. Notwithstanding the provisions of Paragraph (3),
above, no finder's fee shall be due in connection with funds received by Ontro
from the sale of any security to Unilever and its affiliates and designees.
5. BREAK-UP FEE. If Ontro fails to close a committed purchase of Shares
for no less then $1.20 per share from a Purchaser who is ready, willing, and
able to purchase Shares constituting directly or indirectly a minimum of 200,000
Shares for a minimum of $240,000 up to a maximum of 1,300,000 Shares for
$1,560,000, and such purchase is on other terms that are acceptable to Ontro,
which acceptance shall not be unreasonably withheld, then Ontro shall pay Aura
the fees set forth in Section 2 above notwithstanding Ontro did not receive the
funds or sell the Shares. The Performance Warrant issued to Aura in such case
shall have all of the same registration rights and other rights set forth in
Section B, below.
6. RIGHT OF FIRST REFUSAL TO AURA. Aura shall have the first right of
refusal to provide any additional funds from the sale of Ontro securities that
Ontro believes it needs at any time prior to the expiration of the term of this
Agreement. This right shall not apply to any funds that may be provided by
Unilever or its affiliates or designees. In the event Ontro intends to raise
additional capital through the sale of its securities prior to the end of the
term of this Agreement to any party other then Unilever or its affiliates and
designees then Ontro shall provide written notice to Aura of the terms of such
proposed issuance, and Aura shall have the right for 15 days from receipt of
Ontro's notice to Aura to notify Ontro in writing that Aura will act as a finder
to supply a Purchaser for the proposed issuance, or Aura or its designee will
purchase the securities on the terms set forth in Ontro's notice to Aura. If
Aura elects to act as a finder and supply a Purchaser for the proposed issuance
or Aura or its designee elects to purchase the securities Aura shall be paid the
fees set forth in Section 2 above in connection with the issuance of the
securities.
7. INITIAL CAPITAL INFUSION. In consideration of Ontro entering into
this agreement Aura agrees it will purchase or cause its designee to purchase
from Ontro no less then 200,000 Shares for $1.20 per share. The first 100,000
Shares of such purchase shall close on or before three days for the date of this
Agreement and the remainder to close on or before February 10, 2001. The Shares
shall be sold pursuant to a Stock Purchase Agreement by and between the
Purchaser and Ontro in substantially the same form as Exhibit B. Such sale and
purchase shall be part of this Agreement and Aura will receive the fees set
forth in section 2 above in connection with the sale, and Aura shall have the
other rights set forth in this Agreement for Aura in connection with the sale.
Such purchase is a material inducement to Ontro to enter into this Agreement and
if such sale and purchase is not completed by February 10, 2001 for any reason
other then Ontro's unreasonable refusal to complete the sale, this Agreement
shall terminate and be of no further force and effect.
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8. ESCROW OF SECURITIES. In consideration of Ontro entering into this
agreement Aura agrees that on or before February 1, 2001 Aura or its designee
shall deposit into an escrow or trust account for the benefit of Ontro (the
"Account") freely transferable securities actively trading on an exchange in the
United States.
(a) The Account shall be established as soon as possible after
the date of this Agreement. The Account shall be established by Ontro at Chicago
Trust Company of California or at Ontro's election another escrow or trust
company or brokerage firm mutually approved by Aura and Ontro. Ontro shall pay
for the cost of establishing operating and closing the Account.
(b) For purposes of this agreement Aura and Ontro agree the
securities deposited into the Account shall have a value equal to the amount all
of the securities deposited could be easily sold for in the open market in the
United States (net of all costs of sale) in one trading day on February 1, 2001.
Aura shall deposit securities into the account with a minimum value equal to
$2,000,000 less the actual amount received by Ontro after the date of this
Agreement and on or before February 1, 2001 from the sale of Shares.
(c) After February 1, 2001 and from time to time thereafter
Ontro may withdraw and sell the securities for its benefit. Subject only to the
other terms of this Agreement Ontro may withdraw and sell securities in an
amount (net of all costs of sale) Ontro needs to fund its ongoing operations,
but in no event more then $270,000 in any one month.
(d) Ontro may only withdraw and sell securities from the
account if all cash and marketable securities owned by Ontro have a total value
less then $400,000 at the time of the withdrawal. Ontro may only withdraw and
sell securities from the Account until all proceeds from the sale of the
securities withdrawn from the Account (net of all costs of sale) is equal to
$1,560,000 less all proceeds received from the sale of Shares.
(e) Every time Ontro withdraws and sells securities from the
Account Ontro shall immediately issue to Aura or its designee shares of common
stock of Ontro. The number of shares of Ontro common stock to be issued to Aura
or its designee shall be equal to the proceeds received by Ontro from the sale
of the securities withdrawn from the Account valuing each Ontro common share at
$1.20. In addition Ontro shall pay to Aura the fees set forth in Section 2 above
in connection with all Ontro common stock issued to Aura or its designee
pursuant to this Section 8 (e). Aura or its designee who receives the Ontro
common shares shall execute all documents reasonably required by Ontro to issue
the common stock, such documents to include by way if illustration and not
limitation substantially all of the same representations and warranties Aura
makes in section C below.
(f) After Ontro has received a total of $1,560,000 from the
combined sale of Shares and the sale of securities withdrawn from the Account
(net of all costs of sale of the securities withdrawn from the Account) Ontro
shall have no further right to the securities in the Account, and Ontro shall
immediately cause all of the remaining securities in the Account to be returned
to Aura or its designee.
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B. THE WARRANTS.
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1. REGISTRATION RIGHTS. Common shares issued to Aura or its designee
pursuant to this Agreement and all Ontro common stock which may be purchased
upon exercise of the Warrants shall be registered by Ontro with the Securities
and Exchange Commission ("SEC") by the earlier of (a) the next subsequent
Registration Statement filed by Ontro with the SEC which is filed to register
the sale of common stock, such shares to be registered by Ontro as part of such
subsequent filing ("piggyback registration"), or (b) within 90 days following
written demand by Aura ("demand registration rights").
2. TRANSFERABILITY OF WARRANTS. The Warrants, or any portion thereof,
may only be transferred by the holder prior to exercise if (a) such transfer is
made pursuant to an effective registration statement filed with the SEC, and
provided the transfer is also in compliance with all applicable state securities
laws; or (b) if the transferor provides the Company with a legal opinion from
counsel to the transferor in form and content satisfactory to the Company and
its counsel stating that registration is not required, and the transfer is in
compliance with all applicable securities laws. In such an event, upon the
written request of the holder, Ontro shall promptly re-issue the Warrants, or
any portion thereof, to the holder's designated transferee(s) and shall re-issue
any residual portion of such Warrants (if any) to the holder. The transferee
shall be subject to the same terms and conditions, and shall enjoy the same
rights, as the holder.
3. FORM OF WARRANTS. The Warrants shall be substantially in the form of
the warrant attached hereto as Exhibit A, and shall include the provisions set
forth in paragraph 4 below.
4. PROTECTION AGAINST DILUTION.
(a) If at any time and from time to time Ontro shall: (i)
declare a dividend in shares of common stock to a holder of common stock or make
a distribution in shares of common stock to holders of common stock, (ii)
subdivide its outstanding shares of common stock, (iii) combine its outstanding
shares of common stock, or (iv) otherwise effect a re-capitalization of such
character that the shares of common stock shall be changed into or become
exchangeable for a greater or lesser number of shares of common stock, then the
Exercise Price in effect on the record date of such dividend or distribution or
the effective date of such subdivision, combination or reclassification
(individually an "Event" and collectively the "Events") shall be adjusted, or
further adjusted, to a price (to the nearest cent) determined by multiplying (i)
the exercise price of the Warrant(s) in effect immediately prior to such Event
by (ii) a fraction, the numerator of which shall be the number of shares of
common stock outstanding immediately prior to such Event, and the denominator of
which shall be the number of shares of common stock outstanding immediately
after such Event. Upon each adjustment in the exercise price resulting from an
Event, the number of shares of Ontro common stock which may be purchased upon
exercise of the Warrants shall be adjusted (to the nearest one-thousandth share)
by multiplying (i) the number of shares of Ontro common stock which may be
purchased upon exercise of the Warrants immediately prior to such Event by (ii)
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a fraction, the numerator of which shall be the exercise price in effect
immediately prior to such Event, and the denominator of which shall be the
exercise price in effect immediately after such Event. Notice of each such
adjustment and each such readjustment shall be forthwith mailed to the Holder
setting forth such adjustments or readjustments and the facts and calculations
thereof in reasonable detail. Any dividend paid or distributed upon the common
stock in stock of any other class of securities convertible into shares of
common stock shall be treated as a dividend paid in common stock to the extent
that shares of common stock are to be issued upon the conversion thereof.
(b) In case: (i) a distribution in the form of stock or other
securities of any other corporation or other entity shall be made or paid by
Ontro on, or with respect to, the then outstanding shares of common stock, (ii)
Ontro shall effect a re-capitalization of such character that the shares of
common stock will be changed into or become exchangeable for shares of common
stock with a different par value or no par value, or (iii) Ontro (or a successor
corporation) shall be consolidated or merged with or into another corporation or
entity or shall sell, lease or convey all or substantially all of its assets in
exchange for stock or property (including cash) with the view of distributing
such stock or property to its shareholders, each share issuable upon exercise of
the Warrants shall be replaced by, and/or shall include, as the case may be, for
the purposes hereof, the stock or property issued or distributed in respect of
each share of common stock upon such re-capitalization, reclassification,
merger, sale, lease or conveyance as the Holder would have been entitled to had
the Holder exercised the Warrants immediately prior to any such occurrence, and
adequate provision to that effect shall be made at the time thereof.
(c) In case: (i) of any classification, reclassification or
other reorganization of the capital stock of Ontro, consolidation or merger of
Ontro with or into another corporation, or the sale, lease or conveyance of all
or substantially all of the assets of Ontro; or (ii) of the voluntary or
involuntary dissolution, liquidation or winding up of Ontro; then, and in any
such case, Ontro shall mail to the Holder, at least 15 days prior thereto, a
notice stating the date or expected date on which a record is to be taken. Such
notice shall also specify the date or expected date, if any is to be fixed, as
of which holders of common stock of record shall be entitled to exchange their
shares of common stock for securities or other property deliverable upon such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, winding up or any other appropriate
action, as the case may be.
5. SUBSEQUENT AGREEMENTS. It is understood that subsequent or
contemporaneous agreements or writings may be executed by Aura, Aura's designees
or Ontro in order to effectuate issuance or exercise of the Warrants. In the
case of any conflict between this Agreement and any such agreements or writings,
or the Warrants, or the terms thereof, unless the terms of the subsequent or
contemporaneous agreement expressly state otherwise, the terms of this Agreement
shall control notwithstanding any contrary provision of any subsequent
agreements, writings, or warrants.
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6. CERTIFICATES. Ontro or its transfer agent shall re-issue the
Warrants or certificates for shares issued to Aura or its designee pursuant to
this Agreement, or purchased upon exercise of the Warrants in lesser
denominations upon request of the holder, subject to a minimum of 5,000 shares.
7. CASH OR SHARE EQUIVALENT. In the event the common stock to be issued
to Aura or its designees pursuant to this Agreement, the Warrant(s) or common
stock purchased upon a valid exercise of the Warrant(s,) are not or cannot be
issued pursuant to the terms of this Agreement by no fault of the holder, in
addition to all other remedies, Ontro shall be responsible to pay the holder,
upon demand, the equivalent value of the Warrants (a) in cash or (b) at Ontro's
option, in registered, immediately tradable shares of Ontro that can actually be
sold within 30 days of delivery for an amount equal to the value of the warrants
on the date of delivery.
In such an event the value of the common stock and the Warrant(s) shall
be deemed to be the closing share price of Ontro shares on the day of otherwise
valid receipt of the common stock or exercise of the Warrants, less in the case
of the Warrants only the per share exercise price of the Warrant(s), times the
number of shares not issued.
In the case of the Warrants upon payment Ontro of the equivalent value
pursuant to this Section, the holder of any Warrants shall return the Warrant(s)
for which equivalent value is paid.
C. REPRESENTATIONS AND WARRANTIES OF AURA. This Agreement is made with
Aura in reliance upon Aura's representation and warranties to Ontro, which by
Aura's execution of this Agreement Aura hereby confirms that:
1. PURCHASE ENTIRELY FOR OWN ACCOUNT. The securities to be received by
Aura will be acquired for investment for Aura's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and Aura has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, Aura further
represents Aura does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant any participation to such
person or to any third person, with respect to any of the Warrants or common
stock which can be purchased upon exercise of the Warrants.
2. DISCLOSURE OF INFORMATION. Aura believes it has received all the
information regarding Ontro it considers material or desirable in order to
decide to acquire the Warrants. Aura further represents that it has had an
opportunity to ask questions and receive answers from Ontro regarding Ontro, its
business and the terms and conditions of the Warrants.
3. DEVELOPMENT STAGE COMPANY. Aura recognizes Ontro is a development
stage company, that it has an accumulated deficit and a working capital deficit,
has not generated any revenue from operations and is not expected to generate
any revenue from operations for some time and perhaps for years, and that
proposed development expenditures are expected to result in substantial and
increasing losses over at least the next several years, and possibly much
longer. Investment in Ontro involves substantial risk, and Aura should not
acquire the Warrants unless it can afford the complete loss of its investment.
Aura has taken full cognizance of and understands all of the risk factors
related to the receipt of the Warrants.
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4. CONFIDENTIALITY. Aura hereby represents, warrants and covenants that
it shall maintain in confidence, and shall not use or disclose without the prior
written consent of Ontro, any information about Ontro furnished to it by Ontro,
whether or not such information was acquired or disclosed in connection with
this Agreement.
5. INVESTMENT EXPERIENCE. Aura is an investor in securities of
privately held development stage companies, and acknowledges that it is able to
protect itself in connection with the Warrants, can bear the economic risk of a
complete loss of its investment, and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and
risks of the Warrants.
6. ADVICE OF PROFESSIONALS. Aura has carefully considered and has been
advised by Ontro to have any material provided by anyone regarding Ontro
including but not limited to this agreement, related documents and the
acquisition of the Warrants reviewed by its legal counsel prior to acquisition,
and to discuss with its professional tax and financial advisers the suitability
of the acquisition of the Warrants for its particular tax and financial
situation, and it has determined the Warrants is suitable for it. Ontro
specifically disclaims any representations regarding the legal, tax or financial
consequences of the Warrants, other than the representation this is a high risk
transaction.
7. AUTHORITY. Aura's execution, delivery and performance of and under
this agreement, and all documents ancillary hereto, and the consummation of the
transactions contemplated hereby and thereby have been duly authorized, and Aura
is duly authorized (a) to execute and deliver this agreement and all other
instruments executed and delivered on behalf of such partnership, corporation,
trust, estate or other entity, in connection with the issuance in its name of
the Warrants; and (b) to acquire and hold the Warrants, (ii) such entity has not
been formed for the specific purpose of acquiring the Warrants; and (iii) when
executed and delivered by Ontro, will constitute such partnership's,
corporation's, trust's, estate's or other entity's legal, valid and binding
obligation enforceable against it in accordance with its terms.
8. RESTRICTED SECURITIES. Aura understands the Warrants and the shares
of common stock it may purchase upon exercise of the Warrants are characterized
as "restricted securities" under the federal securities laws inasmuch as they
are being acquired from Ontro in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be
resold without registration under the Securities Act of 1933, as amended (the
"Securities Act"), only in certain limited circumstances. In this connection,
Aura represents it is familiar with Securities and Exchange Commission ("SEC")
Rule 144, as presently in effect, and understands the resale limitations imposed
thereby and by the Securities Act.
9. ACCREDITED INVESTOR. Aura is an accredited investor as defined in
Rule 501(a) of Regulation D of the SEC, as amended, under the Securities Act.
10. NO REPRESENTATIONS REGARDING FUTURE RESULTS. It never has been
represented, guaranteed or warranted by Ontro, any of the officers, directors,
shareholders, partners, employees, legal counsel, auditor or agents of Ontro or
its advisors, or any other persons, whether expressly or by implication, that
the past performance or experience of the management of Ontro, or of any other
person, or any present business and financial plans of Ontro, will in any way
indicate the future results which may be achieved from the ownership of the
Warrants or the common stock of Ontro.
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11. ACKNOWLEDGMENT AND PRIOR AGREEMENT. Aura understands the meaning
and legal consequences of the representations and warranties contained in this
Agreement, and Aura hereby agrees Ontro and each officer, director, employee,
agent, legal counsel and controlling person of Ontro, past, present or future,
may rely on each such representation and warranty.
12. PRIOR AGREEMENT. Aura entered into a similar Exclusive Finder's Fee
Agreement with Ontro but with different terms in December 2000, and that to date
no "Source" (as defined in that agreement) has provided any funds to Ontro,
Ontro is not obligated to Aura in any amount pursuant to that agreement, the
terms of this Agreement supercede that agreement which is now null and void and
of no further effect, and if any Source becomes a Purchaser Ontro's only
obligations to Aura shall be those set forth in this Agreement.
13. SURVIVAL. The foregoing representations and warranties shall be
true and accurate as of the date of the acceptance hereof by Ontro and shall
survive the execution and delivery of this Agreement and the delivery of the
Warrants and any common stock upon exercise of the Warrants thereafter.
D. REPRESENTATIONS AND WARRANTIES OF ONTRO. This Agreement is made with
Ontro in reliance upon Ontro's representation and warranties to Aura, which by
Ontro's execution of this Agreement Ontro hereby confirms that:
1. MONTHLY EXPENSES. Ontro shall reduce its monthly cash expenses to
less than $270,000 per month by February 1, 2001. During the term of the
Agreement, Ontro shall not increase these expense levels unless Ontro receives
funds from the sale of securities to Unilever or its affiliates, in which case,
Ontro may increase the amount of monthly expenses up to, but not in excess of
$320,000 per month. Ontro shall provide confirmation of compliance with this
provision upon Aura's written request, and to allow Aura or its agents at Aura's
expense to audit Ontro's financial records to confirm compliance with this
representation.
2. CURRENT OUTSTANDING WARRANTS. Ontro shall not extend the expiration
date or modify the exercise price of the warrants to purchase Ontro common stock
that currently trade on the Nasdaq stock market under the symbol ONTRW.
3. L.L. XXXXXXXXXXXXX COMMON STOCK. Upon the written request of Aura
Ontro shall include any of the shares of Ontro common stock currently owned by
the L.L. Xxxxxxxxxxxxx Company in any registration statement filed by Ontro
pursuant to section B. 1. (b) of this Agreement provided the same shares are not
then able to be freely transferred by the L.L. Xxxxxxxxxxxxx Company pursuant to
Rule 144(k) under the United States Securities Act of 1933.
4. BOARD NOMINEE. Upon the written request of Aura, Ontro's Board of
Directors shall appoint to a vacant seat or other seat the Board of Directors
has the power to appoint a person to on Ontro's Board of Directors one
individual designated by Aura who is approved by Ontro which approval shall not
be unreasonably withheld.
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5. LIMITATION ON FURTHER SALES OF SECURITIES. During the term of this
Agreement without the prior written consent of Aura which consent shall not be
unreasonably withheld, Ontro shall not issue additional equity securities of
Ontro other than:
(a) Securities issued to Unilever its affiliates or
designees;
(b) Securities issued for fair value to its non-employee
directors with a value no greater then $15,000 per
month;
(c) Options issued pursuant to its 1996 Stock Option Plan
for no more then a total of 20,000 shares;
(d) Common stock issued in lieu of payments due to
current officers, directors, employees and
non-employee professionals in a cumulative amount no
greater then $80,000.
E. OTHER TERMS.
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1. SUCCESSORS AND ASSIGNS. The obligation to pay the finder's fee is
binding on Ontro and on its successors and assigns.
2. COMPLETE AGREEMENT; MODIFICATION. This Agreement constitutes the
complete agreement of the parties on the subject matter hereof. This agreement
may not be modified except by a writing signed by both parties that specifically
references that this Agreement is being changed.
3. NO REPRESENTATIONS. Each party has conducted its own investigation
of all facts and circumstances surrounding this Agreement and hereby deems that
investigation to be sufficient. Neither party is relying upon any
representations or statements made, or not made, by the other in entering into
this Agreement and related agreements. Each party hereby waives the right to
contend otherwise in the future.
4. GOVERNING LAW, VENUE. This Agreement shall be governed by and
construed under the laws of the State of California, irrespective of its choice
of law principles. Venue for any action brought in connection with the subject
matters of this Agreement shall be in a court of competent jurisdiction located
in San Diego County, California.
5. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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7. NOTICES. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or, upon deposit with
the United States Post Office, by registered or certified mail, or upon deposit
with a recognized overnight air courier who requires and obtains a signature
from the recipient, in each case postage prepaid and addressed to the party to
be notified at the address indicated for such party on the signature page
hereof, or at such other address as such party may designate by 10 days' advance
written notice to the other party.
8. SPECIFIC PERFORMANCE. The parties agree that the terms of this
agreement can be enforced by specific performance in addition to all other
remedies, with any bond requirement waived.
9. SEVERABILITY. In the event that any term of this agreement is found
to be invalid or unenforceable, the remaining terms shall remain in full force
and effect.
10. BINDING EFFECT; AUTHORITY. Each party warrants and represents that
it has the power to enter into this Agreement and be bound by the terms thereof.
The persons signing below warrant and represent that they have the power to bind
their respective companies to this Agreement.
Accepted and agreed:
Ontro, Inc.
a California corporation
Dated: 7-25-01 By: /S/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, President
Aura (Pvt.) Ltd.
a Pakastani corporation
Dated: 7-25-01 By: /S/ XXXXX XXXXXXX
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Print Name: Xxxxx Xxxxxxx
Its: Agent
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EXHIBIT "A"
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FORM OF WARRANTS
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EXHIBIT "B"
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FORM OF STOCK PURCHASE AGREEMENT
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