Exhibit 8
POST-CLOSING AGREEMENT
POST-CLOSING AGREEMENT effective as of September 4, 1998, by and among
Litchfield Continental, Ltd., a British Virgin Islands corporation ("Seller"),
the parent of BIOFARM S.A., a Romanian corporation ("Company"), and GLOBAL SPILL
MANAGEMENT, INC., a Nevada corporation ("Buyer").
Background
On September 4, 1998, the parties hereto executed and exchanged
facsimile signatures (in counterparts, except as to documents requiring only one
signature) of various documents related to the acquisition by Buyer of all
Company stock owned by Seller and various affiliates of Seller. The documents
include an Addendum to Stock Purchase Agreement ("Addendum"); Escrow Agreement
("Escrow Agreement"); Certificate Of Reaffirmation as to Representations And
Warranties ("Certificate"); Convertible, Secured, Non-Negotiable Debenture
("Debenture"); and an opinion of counsel delivered to Buyer by Xxxx Xxxxx
("Opinion"). The parties wish to make certain amendments to said documents as
set forth below, all amendments to be effective as of September 4, 1998.
THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions contained below, and intending to be legally bound, the
parties hereto agree as follows:
Changes to Addendum
1. The Addendum is modified as follows:
(a) Paragraph 2 of the Addendum is amended and restated as follows:
"2. Paragraph 2(b) of the Agreement is amended and restated as
follows:
"(b) Note. The Note shall be executed and delivered
substantially in the form attached to this Agreement as Exhibit
"2(b)" and, in any event, shall contain at least the following
terms:
(1) no interest shall be due or payable on the principal
sum;
(2) the Note shall be non-negotiable and non-transferable,
and shall be non-redeemable;
1
POST-CLOSING AGREEMENT
(3) in lieu of repayment, and subject to the condition
precedent that after a duly noticed special meeting of Buyer's
shareholders shall have occurred at which Buyer's shareholders vote
affirmatively (A) Buyer's shareholders elect Seller's nominees to
Buyer's Board of Directors, and (B) Buyer changes Buyer's corporate
name to "Biofarm, Inc.", Seller may, upon notice to Buyer, and from
time to time for a period of five (5) years from the date of the
Debenture, as such time may be extended indefinitely at Seller's
request to permit Seller to convert any remaining principal balance
of the Note, convert a portion [but not less than two and one half
percent 2.5%] of the original principal sum to Buyer's common stock.
For each two and one half percent (2.5%) of the original principal
sum of the Note so converted, Seller shall receive an amount of
Buyer's common stock sufficient to provide Seller with two percent
(2.0%) of the then issued and outstanding common stock of Buyer,
such that in the aggregate, if the entire principal sum of the Note
is converted on the same date, Seller shall own eighty percent (80%)
of Buyer's issued and outstanding stock based upon the number of
shares thereof outstanding as of the date of and immediately after
conversion. In any event, Seller may not exercise its right of
conversion until after January 31, 1999, and Seller may do so over a
period of five years and only in increments of two and one half
percent (2.5%) of the principal amount of the Note."
(b) New Paragraph 15(a) is added to the Addendum as follows:
15(a).
"Paragraph 4 (c) is amended and restated to read as follows:
"(c) Remedies. In the event of any intentional and material breach
by Seller or Company of any of their respective representations or
warranties in this paragraph 4, Buyer shall have any and all
2
POST-CLOSING AGREEMENT
remedies available at law or in equity, including, but not limited
to, the right to specifically enforce the same. Failure by Buyer to
exercise any remedy available to Buyer shall not operate as a waiver
thereof in any respect."
(c) Paragraph 8 of the Addendum is modified to change the outside
closing date from September 2, 1998 to October 31, 1998.
Changes to Escrow Agreement
2. The first sentence of Paragraph 8(b) of the Escrow Agreement is
amended and restated as follows:
"(b) It is understood that Seller shall provide Capital Securities,
Romania or other licensed securities firm ("Transfer Agent"), with
all documentation necessary or appropriate to effect the transfer of
title to Seller's Stock as required by the Stock Purchase
Agreement."
Changes to Debenture
3. (a) Paragraph 1.1 of the Debenture is amended and restated as
follows:
3
POST-CLOSING AGREEMENT
"1.1 Conversion.
(a) Subject as set forth below, Holder shall have the
right, at Holder's option, at any time or from time to time, to
convert the principal amount hereof or a stated portion thereof in
increments of two and one half percent (2.5%) of the original
principal amount hereof ("Conversion Price") into fully paid and
non-assessable shares of Maker's common stock (hereinafter referred
to as the "Common Stock"), in accordance with this Article One.
(b) Each conversion of two and one half percent (2.5%) of
the principal sum hereof will entitle Holder to receive an amount of
Maker's Common Stock representing two percent (2.0%) of all of
Maker's then issued and outstanding Common Stock on the date of and
immediately after conversion excluding any shares previously issued
pursuant to the exercise of any conversion rights hereunder;
provided, however, no fractional shares shall be issued. Holder may
not exercise its right of conversion until after January 31, 1999,
and Holder may do so over a period of five years and only in
increments of two and one-half percent (2.5%) of the principal
amount of this Debenture."
(b) The first sentence of Paragraph 1.2 of the Debenture is amended
and restated as follows:
"(a) In order to exercise the conversion privilege, Holder shall
notify Escrow Agent (as defined in Paragraph 4.2 hereof) in writing
that Holder elects to convert the stated principal amount hereof, or
any portion thereof constituting at least two and one half percent
(2.5%) thereof."
4
POST-CLOSING AGREEMENT
Changes to Certificate
4. The third paragraph of the Certificate is amended and restated as
follows:
"There is no intentional and material breach of, or default under,
or the occurrence of any event or condition which, with the giving
of notice or the lapse of time or both, would constitute a material
breach of, or default under, the Seller's or Company's
representations, warranties, covenants and agreements contained in
the Agreement; and"
Changes to Opinion of Counsel
5. Numbered paragraph 2 of the Opinion is amended and restated as
follows:
"(2) The authorized Stock of Company consists of 35,967,878 shares
of one class of common stock, of which 35,967,878 shares are issued
and outstanding and of which approximately eighty-seven percent
(87%) are currently owned, legally or beneficially, by Seller or by
Controlled Companies (as such term is defined in the Agreement).
Certificates or other appropriate documentation representing all
Stock so transferred have been duly endorsed for transfer or have
had appropriate stock powers attached and, upon delivery of such
documents to the transfer agent for Company and processing of such
documents by the transfer agent, Company and the Romanian Securities
Registrar, Buyer shall obtain full and complete title thereto with
all rights of ownership. There is no preferred stock of Company
authorized, issued or outstanding;"
6. All documents referenced in the introduction to the Opinion and not
otherwise dated are hereby dated September 4, 1998.
7. Except as set forth herein, the documents amended above shall remain
in full force and effect.
5
POST-CLOSING AGREEMENT
IN WITNESS WHEREOF, the parties have executed and delivered this
Addendum this ___ day of September, 1998, effective as of the date first written
above.
LITCHFIELD CONTINENTAL, LTD.
BY: /s/ Xxxxx X. Xxxxxxxxx (SEAL)
----------------------
Its: President
/s/ September 14, 1998
BIOFARM S.A.
BY: /s/ Xxxxx X. Xxxxxxxxx (SEAL)
----------------------
Its: President
/s/ September 14, 1998
GLOBAL SPILL MANAGEMENT, INC.
BY: /s/ Xxxxx Esrine (SEAL)
----------------------
Its: Vice-President
/s/ September 5, 1998
/s/ Xxxx Xxxxx (SEAL)
-----------------------------------
XXXX XXXXX (as to change to opinion
of counsel, only)
6
POST-CLOSING AGREEMENT
STATE OF ______
COUNTY OF
On the ____ day of __________, 199_ before me, the undersigned officer,
personally appeared ________________________, known to me (satisfactorily
proven) to be the ___________________ of Litchfield Continental, Ltd., a
corporation, whose name is subscribed to the within instrument, and acknowledged
that (s)he has the authority to sign on behalf of Litchfield Continental, Ltd.,
and that (s)he has executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------
Notary Public
My Commission Expires:
STATE OF ______
COUNTY OF
On the ____ day of __________, 199_ before me, the undersigned officer,
personally appeared ________________________, known to me (satisfactorily
proven) to be the ___________________ of Biofarm S.A., a corporation, whose name
is subscribed to the within instrument, and acknowledged that (s)he has the
authority to sign on behalf of Biofarm S.A., and that (s)he has executed the
same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------
Notary Public
My Commission Expires:
