CLOSING AGREEMENT
THIS AGREEMENT is made this 17th day of December, 1997, by and between
Fronteer Financial Holdings, Ltd. ("Fronteer"), Xxxx Xxxx Finance Company
Limited ("Xxxx Xxxx"), Xxxx Xxxx Capital [S] Private Limited ("Capital") and the
undersigned Shareholders of Fronteer.
NOW, THEREFORE, it is hereby agreed as follows:
1. Acknowledgement. The parties hereto have entered into a series of
agreements of even date herewith, including (without limitation) five Stock
Purchase Agreements, a $4,000,000.00 10% Convertible Debenture Purchase
Agreement, an Escrow Agreement and a Security Agreement (collectively, the
"Contracts"). Although the Contracts may be among different parties, the
Contracts, taken together, are intended to evidence two transactions.
2. Stock Purchases. The selling Shareholders have agreed, upon satisfaction
of certain conditions, to sell to Capital the following shares of Fronteer at a
price of $.88 per share: Xxxxxx X. Xxxxxxx ("Xxxxxxx"), 3,869,038 shares; Xxxxxx
X. Xxxx, 471,667 shares; Xxxxxxx Xxxxxxxxxxx, 176,218 shares; and, Xxxxxx X.
Xxxxxxxx, 176,218 shares. At the first Closing, Capital shall purchase all of
the referenced shares from the Shareholders, excepting Xxxxxxx, for a total
purchase price of $1,000,000.32, as follows: Xxxxxx X. Xxxxxxx, 312,261 shares
for $274,789.68; Xxxxxx X. Xxxx, 471,667 shares for $415,066.96; Xxxxxxx
Xxxxxxxxxxx, 176,218 shares for $155,071.84; and, Xxxxxx X. Xxxxxxxx, 176,218
shares for $155,071.84. The remaining shares to be sold to Capital by Xxxxxxx
shall be held in trust pursuant to the Escrow Agreement, until final approval
(or denial) of the proposed change in control of RAF Financial Corp. is received
from the National Association of Securities Dealers, Inc. ("NASD") pursuant to
Rule 1018 of the NASD Membership and Registration Rules and from any other
regulatory authorities.
3. Resignations. Contemporaneous with the first stock purchase, Xxxxxxx,
Xxxxxx X. Xxxx and Xxxxxx Xxxxx shall execute Resignations from the Boards of
Directors of Fronteer and its subsidiaries in the forms of Exhibit "A" and
Exhibit "B", which Agreements shall be delivered, in escrow, to Escrow Agent.
These Resignations shall be effective only upon the purchase by Capital of the
balance of Xxxxxxx'x stock to be sold to Capital, as described in the preceding
paragraph.
4. Contemporaneous Conditions. The parties agree that the Contracts are
intended to be closed in two transactions, the first being the purchase of
1,136,364 shares of Fronteer stock from Shareholders and purchase of the
$4,000,000.00 Debenture, and the second (subject to NASD approval) being the
purchase of 3,556,777 shares of Fronteer stock from Xxxxxxx and the grant of the
option to purchase an additional debenture from Fronteer for $11,000,000.00. In
each transaction, the conditions of every Contract to be closed in that
transaction shall be a contemporaneous requirement of all such Contracts.
5. Cooperation. The parties agree to cooperate with one another and to
execute any other documents that may be necessary or desirable to effectuate the
agreed common purpose of the parties hereto, without unreasonable delay or
additional compensation.
6. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, representatives,
successors and assigns, but no selling party may assign, delegate or otherwise
transfer any of such party's rights, duties or obligations under any Contract
without the written consent of the purchasing party.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective on the day and year first above written.
FRONTEER:
FRONTEER FINANCIAL HOLDINGS, LTD.,
a Colorado corporation
By: /s/ X. X. Xxxxxxx, Xx.
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XXXX XXXX:
XXXX XXXX FINANCE COMPANY LIMITED
a Hong Kong corporation
By: /s/ Xxx X. Xxxx
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Director
CAPITAL:
XXXX XXXX CAPITAL [S] PRIVATE LIMITED
a Singapore corporation
By: /s/ Xxxx Xxx Xxxx
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Director
SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxx Xxxxxxx Xxxxxxxxxxx
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EXHIBIT "A"
RESIGNATION
Following the second closing of the sale by Xxxxxx X. Xxxxxxx of his stock
in Fronteer Financial Holdings, Ltd. ("Fronteer") to Xxxx Xxxx Capital [S]
Private Limited ("Capital") as described in paragraph 2 of the Contemporaneous
Closing Agreement, the undersigned Shareholder hereby resigns from the Board of
Directors of Fronteer and all of its subsidiaries.
SHAREHOLDER:
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Xxxxxx Xxxxx Date
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EXHIBIT "B"
RESIGNATION
Upon compliance with Rule 14F, following the second closing of the sale by
Xxxxxx X. Xxxxxxx of his stock in Fronteer Financial Holdings, Ltd. ("Fronteer")
to Xxxx Xxxx Capital [S] Private Limited ("Capital") as described in paragraph 2
of the Contemporaneous Closing Agreement, the undersigned Shareholders hereby
resign from the Board of Directors of Fronteer and all of its subsidiaries.
SHAREHOLDERS:
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Xxxxxx X. Xxxxxxx Date
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Xxxxxx X. Xxxx Date
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