EXHIBIT 10.12
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS ("BLUE
SKY LAWS"), AND MAY NOT BE OFFERED OR SOLD WITHOUT
REGISTRATION UNDER THE SECURITIES ACT, AND AS REQUIRED BY
BLUE SKY LAWS IN EFFECT AS TO SUCH TRANSFER, UNLESS AN
EXEMPTION FROM SUCH REGISTRATION UNDER STATE AND FEDERAL LAW
IS AVAILABLE.
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT is dated for reference purposes only
as of June 1, 1999, by and between U.S. Electricar, Inc., a California
corporation (the "Corporation"), Jagen Pty Ltd., an Australian company and
Xxxxxxx X. Xxxxxxxxx, an individual ("Xxxxxxxxx" and together with Jagen Pty
Ltd., the "Investors").
R E C I T A L S
A. The Investors desires to purchase from the Corporation, and the
Corporation desires to sell to each Investor, Common Stock on the terms and
conditions hereinafter set forth.
B. The Investors are willing to loan to the Corporation, and the
Corporation wishes to borrow from the Investors, certain sums to be converted
into rights to acquire Common Stock on the terms and conditions hereinafter set
forth.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained in this Agreement, the parties hereby
agree as follows:
1. Issuance of Securities, Payment and Delivery.
a. Sale of Securities. Subject to the terms and conditions of
this Agreement, Jagen Pty Ltd. agrees to purchase on June 1, 1999, or on such
later date as is agreed upon among the Investors and the Corporation (the
"Closing") and the Company agrees to sell and issue to Jagen Pty Ltd., Seventy
Million (70,000,000) shares of the Corporation's Common Stock (the "Shares") at
Three Cents per share for an aggregate purchase price of Two Million One Hundred
Thousand Dollars ($2,100,000).
b. Extension of Loans. Subject to the terms and conditions of
this Agreement, the Investors agree to loan to the Corporation:
(i) in the case of Jagen Pty Ltd., Four Hundred
Thousand Dollars ($400,000) on the Closing, in exchange for a secured
convertible promissory note to acquire 13,333,334 Shares and a Warrant to
purchase 41,666,666 Shares; and
(ii) in the case of Xxxxxxxxx, Five Hundred Thousand
Dollars ($500,000) on July 31, 1999, or on such later date as is agreed upon
among the Investors and the Corporation (the "Subsequent Closing"), in exchange
for a secured convertible promissory note to acquire 16,666,666 Shares and a
Warrant to purchase 8,333,334 Shares.
The convertible promissory notes shall be issued in the form attached hereto as
Exhibit A and incorporated herein by reference (each, a "Note"). The warrants to
purchase shares of Common Stock into which a portion of the Notes shall convert
shall be issued in the form attached hereto as Exhibit B and incorporated herein
by reference (each, a "Warrant" and collectively with the Shares and the Notes,
the "Securities").
c. Payment and Delivery. Each Investor shall purchase
Securities or make loans, as applicable, by making payment to U.S. Electricar,
Inc. in cash, by cashiers check or wire transfer of funds, in U.S. Dollars.
2. Deliveries at Closing. At the Closing:
a. The Corporation and the Investors will deliver an executed
counterpart of:
(i) this Securities Purchase Agreement;
(ii) the Loan and Security Agreement of even date
herewith; and
(iii) the Shareholders' Agreement of even date
herewith, also executed by Xxxx X. Xxxxx;
x. Xxxxx Pty Ltd. will provide the Corporation with a payment
in the aggregate amount of Two Million Five Hundred Thousand Dollars
($2,500,000);
c. The Corporation will deliver a share certificate evidencing
70,000,000 Shares in the name of Jagen Pty Ltd.;
d. The Corporation will deliver a Note to Jagen Pty Ltd.,
which will provide that the Four Hundred Thousand Dollars ($400,000) principal
amount of debt evidenced thereby may be converted into 13,333,334 Shares and a
Warrant to purchase 41,666,666 Shares;
e. The Corporation will deliver one or more certificates of
good standing to the Investors evidencing that the Corporation is in good
standing in each jurisdiction in which it does business, owns property or has
employees;
f. The Corporation will deliver an officer's certificate
providing that the representations and warranties contained in this Agreement
and the Notes are true and correct as of Closing and including a copy of the
Amended and Restated Articles of Incorporation of the Corporation certified by
an officer of the Corporation (the "Articles");
x. Xxxxx Pty Ltd. will deliver an officer's certificate
providing that the representations and warranties contained in this Agreement
are true and correct as of Closing;
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x. Xxxxxxxxx will deliver a certificate providing that the
representations and warranties contained in this Agreement are true and correct
as of the Closing; and
i. The Corporation will deliver a copy of its most recently
prepared unaudited financial statements (the "Financial Statements").
3. Deliveries at the Subsequent Closing. At the Subsequent Closing:
x. Xxxxxxxxx will provide the Corporation with a payment in
the aggregate amount of Five Hundred Thousand Dollars ($500,000);
b. The Corporation will deliver a Note to Xxxxxxxxx, which
will provide that the Five Hundred Thousand Dollars ($500,000) principal amount
of debt evidenced thereby may be converted into 16,666,666 Shares and a Warrant
to purchase 8,333,334 Shares;
c. The Corporation will deliver an officer's certificate
providing that the representations and warranties contained in this Agreement
and the Notes are true and correct as of the Subsequent Closing; and
x. Xxxxxxxxx will deliver a certificate providing that the
representations and warranties contained in this Agreement are true and correct
as of the Subsequent Closing.
4. Corporation's Representations and Warranties. Except as set forth on
Disclosure Schedule 4 attached hereto and incorporated herein by reference, the
Corporation hereby represents and warrants to each Investor that as of the
Closing and the Subsequent Closing:
a. Corporate Organization and Standing. The Corporation is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California. The Corporation has the requisite corporate power to
carry on its business as presently conducted, and as proposed or contemplated to
be conducted in the future, and to enter into and carry out the provisions of
this Agreement, the Notes and the transactions contemplated under this Agreement
and the Notes.
b. Authorization. All corporate action on the part of the
Corporation, its directors and shareholders necessary for the authorization,
execution, delivery and performance of this Agreement by the Corporation and the
performance of all of the Corporation's obligations hereunder has been taken.
This Agreement, when executed and delivered by the Corporation, shall constitute
a valid and binding obligation of the Corporation, enforceable in accordance
with its terms, except as may be limited by principles of public policy, and
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies. The Securities, when issued in
compliance with the provisions of this Agreement, will be validly issued, fully
paid and nonassessable.
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c. No Breach. The issue and sale of the Securities by the
Corporation does not and will not conflict with and does not and will not result
in a breach of any of the terms of the Corporation's incorporating documents or
any agreement or instrument to which the Corporation is a party. The
consummation of the transactions or performance of the obligations contemplated
by this Agreement will not result in a breach of any term of, or constitute a
default under, any statute, indenture, mortgage, or other agreement or
instrument to which the Corporation or any of its subsidiaries is or are a party
or by which any of them is or are bound.
d. Pending or Threatened Claims. Neither the Corporation nor
any of its subsidiaries is a party to any action, suit or proceeding which could
materially affect its business or financial condition, and no such actions,
suits or proceedings are contemplated or have been threatened.
e. No Preemptive Rights. There are no preemptive rights of any
shareholder of the Corporation with respect to the Securities.
f. Reservation of Shares. At all times during which the
Warrant may be exercised, the Corporation shall have authorized and reserved,
for the exclusive purpose of issuance and delivery upon exercise of the Warrant,
a sufficient number of shares of its Common Stock to provide for the exercise of
the Warrant in accordance with its terms.
5. Post-Closing Covenants of the Corporation. The Corporation hereby
covenants that:
a. The Corporation shall use reasonable business efforts to
file the proxy statement for its 1999 annual shareholders' meeting on or before
June 15, 1999, which proxy will nominate the following individuals to the board
of directors: Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Ph.D., Xxxxx X. Xxxxxxx, Xxxxxx
X. Xxxxxx, Xxxx Xxxxx and Xxxxxxx X. Xxxxxxxxx.
b. The Corporation shall use reasonable business efforts to
hold its annual shareholders' meeting on or before July 31, 1999, at which
meeting it shall seek to (A) increase the number of authorized shares of the
Corporation to provide for sufficient shares of Common Stock to issue the Common
Stock and Warrants to purchase Common Stock described herein and (B) increase
the size of the option pool available for grant to employees and contractors of
the Corporation to twenty percent (20%) of the outstanding capital of the
Corporation.
c. The Corporation shall file amended and restated articles of
incorporation (or an amendment to its amended and restated articles of
incorporation at its discretion) increasing the number of shares of Common Stock
of the Corporation to such amount as is necessary to allow the conversion of the
Notes into Securities as soon as is practicable after shareholder approval for
such an increase.
d. The Corporation shall use the proceeds of the sale of
Securities and loans described herein (i) to pay the aggregate principal amount
of a secured promissory note payable to the Credit Managers Association of
California due April 1999; (ii) to settle outstanding debt aggregating
approximately Seven Hundred Eighty Thousand Dollars ($780,000) for up to Fifteen
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Cents on each dollar of debt; (iii) to pay expenses of the Corporation incurred
in the ordinary course of business; (iv) for general working capital; and (v) in
such other manner as is determined by the Board of Directors of the Corporation
in consultation with Xxxxxxxxx.
6. Investor Representations and Warranties. Each Investor represents
and warrants to the Corporation that:
a. Account. Such Investor is acquiring the Securities for
investment for its own account, and not with a view to, or for resale in
connection with, any distribution thereof, and it has no present intention of
selling or distributing any of the Securities. The Investor understands that the
Securities have not been registered under the Securities Act of 1933, as amended
(the "Securities Act") by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the
bona fide nature of the investment as expressed herein.
b. Access to Data. The Investor has had an opportunity to
discuss the Corporation's business, management and financial affairs with its
management and to obtain any additional information which the Investor has
deemed necessary or appropriate for deciding whether or not to purchase the
Securities, including the Articles, and has had an opportunity to receive,
review and understand the disclosures and information regarding the
Corporation's financial statements, capitalization and other business
information as set forth in Corporation's filings with the Securities and
Exchange Commission which are all incorporated herein by reference, together
with all exhibits referenced therein. Investor understands that the Financial
Statements are confidential and may not be disclosed to any third party or used
by the Investor for purposes of trading in the Corporation's publicly traded
stock until such information is publicly released by the Corporation. The
Investor acknowledges that no other representations or warranties, oral or
written, have been made by the Corporation or any agent thereof except as set
forth in this Agreement.
c. No Fairness Determination. The Investor is aware that no
federal, state or other agency has made any finding or determination as to the
fairness of the investment, nor made any recommendation or endorsement of the
Securities.
d. Knowledge And Experience. The Investor has such knowledge
and experience in financial and business matters, including investments in other
start-up companies, that it is capable of evaluating the merits and risks of the
investment in the Securities, and it is able to bear the economic risk of such
investment. Further, the individual executing this Agreement has such knowledge
and experience in financial and business matters that he is capable of utilizing
the information made available to him in connection with the offering of the
Securities, of evaluating the merits and risks of an investment in the
Securities and of making an informed investment decision with respect to the
Securities, including assessment of the Risk Factors set forth in the
Corporation's XXXXX filings with the SEC and incorporated herein by reference.
e. Limited Public Market. The Investor is aware that there is
currently a very limited "over-the-counter" public market for the Corporation's
registered securities and that
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the Corporation became a "reporting issuer" under the Securities Exchange Act of
1934, as amended, on January 27, 1995. There is no guarantee that a more
established public market will develop at any time in the future. The Investor
understands that the Securities are all unregistered and may not presently be
sold in even this limited public market. The Investor understands that the
Securities cannot be readily sold or liquidated in case of an emergency or other
financial need. The Investor has sufficient liquid assets available so that the
purchase and holding of the Securities will not cause it undue financial
difficulties.
f. Commissions/Finders Fees. The Investor acknowledges that
commissions/finders fees may be payable by the Corporation for the sale of the
Securities as set forth on Disclosure Schedule 6.
g. Authority. If Investor is a corporation, partnership, trust
or estate: (i) the individual executing and delivering this Agreement on behalf
of the Investor has been duly authorized and is duly qualified to execute and
deliver this Agreement on behalf of Investor in connection with the purchase of
the Securities and (ii) the signature of such individual is binding upon
Investor.
h. Investment Experience. The Investor is an "accredited
investor" as that term is defined in Regulation D promulgated by the Securities
and Exchange Commission. The term "Accredited Investor" under Regulation D
refers to:
(i) A person or entity who is a director or executive
officer of the Corporation;
(ii) Any bank as defined in Section 3(a)(2) of the
Securities Act, or any savings and loan association or other institution as
defined in Section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity; any broker or dealer registered pursuant to
Section 15 of the Exchange Act; insurance Corporation as defined in Section
2(13) of the Securities Act; investment Corporation registered under the
Investment Corporation Act of 1940; or a business development Corporation as
defined in Section 2(a)(48) of that Act; Small Business Investment Corporation
licensed by the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; employee
benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974, if the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, savings and loan association,
insurance Corporation, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decision made solely by persons that are accredited
investors;
(iii) Any private business development Corporation as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
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(iv) Any organization described in Section 501(c)(3)
of the Internal Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the
Securities offered, with total assets in excess of $5,000,000;
(v) Any natural person whose individual net worth, or
joint net worth with that person's spouse, at the time of his purchase exceeds
$1,000,000;
(vi) Any natural person who had an individual income
in excess of $200,000 during each of the previous two years or joint income with
that person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year;
(vii) Any trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the Securities
offered, whose purchase is directed by a person who has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the prospective investment; or
(viii) Any entity in which all of the equity owners
are accredited investors.
(ix) As used in this Section 4(g), the term "net
worth" means the excess of total assets over total liabilities. For the purpose
of determining a person's net worth, the principal residence owned by an
individual should be valued at fair market value, including the cost of
improvements, net of current encumbrances. As used in this Section 4(f),
"income" means actual economic income, which may differ from adjusted gross
income for income tax purposes. Accordingly, the undersigned should consider
whether it should add any or all of the following items to its adjusted gross
income for income tax purposes in order to reflect more accurately its actual
economic income: Any amounts attributable to tax-exempt income received, losses
claimed as a limited partner in any limited partnership, deductions claimed for
depletion, contributions to an XXX or Xxxxx retirement plan, and alimony
payments.
7. Restrictions On Transfer/Voting Agreement. The Investor acknowledges
and agrees that the Securities shall be subject to certain restrictions on
transfer for a period of two years and subject to certain voting obligations as
more fully set forth in that Shareholders' Agreement dated on the Closing and
attached hereto as Exhibit C and incorporated herein by reference.
8. Restrictive Legends. Each certificate evidencing the Securities
which the Investor may acquire hereunder or under the Note and any other
securities issued upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event (unless no longer required in the opinion
of the counsel for the Corporation) shall be imprinted with one or more legends
substantially in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
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UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO
REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OTHER THAN
IN CONNECTION WITH TRANSFERS TO AFFILIATES (AS DEFINED IN THE
SHAREHOLDERS' AGREEMENT DATED AS OF JUNE 1, 1999 AMONG PARTIES
INCLUDING THE ORIGINAL HOLDER HEREOF AND THE COMPANY (THE
"SHAREHOLDERS' AGREEMENT")), THE HOLDER OF THESE SHARES MAY BE REQUIRED
TO DELIVER TO THE COMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF
COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY)
TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH
RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED
(OR QUALIFIED).
THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY
OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND
SERIES WILL BE PROVIDED TO EACH STOCKHOLDER WITHOUT CHARGE, UPON
WRITTEN REQUEST.
THE SHARES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND ON VOTING RIGHTS AND
OBLIGATIONS, TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE HEREOF,
AS SET FORTH IN THE SHAREHOLDERS' AGREEMENT, DATED AS OF JUNE 1, 1999.
NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY
UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH
AGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE
RESTRICTIONS SET FORTH IN SUCH AGREEMENT. THE COMPANY WILL MAIL A COPY
OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE UPON THE
COMPANY'S RECEIPT OF A WRITTEN REQUEST THEREFOR.
The Corporation shall be entitled to enter stop transfer notices on its transfer
books with respect to the Securities.
9. Miscellaneous.
a. Notices. Any notice, request or other communication
required or permitted hereunder will be in writing and shall be deemed to have
been duly given if personally delivered or if telecopied or mailed by registered
or certified mail, postage prepaid, at the respective addresses of the parties
as set forth below. Any party hereto may by notice so given change its address
for future notice hereunder. Notice will be deemed to have been given when
personally delivered or when deposited in the mail or telecopied in the manner
set forth above and will be deemed to have been received when delivered.
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(a) If to Jagen Pty Ltd.
0 Xxxxxx Xxxxxx
Xxxxx Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx
Xxxxxxxxx
Telecopier 011 - 613 - 9826 - 5499
with a copy to:
Xxxx Xxxx Xxxx & Freidenrich LLP
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Telecopier (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
(b) if to Xxxxxxx X. Xxxxxxxxx
0 Xxxxxxx Xxx, #0000
UIC Building
Xxxxxxxxx 000000, Xxxxxxxxx
Telecopier (00) 000-0000
with a copy to:
Xxxx Xxxx Xxxx & Freidenrich LLP
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Telecopier (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
(c) if to the Company
U.S. Electricar, Inc.
00000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: President
with a copy to:
Bay Venture Counsel, LLP
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopier (000) 000-0000
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b. Survival. The representations, warranties, covenants and
agreements made herein shall survive the closing of the transactions
contemplated hereby.
c. Successors and Assigns. Except as otherwise expressly
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties.
d. Applicable Law. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.
e. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument. This Agreement may be executed by facsimile.
f. Title and Subtitles. The titles of the Sections and
subsections of this Agreement are for the convenience of reference only and are
not to be considered in construing this Agreement.
g. Attorney's Fees. If any action at law or in equity
(including arbitration) is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary disbursements in addition to any other relief to which it
may be entitled.
h. Waiver. The provisions of this Agreement may be waived,
altered, amended or repealed, in whole or in part, only upon the written consent
of the Corporation and the Investor. No waiver by any party hereto of any breach
of this Agreement by any other party shall operate or be construed as a waiver
of any other or subsequent breach. No waiver by any party hereto of any breach
of this Agreement by any other party hereto shall be effective unless it is in
writing and signed by the party claimed to have waived such breach.
i. Remedies Cumulative; Specific Performance. The rights and
remedies of the parties hereto shall be cumulative (and not alternative). The
parties to this Agreement agree that, in the event of any breach or threatened
breach by the Corporation to this Agreement of any covenant, obligation or other
provision set forth in this Agreement for the benefit of any other party to this
Agreement, such other party shall be entitled (in addition to any other remedy
that may be available to it) to (A) a decree or order of specific performance or
mandamus to enforce the observance and performance of such covenant, obligation
or other provision, and (B) an injunction restraining such breach or threatened
breach.
j. Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith to achieve the closest comparable terms
as is possible. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (a) such provision shall
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be excluded from this Agreement, (b) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (c) the balance of the
Agreement shall be enforceable in accordance with its terms.
k. Venue. Any action, arbitration, or proceeding arising
directly or indirectly from this Agreement or any other instrument or security
referenced herein shall be litigated or arbitrated, as appropriate, in the State
of California.
l. Entire Agreement. This Agreement and the Exhibits,
Schedules and other documents referred to herein constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements regarding the subject matter hereof
existing between the parties hereto are expressly canceled.
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SIGNATURE PAGE TO
SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year hereinabove first written.
INVESTOR
JAGEN PTY, LTD. U.S. ELECTRICAR, INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx Xxxxx
---------------------------- ---------------------------
(Signature) (Signature)
INVESTOR
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
