INSIDE HOLDINGS INC.
Xxxxx 0000 -000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
May 22, 2002
SHEP Limited ("SHEP")
Ifield Technology Limited ("Ifield")
Euro Capital Markets Ltd. ("Euro")
Marshalsea Hydraulics Limited
Executive Pension Scheme ("Marshalsea")
c/o Xxxxxx Xxxxx
Primary Capital Group
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X.
X0X 0X0
Dear Sirs:
Re: Agreement for Acquisition of Issued Shares of SHEP Limited
---------------------------------------------------------------
Inside Holdings Inc. ("Inside") is a Yukon corporation, reporting in British
Columbia (the "Reporting Jurisdiction"). SHEP is an Isle of Man company which
is in the process of purchasing certain intellectual property, together with
Ifield assets which includes inventory of pumps, parts and equipment, (the
"Ifield Intellectual Property") pertaining to stored hydraulic energy propulsion
systems from Ifield.
Contingent upon the completion of SHEP's purchase of the Ifield Intellectual
Property, Inside wishes to purchase all of the issued and outstanding SHEP
shares (the "SHEP Shares") from Ifield, Euro and Marshalsea (collectively, the
"SHEP Shareholders"), subject to the most favourable resolution of relevant
taxation, corporate and securities law issues (the "Acquisition").
In consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party, the parties hereto hereby covenant
and agree to the following terms and conditions in respect of the Acquisition:
1. Acquisition
-----------
1.1 Subject to Section 1.2 below, Inside agrees to purchase by way of a
share exchange the SHEP Shares from the SHEP Shareholders and each of the SHEP
Shareholders agree to sell the SHEP Shares to Inside by way of a share exchange,
upon and subject to the terms and conditions of this Letter Agreement.
1.2 The Acquisition is currently structured as a purchase of the SHEP Shares
by Inside by way of a share exchange; however, it may be revised to be carried
out by way of an amalgamation, plan of arrangement, merger or other form of
business combination involving the companies if, after
- 2 -
considering applicable corporate, taxation, and securities laws, SHEP and Inside
agree that a different structure is preferable.
2. Purchase Price
---------------
2.1 As consideration for the purchase of the SHEP Shares, at the closing
(the "Closing"), Inside will issue to the SHEP Shareholders one common share in
the capital of Inside (the "Inside Shares") for each issued SHEP Share. The
total SHEP Shares and Inside Shares to be exchanged by and with each SHEP
Shareholder is set out in Schedule "A" attached hereto.
2.2 The deemed issue price per Inside Share shall be $ 0.50 per share
Canadian.
2.3 SHEP acknowledges that the Inside Shares to be issued to the SHEP
Shareholders by Inside hereunder will be subject to restrictions on resale under
applicable Canadian and United States securities laws, rules, regulations and
policies and the requirements of any regulatory authority having jurisdiction,
including, without limitation, the requirements for the appropriate legending of
certificates representing securities to be acquired by the SHEP Shareholders.
3. Financing Obligations
----------------------
3.1 On or before the Closing Date, Inside will have raised a minimum of
$500,000, all or part of which may be loaned to SHEP on or prior to Closing,
such loans may be secured by the assets and intellectual property of SHEP
pursuant to documentation satisfactory to Inside.
3.2 Inside will use its best efforts to raise an additional $1,000,000 as
soon as practicable after the Closing.
3.3 Each of the parties hereto acknowledges and agrees that SHEP is under no
obligation pursuant to this Letter Agreement to arrange for equity or debt
financing on or before the Closing Date.
4. Directors
---------
4.1 Effective at the Closing, the board of directors of Inside will consist
of 5 members, being two Inside designees and the balance being SHEP designees,
and any remaining directors of Inside will resign.
4.2 All designees for directors must be eligible as directors under the
Bermuda Act.
4.3 SHEP agrees as soon as practicable to (a) advise Inside of the names of
its designees and (b) provide Inside with all documentation in respect of such
designees required by regulatory authorities in connection with the completion
of, and the regulatory approvals, if any, for, the Acquisition.
- 3 -
5. Representations by SHEP and the SHEP Shareholders
-------------------------------------------------------
5.1 SHEP and each of the SHEP Shareholders jointly and severally represent
and warrant to Inside as follows:
(a) each of SHEP and the Subsidiaries (as defined herein), is a company duly
incorporated, organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation;
(b) SHEP does not own, beneficially or as registered holder, any shares in the
capital of any corporation, other than as set out in Schedule "B" hereto
and on the Closing Date SHEP Technologies Inc., a corporation existing
under the laws of Delaware, shall be a wholly owned subsidiary of SHEP
(collectively, the "Subsidiaries");
(c) as of the date hereof, SHEP has an authorized capital of 0000 xxx pound
ordinary shares of which 1000 are issued; and on or before the Closing Date
SHEP shall have completed a subdivision of its authorized capital into
20,000,000 shares of which 10,600,000 will be issued prior to the
completion of the Acquisition;
(d) there are existing no options, warrants or other convertible securities
issued or outstanding which entitle the holder to purchase shares or any
other securities of SHEP;
(e) the authorized and issued share capital of each of the Subsidiaries is as
set out in Schedule "B";
(f) as of the date hereof, the Subsidiaries have no options, warrants or other
convertible securities issued or outstanding which entitle the holder to
purchase shares or any other securities of the Subsidiaries;
(g) neither the constating documents of SHEP nor the constating documents of
the Subsidiaries have been altered since their respective incorporations
or, if they have been, all such alterations are contained and reflected in
the minute books of SHEP and the Subsidiaries;
(h) all of the material transactions of SHEP and the Subsidiaries have been
promptly and properly recorded or filed in or with the books or records of
SHEP or the Subsidiaries and the minute books of SHEP and the Subsidiaries
contain all records of the meetings and proceedings of shareholders and
directors of SHEP and the Subsidiaries since their incorporations;
(i) each of the SHEP Shareholders other than Marshalsea Hydraulics
LimitedPension Executive Fund Scheme, is a company duly incorporated,
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Euro has a representative office in British
Columbia;
(j) Marshalsea Hydraulics Limited Executive Pension Fund Scheme is a duly
constituted pension scheme under the Pension Act (United Kingdom);
(k) the SHEP Shareholders legally and beneficially own all of the SHEP Shares
and all of the SHEP Shares are free and clear of all encumbrances or
adverse interests;
(l) each of the SHEP Shareholders and SHEP has full power and capacity to enter
into this Letter Agreement and to carry out its obligations hereunder;
- 4 -
(m) each of the SHEP Shareholders and SHEP has good and sufficient right to
enter into this Letter Agreement and to carry out its obligations
hereunder, including the transfer of the SHEP Shares by the SHEP
Shareholders to Inside as provided herein, free and clear of all
encumbrances or adverse interests;
(n) SHEP and/or the Subsidiaries is the registered and beneficial owner of all
of the property and the assets (the "Assets") listed on Schedule "C" hereto
and has good and marketable title to the Assets free and clear of all
liens, charges and encumbrances of any kind whatsoever save and except for
those specified as "Permitted Encumbrances" on Schedule "C" to this Letter
Agreement and such Assets represent all of the property and assets used by
SHEP and which are necessary or useful in the conduct of its business;
(o) except as disclosed on Schedule "C" herein as "Permitted Encumbrances",
SHEP and/or the Subsidiaries will on the Closing Date be the beneficial
owner free and clear of all liens, charges and encumbrances, of the
trademarks, trade names, business names, inventions, patents, trade
secrets, drawings, know-how, copyrights, software, service marks, brand
names, industrial designs and all other industrial or intellectual property
owned or used by SHEP or the Subsidiaries in carrying on their businesses
and all applications therefor and all goodwill connected therewith
(collectively, the "Intellectual Property") included on Schedule "C" to
this Letter Agreement which Intellectual Property constitutes all of the
Intellectual Property of SHEP and the Subsidiaries and the Ifield
Intellectual Property and the Intellectual Property comprises all of the
intellectual property necessary to conduct SHEP's business and all
products, technology, know-how, drawings, patents, trade secrets, software
and applications provided that on terms satisfactory to SHEP and Inside,
SHEP will grant to Ifield the right to the manufacturing and sale of the
existing Ifield pump or industrial applications that do not conflict with
the SHEP product. For the avoidance of doubt, industrial applications shall
not include any form of transport application including motorized vehicles,
trains and elevators;
(p) except as disclosed on Schedule "C" to this Letter Agreement or elsewhere
in this Letter Agreement, no person has been granted any interest in or
right to use all or any portion of the Intellectual Property and SHEP is
not aware of a claim of any infringement or breach of any industrial or
intellectual property rights of any other person by SHEP, nor has SHEP
received any notice that the conduct of the business, including the use of
the Intellectual Property, infringes upon or breaches any industrial or
intellectual property rights of any other person, and SHEP, after
conducting a diligent and comprehensive investigation of all records in
their possession, is not aware of any infringement or violation of any of
their rights in the Intellectual Property;
(q) to the best of the knowledge, information and belief of each of SHEP and
the SHEP Shareholders, the conduct of SHEP's business and of the
Subsidiaries' business does not infringe upon the patents, trademarks,
licences, trade names, business names, copyright or other industrial or
intellectual property rights, domestic or foreign, of any other person and
SHEP is not aware of any state of facts that casts doubt on the validity or
enforceability of any of the Intellectual Property;
(r) to the best of the knowledge, information and belief of each of SHEP and
the SHEP Shareholders, the contracts and agreements included in Schedule
"D" to this Letter Agreement (collectively, the "Material Contracts")
constitute all the Material Contracts and agreements of SHEP and the
Subsidiaries except for the Material Contracts that comprise or relate to
the Intellectual Property all of which such Material Contracts are listed
on Schedule "C" to this Letter Agreement;
- 5 -
(s) except as is noted on Schedules "C" and "D" to this Letter Agreement, the
Material Contracts are in good standing in all respects and not in default
in any respect;
(t) except as is noted on the appropriate Schedule to this Letter Agreement,
all of the Material Contracts can be terminated by SHEP on not more than
one month's notice;
(u) there are no actions, suits or proceedings, pending or threatened against
or affecting any of the SHEP Shareholders, or SHEP, the Subsidiaries, or
any of their respective principals, at law or in equity, or before or by
any federal, provincial, municipal or other governmental department,
commission, board, bureau or agency, domestic or foreign, and each of the
SHEP Shareholders, SHEP and the Subsidiaries is not aware of any existing
ground on which any such action, suit or proceeding might be commenced with
any reasonable likelihood of success;
(v) neither the execution and delivery of the Letter Agreement nor the
consummation of the transactions contemplated by the Letter Agreement will
conflict with, result in a breach of or accelerate the performance required
by any agreement to which either of the SHEP Shareholders or SHEP is a
party;
(w) the unaudited financial statements of SHEP for the period ended December
31, 2001, and the unaudited financial statements of SHEP for the interim
period ended March 31 , 2002 (collectively the "SHEP Financial Statements")
are true and correct in every material respect and present fairly and
accurately the financial position and results of the operations of SHEP for
the periods then ended and the SHEP Financial Statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis;
(x) the books and records of SHEP disclose all material financial transactions
of SHEP since incorporation, and such transactions have been fairly and
accurately recorded;
(y) except as disclosed in the SHEP Financial Statements:
(i) no dividends or other distributions of any kind whatsoever on any
shares in the capital of SHEP have been made, declared or authorized;
(ii) except as disclosed in the SHEP Financial Statements, SHEP is not
indebted to the SHEP Shareholders or any one of them;
(iii) none of the SHEP Shareholders or any other officer, director or
employee of SHEP is indebted or under obligation to SHEP on any
account whatsoever; and
(iv) SHEP has not guaranteed or agreed to guarantee any debt, liability or
other obligation of any kind whatsoever of any person, firm or
corporation of any kind whatsoever;
(z) there are no material liabilities of SHEP, whether direct, indirect,
absolute, contingent or otherwise, which are not disclosed or reflected in
the Material Contracts or the SHEP Financial Statements except those
incurred in the ordinary course of business of SHEP since March 31, 2002
and such liabilities are recorded in the books and records of SHEP;
(aa) since March 31, 2002:
- 6 -
(i) there has not been any material adverse change of any kind whatsoever
in the financial position or condition of SHEP or any damage, loss or
other change of any kind whatsoever in circumstances materially
affecting the business or Assets of SHEP or the right or capacity of
SHEP to carry on its business;
(ii) SHEP has not waived or surrendered any right of any kind whatsoever of
material value;
(iii) except as permitted under this Letter Agreement, SHEP has not
discharged, satisfied or paid any lien, charge or encumbrance of any
kind whatsoever or obligation or liability of any kind whatsoever
other than current liabilities in the ordinary course of its business;
and
(iv) except for the purchase of the Ifield Intellectual Property for
approximately 225,000 (subject to adjustment), the business of SHEP
has been and will be carried on in the ordinary course;
(bb) the directors, officers and key employees of SHEP and all of their
compensation arrangements with SHEP, whether as directors, officers or
employees of, or as independent contractors or consultants to, SHEP, are as
listed on Schedule "D" to this Letter Agreement;
(cc) no payments of any kind whatsoever have been made or authorized by SHEP
since March 31, 2002 to or on behalf of the SHEP Shareholders or any one of
them or to or on behalf of any of the directors, officers or key employees
of SHEP except in accordance with those compensation arrangements specified
on Schedule "D" to this Letter Agreement or except as contemplated by this
Letter Agreement;
(dd) there are no pensions, profit sharing, group insurance or similar plans or
other deferred compensation plans of any kind whatsoever affecting SHEP
other than those specified on Schedule "D" to this Letter Agreement;
(ee) SHEP is not now, and has never been, a party to any collective agreement
with any labour union or other association of employees of any kind
whatsoever;
(ff) as of the Closing Date, SHEP will have made all collections, deductions,
remittances and payments of any kind whatsoever and filed all reports and
returns required by it to be made or filed under the provisions of all
applicable statutes requiring the making of collections, deductions,
remittances or payments of any kind whatsoever in those jurisdictions in
which SHEP carries on business;
(gg) to the best of the knowledge, information and belief of each of the SHEP
Shareholders, SHEP is not in breach of any law, ordinance, statute,
regulation, by-law, order or decree of any kind whatsoever;
(hh) neither SHEP nor the SHEP Shareholders nor any one of them has incurred any
liability for brokers' or finders' fees of any kind whatsoever with respect
to this Letter Agreement or any transaction contemplated under this Letter
Agreement; and
(ii) the facts which are the subject of the representations and warranties of
SHEP and the SHEP Shareholders contained in this Letter Agreement disclose
all material facts known to SHEP and the SHEP Shareholders which are
material and relevant to their obligations hereunder or which might prevent
any of them from meeting their obligations under this Letter Agreement.
- 7 -
6. Representations by Inside
---------------------------
6.1 Inside represents and warrants to SHEP and the SHEP Shareholders as
follows:
(a) Inside is a company duly incorporated, organized, validly existing and in
good standing under the laws of the Yukon Territory;
(b) as of the date hereof, Inside has:
(i) an authorized capital of 100,000,000 common shares without par value,
of which 9,734,700 common shares are issued and outstanding;
(ii) no options, warrants or other convertible securities issued or
outstanding which entitle the holder to purchase shares or any other
securities of Inside except as publicly disclosed or contemplated
hereby;
(c) the constating documents of Inside have not been altered since its
incorporation or, if they have been, all such alterations are contained and
reflected in the minute books of Inside;
(d) all of the material transactions of Inside have been promptly and properly
recorded or filed in or with the books or records of Inside and the minute
books of Inside contain all records of the meetings and proceedings of
shareholders and directors of Inside since its incorporation;
(e) Inside has full power and capacity to enter into this Letter Agreement and
to carry out its obligations hereunder;
(f) Inside has good and sufficient right to enter into this Letter Agreement
and to carry out its obligations hereunder, including the issuance of
Inside Shares to the SHEP Shareholders, free and clear of all encumbrances
or adverse interests;
(g) neither the execution and delivery of this Letter Agreement nor the
consummation of the transactions contemplated by this Letter Agreement will
conflict with, result in a breach of or accelerate the performance required
by any agreement to which Inside is a party;
(h) there are no actions, suits or proceedings, pending or threatened against
or affecting Inside at law or in equity, or before or by any federal,
provincial, municipal or other governmental department, commission, board,
bureau or agency, domestic or foreign, and Inside is not aware of any
existing ground on which any such action, suit or proceeding might be
commenced with any reasonable likelihood of success;
(i) Inside is a "reporting issuer" within the meaning of the securities laws of
the Reporting Jurisdiction and is registered under section 12(g) of the
United States Securities Xxxxxxxx Xxx 0000, as amended, is not in default
of any requirement of any applicable securities laws and no regulatory
authority having jurisdiction has issued any order preventing or suspending
trading of any securities of Inside and Inside is entitled to avail itself
of the applicable prospectus exemptions available under applicable
securities laws in the Reporting Jurisdiction and the United States in
respect of the issuances of shares contemplated in this Letter Agreement;
- 8 -
(j) the audited financial statements of Inside for the period ended April 30,
2001, and the unaudited financial statements of Inside for the interim
periods ended July 31, 2001, October 31, 2001 and January 31, 2002
(collectively the "Inside Financial Statements") are true and correct in
every material respect and present fairly and accurately the financial
position and results of the operations of Inside for the periods then ended
and the Inside Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis;
(k) the books and records of Inside disclose all material financial
transactions of Inside since incorporation, and such transactions have been
fairly and accurately recorded;
(l) except as disclosed in the Inside Financial Statements:
(i) no dividends or other distributions of any kind whatsoever on any
shares in the capital of Inside have been made, declared or
authorized;
(ii) except as disclosed in the Inside Financial Statements, Inside is not
indebted to any shareholders of Inside (the "Inside Shareholders") or
any one of them;
(iii) none of the Inside Shareholders or any other officer, director or
employee of Inside is indebted or under obligation to Inside on any
account whatsoever; and
(iv) Inside has not guaranteed or agreed to guarantee any debt, liability
or other obligation of any kind whatsoever of any person, firm or
corporation of any kind whatsoever;
(m) there are no material liabilities of Inside, whether direct, indirect,
absolute, contingent or otherwise, which are not disclosed or reflected in
the Inside Financial Statements except those incurred in the ordinary
course of business of Inside since January 31, 2002 and such liabilities
are recorded in the books and records of Inside;
(n) since January 31, 2002:
(i) there has not been any material adverse change of any kind whatsoever
in the financial position or condition of Inside or any damage, loss
or other change of any kind whatsoever in circumstances materially
affecting the business or its assets or the right or capacity of
Inside to carry on its business;
(ii) Inside has not waived or surrendered any right of any kind whatsoever
of material value;
(iv) the business of Inside has been carried on in the ordinary course;
(o) to the best of the knowledge, information and belief of Inside, the
following disclosure documents of Inside:
(i) the Inside Financial Statements;
(ii) the management information circular for Inside's 2001 annual general
meeting held October 17, 2001;
(iii) all press releases and material change reports issued by Inside after
September 20, 2001;
- 9 -
(iv) Form 20-F (the "Form 20-F") dated September 20, 2001 for the fiscal
year ended April 30, 2001;
(v) Forms 6-K dated September 20, 2001 in respect of the management
information circular and the quarterly report for the three months
ended July 31, 2001;
(vi) Form 6-K dated December 13, 2001;
(vii) Form GK dated January 11, 2002;
(viii) Form 6-K dated March 1, 2002;
(ix) Form 6-K dated March 19, 2002;
were, at their respective dates of issue or publication, true and correct
in all material respects, contained no misrepresentations and were prepared
in accordance with and complied with the laws, regulations, policy
statements and rules applicable thereto;
(p) Inside has filed with all applicable securities and regulatory authorities
(including exchanges and markets) all information and documents required to
be filed with such authorities (the "Public Record") and the statements set
forth in the Public Record are true, correct and complete and do not
contain any misrepresentation as of the dates on which they were made and
Inside has not filed any confidential material change reports or similar
reports;
(q) Intentionally omitted
(r) Inside has no employees;
(s) to the best of the Inside's knowledge, information and belief, Inside is
not in breach of any law, ordinance, statute, regulation, by-law, order or
decree of any kind whatsoever including with regard to any matters
pertaining to environmental matters;
(t) to the best of Inside's knowledge, information and belief, Inside has
complied with any and all rules, regulations and policies and any and all
regulatory authorities, agencies and commissions having jurisdiction over
Inside or to which Inside may be subject including with regard to any
matters pertaining to environmental matters;
(u) to the best of Inside's knowledge, information and belief, Inside is not
liable under any environmental rules, regulations, policies, laws,
ordinances, statues, regulations, orders, or decrees; and
(v) the facts which are the subject of the representations and warranties of
Inside contained in this Letter Agreement disclose all material facts known
to Inside which are material and relevant to its obligations hereunder or
which might prevent it from meeting its obligations under this Letter
Agreement.
7. Definitive Agreement
---------------------
7.1 The parties will proceed diligently and in good faith to complete all
transactions contemplated in this Letter Agreement as soon as practicable.
- 10 -
7.2 The parties will, acting reasonably, negotiate and settle the terms of a
definitive agreement (the "Definitive Agreement") for the Acquisition and the
other transactions contemplated herein (including any amalgamation, plan of
arrangement, merger or other form of business combination involving the two
companies as contemplated hereby) for execution within 30 days of the date of
execution of this Letter Agreement, and in any case, on or before the Closing
Date.
7.3 Upon execution, the Definitive Agreement will supercede this Letter
Agreement but unless and until such Definitive Agreement is entered into, this
Letter Agreement will be binding upon and enforceable against the parties in
accordance with its terms.
7.4 The Definitive Agreement will contain terms and conditions as set out in
this Letter Agreement and such other terms, conditions, covenants,
representations and warranties and indemnities, not inconsistent with this
Letter Agreement as are normal for transactions of the nature of the
Acquisition.
8. Conditions Precedent
---------------------
Mutual Conditions
------------------
8.1 The parties' obligations to complete the transactions contemplated in
this Letter Agreement are subject to satisfaction of the following conditions
and such other conditions as may be included in the Definitive Agreement on or
before the Closing Date:
(a) Inside will have raised $500,000 in accordance with section 3.1;
(b) Inside will have been continued from the laws of the Yukon Territory to the
laws of Bermuda;
(c) all necessary approvals of the respective directors of Inside and SHEP will
have been obtained;
(d) no adverse material change will have occurred in the business, affairs,
financial condition or operations of Inside or SHEP;
(e) all proposed issuances of shares or sales of shares will be exempt from the
prospectus requirements of applicable securities legislation;
(f) all necessary approvals of, and filings with the regulatory authorities to
transactions contemplated hereby will have been obtained;
(g) the parties will have performed all covenants and conditions set out in the
Definitive Agreement on or before the Closing Date; and
(h) the representations and warranties of the parties in the Definitive
Agreement will be true and correct in all material respects at the Closing
Date.
Conditions solely for the benefit of SHEP and the SHEP Shareholders
-----------------------------------------------------------------------------
8.2 The obligations of SHEP to complete the transactions contemplated in
this Letter Agreement are subject to satisfaction of the following conditions
and such other conditions as may be included in the Definitive Agreement on or
before the Closing Date:
(a) SHEP and the SHEP Shareholders will be satisfied with the results of their
respective due diligence reviews in connection with the transactions
contemplated hereby;
- 11 -
(b) SHEP will have completed the acquisition from Ifield of the Ifield
Intellectual Property listed in Schedule C hereto, provided that if the
acquisition is not completed, such failure to complete shall not be a
result of any act or omission of Ifield or SHEP;
(c) the Inside Shares to be issued to the SHEP Shareholders will have been
validly allotted and issued as fully paid and non-assessable common shares;
(d) members of Inside's Board of Directors identified by SHEP will have
resigned in accordance with Section 4.1;
(e) Inside will have entered effective on the Closing Date into employment
agreements with certain members of SHEP's management requested by Inside
(which agreements will include, among other things, stock options grants
and restrictive covenants and otherwise be on terms applicable to Inside);
and
(f) the representations and warranties of Inside set out in Article 6 hereof
shall be true and correct on and as of Closing with the same force and
effect as if made on Closing.
Conditions solely for the benefit of Inside
-------------------------------------------------
8.3 The obligations of Inside to complete the transactions contemplated in
this Letter Agreement are subject to satisfaction of the following conditions
and such other conditions as may be included in the Definitive Agreement on or
before the Closing Date:
(a) Inside will be satisfied with the results of its due diligence reviews in
connection with the transactions contemplated hereby;
(b) Inside will have received from SHEP and the SHEP Shareholders such
valuations and technical reports, legal opinions, feasibility and/or
engineering studies or reports, financial statements, audited or otherwise,
and other documents pertaining to SHEP as SHEP may have in its possession
or control;
(c) SHEP, together with its subsidiaries, shall have at most a working capital
deficiency of $225,000; and
(d) the representations and warranties of SHEP and the SHEP Shareholders set
out in Article 5 hereof shall be true and correct on and as of Closing with
the same force and effect as if made on Closing.
8.4 In the event that the conditions are not satisfied or waived by the
parties to whom they are a benefit prior to the Closing Date, or any earlier
date contemplated herein, this Letter Agreement will terminate and be of no
further force or effect on the Closing Date, or such earlier date, except for
the provisions of Section 12. Forthwith following termination, the parties will
return all confidential information and will have no further obligations to any
other parties other than those, which have accrued up to the date of
termination.
9. Closing, Survival of Representations and Warranties and Indemnities
-------------------------------------------------------------------------
9.1 Closing will be at the offices of DuMoulin Black, 10th Floor, 595 Xxxx
Street, Vancouver, British Columbia, at 10:00 a.m. (Vancouver time) June 28,
2002 (the "Closing Date"), or such other place or date as may be mutually agreed
by the parties.
- 12 -
9.2 The representations and warranties of Inside in this Letter Agreement as
well as the covenants and indemnities given by it in this Letter Agreement shall
survive the Closing jointly and severally and in particular, shall survive
notwithstanding any investigation made by SHEP or the SHEP Shareholders prior to
the Closing Date, and shall not merge with any deed, conveyance or other
transfer instrument or other agreement giving effect hereto and shall survive
the Closing and shall survive in full force and effect for the period during
which SHEP or the SHEP Shareholders may claim indemnity with respect thereto as
set out in Section 9.3 herein.
9.3 Without prejudice to any other remedy available to SHEP or the SHEP
Shareholders at law or in equity or any other specific indemnity provided for
elsewhere in this Letter Agreement with respect to any specific matter or thing,
Inside shall after the Closing indemnify and save harmless SHEP or the SHEP
Shareholders from and against all losses, judgments, amounts paid in settlement
of actions or claims, liabilities (whether accrued, actual, contingent or
otherwise), claims, costs, deficiencies, damages, expenses (including but not
limited to legal fees and disbursements on a solicitor and his own client
basis), demands and injury in any manner accruing from, arising out of or with
respect to or relating to any representation or warranty contained herein being
untrue or incorrect or the failure of Inside to observe or perform any of their
obligations pursuant hereto, provided however that no indemnity hereunder shall
be sought unless written notice of a claim for indemnity and the reasons for
which the indemnity is sought is provided to Inside and such notice is given by
SHEP or the SHEP Shareholders before the expiration of two years from the
Closing Date.
9.4 The representations and warranties of SHEP and the SHEP Shareholders in
this Letter Agreement as well as the covenants and indemnities given by SHEP and
the SHEP Shareholders in this Letter Agreement shall survive the Closing jointly
and severally and in particular shall survive notwithstanding any investigation
made by Inside prior to the Closing Date, and shall not merge with any deed,
conveyance or other transfer instrument or other agreement giving effect hereto
and shall survive the Closing and shall survive in full force and effect for the
period during which Inside may claim indemnity with respect thereto as set out
in Section 9.5 herein.
9.5 Without prejudice to any other remedy available to Inside at law or in
equity or any other specific indemnity provided for elsewhere in this Letter
Agreement with respect to any specific matter or thing, SHEP and the SHEP
Shareholders shall after the Closing jointly and severally indemnify and save
harmless Inside from and against all losses, judgments, amounts paid in
settlement of actions or claims, liabilities (whether accrued, actual,
contingent or otherwise), claims, costs, deficiencies, damages, expenses
(including but not limited to legal fees and disbursements on a solicitor and
his own client basis), demands and injury in any manner accruing from, arising
out of or with respect to or relating to any representation or warranty
contained herein being untrue or incorrect or the failure of SHEP or the SHEP
Shareholders to observe or perform any of their respective obligations pursuant
hereto, provided however that no indemnity hereunder shall be sought unless
written notice of a claim for indemnity and the reasons for which the indemnity
is sought is provided to SHEP or the SHEP Shareholders and such notice is given
by Inside before the expiration of two years from the Closing Date.
9.6 On or before May 31, 2002, SHEP and the SHEP Shareholders will prepare
and deliver to Inside, or cause to be prepared and delivered to Inside, audited
consolidated financial statements for SHEP's fiscal year ended December 31,
2001.
9.7 As soon as reasonably practicable after the completion of the audited
financial statements of Inside's fiscal year ended April 30, 2002, Inside will
deliver such financial statements to SHEP and the SHEP Shareholders. Upon
delivery, such financial statements shall be deemed to form part of the Inside
Financial Statements.
- 13 -
10. Due Diligence
--------------
10.1 Upon execution of this Letter Agreement, it is agreed that the parties
(through their representatives) will be permitted to complete the due diligence
investigations of each other in connection with the transaction contemplated
hereunder.
10.2 Each of the parties will afford to the others and to their accountants,
counsel and other representatives, full access during normal business hours to
the management, properties, books, records, contracts, commitments and other
documentation of such party and its subsidiaries and will allow such parties and
their accountants, counsel and representatives to perform a diligent and
complete examination of its and their financial condition, business, affairs,
property and assets.
11. Disclosure respecting SHEP
----------------------------
11.1 SHEP and the SHEP Shareholders agree to deliver to Inside full, true
and plain disclosure of all material facts relating to SHEP and the SHEP
Shareholders to permit Inside to satisfy all its disclosure and other relevant
obligations under applicable securities legislation to permit the transactions
to be completed hereunder.
12. Standstill Agreement and Reimbursement
-----------------------------------------
12.1 From the date of the acceptance of this Letter Agreement until
completion of the transactions contemplated herein or the earlier termination
hereof, each of the SHEP Shareholders, SHEP and Inside will not, directly or
indirectly, solicit, initiate, assist, facilitate, promote or encourage
proposals or offers from, entertain or enter into discussions of negotiations
with or provide information relating to the securities, business, operations,
affairs or financial condition of SHEP or Inside except to SHEP, the SHEP
Shareholders, or Inside, or any amalgamation, merger consolidation, arrangement,
restructuring, refinancing, sale of any material assets or part thereof of SHEP
or Inside, unless such action, matter or transaction is part of the transactions
contemplated in this Letter Agreement or is satisfactory to, and is approved in
writing in advance by the other parties hereto or is necessary to carry on the
normal course of business.
12.2 Subject to Section 12.3, the parties agree and acknowledge that each of
them will bear responsibility for their own expenses and costs incurred and to
be incurred by each of them in connection with the Acquisition including,
without limitation, amounts paid or payable to financial advisors, legal
counsel, auditors, legal counsel, printers, transfer agent and other arm's
length third parties that perform services on their behalf in connection with
the negotiation of the Letter Agreement, the Definitive Agreement described
below and the Acquisition, the due diligence review to be conducted in
connection with the Acquisition, preparation of the Valuation, the preparation
and distribution of all necessary disclosure documents, other steps to implement
the Acquisition, and the costs including any and all opportunities lost by
Inside or SHEP as a result of entering into the standstill arrangements
hereunder.
12.3 Intentionally Omitted
13. Ordinary course
----------------
13.1 Until the earlier of the closing of the Acquisition and the termination
of this Letter Agreement without completion of the Acquisition, neither SHEP nor
Inside will, without the prior written
- 14 -
consent of the other parties, enter into any contract in respect of its business
or assets, other than in the ordinary course of business, and each of SHEP and
Inside will continue to carry on its business and maintain its assets in the
ordinary course of business, with the exception of reasonable costs incurred in
connection with the Acquisition, and, without limitation, but subject to the
above exceptions, will maintain payables and other liabilities at levels
consistent with past practice, will not engage in any extraordinary material
transactions without the prior written consent of the others.
14. Public disclosure
------------------
14.1 No disclosure or announcement, public or otherwise, in respect of this
Letter Agreement or the transactions contemplated herein will be made by any
party without the prior written agreement of the other parties as to timing,
content and method, providing that the obligations herein will not prevent any
party from making, after consultation with the other parties, such disclosure as
its counsel advises is required by applicable laws or the rules and policies of
the Reporting Jurisdiction.
14.2 Unless and until the transactions contemplated in this Letter Agreement
have been completed, except with the prior written consent of the other parties,
each of the parties and their respective employees, officers, directors,
shareholders, agents, advisors and other representatives will hold all
information received from the other parties in strictest confidence, except such
information and documents available to the public or as are required to be
disclosed by applicable law.
14.3 All such information in written form and documents will be returned to
the party originally delivering them in the event that the transactions provided
for in this Letter Agreement are not completed.
15. General
-------
15.1 The covenants, representations and warranties contained herein will
survive the closing of the transactions contemplated hereby.
15.2 Time is of the essence herein.
15.3 Each of the parties hereto will, from time to time, at the request of
any other party, do such further acts and execute and deliver all such further
documents, agreements and instruments as will be reasonably required in order to
fully perform and carry out the terms, conditions and intent of this Letter
Agreement.
15.4 Except as otherwise specifically set forth herein, each party will bear
its own expenses in connection with the contemplated transactions.
15.5 All references to currency are references to United States dollars
unless otherwise indicated.
15.6 The parties intend that this Letter Agreement will be binding upon them
until terminated or superceded by the Definitive Agreement referred to herein.
- 15 -
15.7 Any notice to be given hereunder to SHEP, the SHEP Shareholders or
Inside will be deemed to be validly given if delivered, or if sent by facsimile:
If to SHEP and the SHEP Shareholders:
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxxxxx X. Xxxxx
---------------------------
Facsimile No.: (000) 000-0000
If to Inside:
Xxxxx 0000 - 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxx XxXxxxxxx
-------------------------
Facsimile No.: (000) 000-0000
and any such notice delivered on a business day in accordance with the foregoing
will be deemed to have been received on the date of delivery or facsimile
transmission.
15.8 This Letter Agreement and the rights and obligations of the parties
hereunder will be governed by and construed according to the laws of the
Province of British Columbia.
15.9 This Letter Agreement will enure to the benefit of and be binding upon
the parties hereto, and their successors and permitted assigns.
Yours truly,
INSIDE HOLDINGS INC.
Per: /s/ Xxxxx Xxxxxx
---------------------
Authorized Signatory
AGREED AND ACCEPTED this 17th day of June, 2002.
---- ----
SHEP LIMITED
Per: /s/ Xxxxx Xxxxxxxx
---------------------
Authorized Signatory
- 16 -
IFIELD TECHNOLOGY LIMITED
Per: /s/ Xxxxxxx X. Xxxxx
---------------------
Authorized Signatory
EURO CAPITAL MARKETS LTD.
Per: /s/ Unknown, Director
---------------------
Authorized Signatory
MARSHALSEA HYDRAULICS LIMITED
EXECUTIVE PENSION SCHEME
Per: /s/ Xxxx Xxxxxxx
---------------------
Xxxx Xxxxxxx, Trustee
Per: /s/ Xxxxx Xxxxxxxx
---------------------
Xxxxx Xxxxxxxx, Trustee
- 17 -
SCHEDULE "A"
EXCHANGE OF SHEP SHARES AND INSIDE SHARES
Name No. of SHEP Shares No. of Inside Shares
Ifield 4,742,440 4,742,440
Euro 3,610,360 3,610,360
Marshalsea 2,247,200 2,247,200
---------- ----------
10,600,000 10,600,000
---------- ----------
SCHEDULE "B"
DESCRIPTION OF SUBSIDIARIES
Name of Subsidiary Jurisdiction of Incorporation Percentage of Issued
Capital Owned by SHEP
SHEP Technologies Inc. Delaware 100%
SHEP Technologies Inc. Maine 100%
SCHEDULE "C"
ASSETS AND INTELLECTUAL PROPERTY
SHEP Assets at 31st March 2001
Fixed Assets
SHEP Limited - LDV Demonstrator Vehicle - Net Book Value $38,998
SHEP Technology Inc. - Plant & Equipment - Net Book Value $ 3,325
TOTAL $42,323
Intangible Assets
SHEP Limited - Investment in "Know-How" $ 783
Current Assets
SHEP Limited Stock $25,013
SHEP Technology Inc. Stock $ 6,237
TOTAL $31,250
TOTAL GROUP ASSETS (per accounts) $74,356
______________________________________________________________________________
To be Acquired from Ifield
Plant & Equipment, Stock and Intellectual
Property as $225,000 (pounds Sterling)
detailed in Appendices C-1 through C-8
attached hereto @1.45 $326,250
TOTAL POST ACQUISITION ASSETS $400,606
APPENDIX C-1
PATENTS Re Ifield Pump
--------------------------------------------------------------------------------
Issue/Filing Applicant
Title Patent/Appln No. Date Assignee Comments
----- ---------------- -------------- ---------- --------
Self-regulating 4,540,221 Sept. 10, 1985 Ifield Expires
Hydrostatic Engineering May 26, 2003
Pod Bearings Pty. Limited
(Australia)
Precompression 4,540,345 Sept. 10, 1985 Ifield Expires
Valve for Engineering May 26, 2003
Hydraulic Pty. Limited
Pumps (Australia)
--------------------------------------------------------------------------------
APPENDIX C-2
Letter from Gowlings
GOWLINGS
Xxxxx 0000
Xxxxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Telephone (000) 000-0000
Facsimile (000) 000-0000
Incorporating the practice of XXXXX XXXXX xxx.xxxxxxxx.xxx
Xxxx X.Xxxx
Direct (000) 000-0000
Direct Fax: (000) 000-0000
Assistant:(000) 000-0000
xxxx.xxxx@xxxxxxxx.xxx
Xxxxx 00, 0000
Xx. Xxxxxxx Xxxxx
Primary Capital Group
000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Dear Xx. Xxxxx:
Re: PCT Application Nos. PCT/IB01/02785 and XXX/XX00/00000
Xxxxxx Technology Ltd.
Our Files: T8-466799WO and T8-466800WO
------------------------------------------------------
This is to confirm PCT Patent Application No. PCT/IB01/02784 claiming priority
of November 28, 2000 on Australian Provisional Application No. PR1704 and PCT
Patent Application No. PCT/IB01/02785 claiming multiple priority of November 28,
2000 and April 20, 2001 on Australian Provisional Applications No. PR1705 and
PR4493 respectively were timely filed November 28, 2001.
All formal requirements have been met and the applications are in good standing.
A Demand with payment of Examination Fee of about $3,000 is due June 28, 2002
for each application to extend the term for filing national applications to
April 28, 2003.
An International Search Report will be issued about June, 2002 with copies of
prior art considered pertinent by the PCT Office, followed by an examination
report issued in the form of a First Written Opinion relating to patentability
on about November, 2002. Replies to the First Written Opinion will be required.
Each response could cost $1,000 - $2,000.
National patent applications in countries such as the U.S.A., Canada, European
Patent Office (can include up to 16 countries), Japan, Brazil, etc. can be filed
up to the April 28, 2003 date. The cost of each national application filing
ranges from about $1,000 in Canada to about $10,000 in Europe (if 16 countries
are designated), with an average of about $2,000 - $3,000 English language
country) to $4,000 - $6,000 per country if a translation is required.
Subsequent prosecution costs in each country could double the estimated filing
cost.
Please let me know if you require additional information.
Yours sincerely,
Xxxx X. Xxxx
AIF :jtf
c.c. Xxxx Xxxxxxx
Xxxxx Xxxxxx
APPENDIX C-3
SOFTWARE
The SHEP system is constructed as a sealed, compact and lightweight unit and
consists of three main components: Ifield Pump/Motor (IPM), Unitized Accumulator
System (UAS) and Electronic Control System (ECS or Software).
The ECS is a software program that receives inputs from a number of sensors and
sources of data, as generated during acceleration and braking. The ECS controls
the IPM function. A proprietary ECS program has been developed by the Assignor
but is still under further development with the intention of further integration
into the existing engine controls of different engine types.
The SHEP system is activated when the vehicle operator applies the braking
pedal, which sends a command to the ECS. This command signal is computed into a
braking rate and the IPM is commanded to slow the vehicle by pumping hydraulic
fluid into the high-pressure chamber of the UAS. To accelerate the vehicle, the
operator applies the accelerator pedal, which sends a command to the ECS, the
command is computed into an acceleration rate, the hydraulic circuit is reversed
and the IPM is driven by the stored hydraulic energy, accelerating the vehicle.
As the stored hydraulic energy store runs down, the engine progressively takes
over. The ECS monitors the levels of stored energy in the UAS and ensures its
efficient use. The ECS manages the hydrostatics (IPM and UAS), and the braking
system, using signals from the original automotive control. The aim is to
integrate ECS with existing electronic control systems developed by automotive
manufacturers.
The source code pertaining to the Software referred to in Schedule "C" forms
part of the assets subject to the Acquisition.
APPENDIX C-4
DRAFT SPECIFICATION FOR A STORED HYDRAULIC ENERGY PROPULSION - SHEP SYSTEM.
The current SHEP system design is such that it will recover energy during the
braking cycle of a moving vehicle, assist in retarding the vehicle and then
store the energy for a reasonable period ready for the accelerating cycle.
The magnitude of the braking force is controlled by the position of the brake
pedal and when the SHEP storage accumulators are full, the friction brakes can
still be brought into action to provide further braking or emergency braking as
required by the driver. The software control will return the SHEP system to
its neutral condition as the vehicle comes to rest.
With stored energy available the driver can depress the accelerator, which
releases the stored energy to the pump/motor unit, providing a controlled
acceleration of the vehicle inline with the driver's demand. As the stored
energy runs out, the engine power will smoothly take over powering the vehicle
forward, whilst the SHEP system is returned to its non-operational condition.
Using the energy recovered from the braking cycle to accelerate the vehicle
forward, provides significant fuel savings, as proven by a number of independent
authorities. The degree of fuel savings are dependent on the driving pattern
and the route cycle. Although Ifield components have been used successfully
in a Completely Variable Transmission-CVT for vehicles, such as the "Drover"
unit, the current SHEP system does not provide CVT. However it is intended
that the SHEP group will continue the CVT development using Ifield components,
whilst also incorporating the SHEP concept.
The current SHEP design incorporating the steel Unitised Accumulator System
-UAS, has a maximum operating pressure of 5,000psi (350bar). The efficiency of
the system and degree of energy recovery will depend on its operating condition
and the route cycle being travelled. The software control is designed to
provide automatic function of the system using signals from the brake and
accelerator pedal positions. Each vehicle type will require a specific
installational layout of the system, using either the one-piece SHEP design or
a two accumulator system as required.
Several provisional patents have been applied for the UAS providing protection
of the intellectual property, however these patent applications must be
finalised before 1st October 2001
and filed for all countries where protection is considered necessary. This will
be the responsibility of the SHEP Group.
APPENDIX C-5
TRADEMARKS
Trademarks have been obtained for the USA, Canada and European Community.
APPENDIX C-6
PUBLICATIONS
Using Hydrostatic Systems to Power Cars Cleanly, Cheaply and Efficiently, Xxxxx
-------------------------------------------------------------------------
Chalk, Group Marketing Manager, Ifield Technology Inc., USA, Session Paper -
Fluid Power: Hydraulics and Pneumatics, Drives and Controls Conference 0000,
Xxxxx 00-00, 0000, Xxxxxxx, Xxxxxxx.
The 'Drover'Transmission, H.I. Xxxxxx, Chief Engineer, Ifield Engineering Pty.,
-------------------------
Ltd. Australia, Mechanical Engineering Transactions, The Institute of Engineers,
Xxxxxxxxx, 0000.
The Design of Pumps and Motors for High Water Based Fluids, Xxxx Xxxxxx, Chief
------------------------------------------------------------
Engineer, Ifield Engineering Pty., Ltd., Australia, Session Paper, Proceedings
of Fluid Power Conference, Brisbane, Australia, May, 1983.
Broader Horizons with High Efficiency Pumps and Motors, Xxxx Xxxxxx, Chief
------------------------------------------------------------
Engineer, Ifield Engineering Pty., Ltd., Australia, Paper presented at the
National Conference on Fluid Power, Los Angeles, December, 0000
XXXXXXXX C-7
IMPROVEMENTS
1. V150 - double acting servo
2. Port Face - Special lapping techniques
3. Port Block Bearing Materials
4. Improved Seal design at Piston Ball End
5. Xxxxxxxxx xx Xxxxx Xxxx Xxx
0. Xxxx Valve/Quiet Jet Provisional Patent
7. Improved Universal Joint Assembly
APPENDIX C-8
The Ifield pump patent details as disclosed in issued patents and in
publications listed herein are in the public domain and have been widely
disclosed. The UAS specification and details have been disclosed to Ford and
Xxxxx pursuant to non-disclosure agreements.
SCHEDULE "D"
MATERIAL CONTRACTS
Agreement made the 1st day of January, 2001 for a term of three years among
SHEP, Ifield and Xxxxxxx Xxxxxxx Xxxxx. (Note: cannot be cancelled).
SHEP will work to finalize and present all other material agreements including
Asset Purchase Agreement between Ifield and SHEP in addition to confidentiality
agreements, license agreements, non-disclosure agreements, agreements with Ford,
etc.
INSIDE HOLDINGS INC.
Xxxxx 0000 -000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
July , 2002
SHEP Limited ("SHEP")
Ifield Technology Limited ("Ifield")
Euro Capital Markets Ltd. ("Euro")
Marshalsea Hydraulics Limited
Executive Pension Scheme ("Marshalsea")
c/o Xxxxxx Xxxxx
Primary Capital Group
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X.
X0X 0X0
Dear Sirs:
Re: Amendment to Letter Agreement for Acquisition of Issued Shares of SHEP
--- ----------------------------------------------------------------------
Limited
-------
Inside Holdings Inc. ("Inside") entered into a letter agreement dated May 22,
2002 with SHEP, Ifield, Euro and Marshalsea pursuant to which, contingent upon
the completion of SHEP's purchase the Ifield Intellectual Property (as defined
in the Letter Agreement) from Ifield, Inside wishes to purchase all of the
issued and outstanding SHEP shares (the "SHEP Shares") from Ifield, Euro and
Marshalsea (collectively, the "SHEP Shareholders").
Pursuant to the Letter Agreement, the closing date for the transaction was
scheduled for June 28, 2002. As discussed among the parties, the parties to the
Letter Agreement wish to extend the closing date, amend certain terms of the
Letter Agreement and confirm the remaining terms of the Agreement. All terms
not defined herein shall have the meanings attributed thereto in the Letter
Agreement.
In consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party, the parties hereto hereby covenant
and agree to the following terms and conditions in respect of the Acquisition:
1. Confirmation of the Letter Agreement
----------------------------------------
1.1 Subject to the amendments to the Letter Agreement contained in this
Agreement, each of the parties hereto confirms and agrees that each of the
terms and provisions of the Letter Agreement remains in full force and
effect.
1.2 The parties agree that the Acquisition will be completed as an acquisition
of the SHEP Shares by Inside by way of share exchange and agree that no
alternative structure is preferable in the circumstances.
-2-
2. Financing Obligations
----------------------
2.1 The following shall be inserted as section 3.3 to the Letter Agreement:
"3.3(a) Upon request from SHEP, Inside shall advance to SHEP or to a third
party on behalf of SHEP at any time and from time to time, in its
discretion, acting reasonably, sums to be used for the maintenance and
preservation or enhancement of SHEP's business or the Ifield
Intellectual Property as approved by Inside and further provided that
prior to any such advances, SHEP shall have provided to Inside written
confirmation that the Board of Directors of SHEP have authorized all
invoices to be provided for payment in connection with such advances.
(b) SHEP hereby acknowledges and confirms that Inside has paid $5,000 in
legal fees to Gowling XxXxxxx Xxxxxxxxx, LLP on behalf of SHEP.
(c) Any and all sums advanced to SHEP by Inside or paid by Inside on
behalf of SHEP pursuant to this section 3.3 shall be referred to
collectively herein as the "Loans". All Loans shall be evidenced by a
promissory note in the form attached as Schedule "A" hereto.
(d) All Loans advanced pursuant to this section 3.3 shall be payable
within 180 days of termination of the Letter Agreement. If the
purchase of the SHEP Shares pursuant to the Letter Agreement shall be
completed, the Loans shall be an intercorporate debt between Inside
and its then wholly-owned subsidiary, SHEP.
(e) In consideration of the Loans, SHEP hereby mortgages, charges, assigns
and transfers to Inside, and grants to the Inside a security interest
in, all SHEP's right, title and interest in and to all presently owned
or held and after acquired or held personal property, assets and
undertakings of SHEP (other than real property), of whatever nature or
kind and wheresoever situate and all proceeds thereof and therefrom.
SHEP hereby covenants and agrees to execute such further and other
agreements as may be requested by Inside in order to secure the Loans.
3. Directors
---------
3.1 Section 4.2 of the Letter Agreement be deleted in its entirety and the
following be substituted in its stead and place: "All designees for
directors must be eligible as directors under the laws of the Yukon
Territory, the State of Nevada, or the laws of such other jurisdiction as
may govern Inside
4. Conditions Precedent
---------------------
4.1 Section 8.1 of the Letter Agreement be deleted in its entirety and the
following be substituted in its stead and place:
"Mutual Conditions
-------------------
8.1 The parties' obligations to complete the transactions contemplated in this
Letter Agreement are subject to satisfaction of the following conditions
and such other conditions as may be included in the Definitive Agreement ,
if any, on or before the Closing Date:
(a) Inside will have raised $500,000 in accordance with section 3.1;
-3-
(b) all proposed issuances of shares or sales of shares will be exempt from the
prospectus requirements of applicable securities legislation;
(c) the parties will have performed all covenants and conditions set out in the
Letter Agreement and the Definitive Agreement, if any, on or before the
Closing Date; and
(d) the representations and warranties of the parties in the Letter Agreement
and the Definitive Agreement, if any, will be true and correct in all
material respects at the Closing Date."
4.2 Section 8.2 of the Letter Agreement be deleted in its entirety and the
following be substituted in its stead and place:
"Conditions solely for the benefit of SHEP and the SHEP Shareholders
-------------------------------------------------------------------
8.2 The obligations of SHEP to complete the transactions contemplated in this
Letter Agreement are subject to satisfaction of the following conditions
and such other conditions as may be included in the Definitive Agreement,
if any, on or before the Closing Date:
(a) the Inside Shares to be issued to the SHEP Shareholders will have been
validly allotted and issued as fully paid and non-assessable common
shares;
(b) a sufficient number of members of Inside's Board of Directors shall
have resigned to ensure compliance with Section 4.1;
(c) Inside will have entered effective on the Closing Date into employment
agreements with certain members of SHEP's management requested by
Inside (which agreements will include, among other things, stock
options grants and restrictive covenants and otherwise be on terms
applicable to Inside);
(d) no adverse material change will have occurred in the business, affairs
and financial condition or operations of Inside; and
(e) the representations and warranties of Inside set out in Article 6 of
the Letter Agreement shall be true and correct on and as of Closing
with the same force and effect as if made on Closing."
4.3 Section 8.3 of the Letter Agreement be deleted in its entirety and the
following be substituted in its stead and place:
"Conditions solely for the benefit of Inside
--------------------------------------------------
8.3 The obligations of Inside to complete the transactions contemplated in this
Letter Agreement are subject to satisfaction of the following conditions
and such other conditions as may be included in the Definitive Agreement on
or before the Closing Date:
(a) SHEP will have completed the acquisition from Ifield of the
Ifield Intellectual Property listed in Schedule C hereto;
(b) Inside will be satisfied with the results of its due diligence
reviews in connection with the transactions contemplated hereby;
-4-
(c) Inside will have been continued from the laws of the Yukon
Territory to the laws of Nevada, or such other jurisdiction as
the directors of Inside may determine;
(d) Inside will have received from SHEP and the SHEP Shareholders
such valuations and technical reports, legal opinions,
feasibility and/or engineering studies or reports, financial
statements, audited or otherwise, and other documents pertaining
to SHEP as SHEP may have in its possession or control;
(e) the working capital deficiency (including the Loans) of SHEP,
together with that of its subsidiaries, shall not exceed
$275,000;
(f) no adverse material change will have occurred in the business,
affairs and financial condition or operations of SHEP; and
(g) the representations and warranties of SHEP and the SHEP
Shareholders set out in Article 5 of the Letter Agreement shall
be true and correct on and as of Closing with the same force and
effect as if made on Closing."
4.4 The following be inserted as section 8.5:
"Each of the parties hereto acknowledges and agrees that except for BCF
45-902F to be filed by Inside with the British Columbia Securities
Commission upon issuance of the Inside Shares, no approvals of, and no
filings are required by any regulatory authorities with regard to the
transactions contemplated by the Letter Agreement."
4.5 The following be inserted as section 8.6: "SHEP confirms that all necessary
approvals of the directors of SHEP have been obtained."
4.6 The following be inserted as section 8.7:
"Neither Ifield nor SHEP is aware of any reason why the acquisition from
Ifield by SHEP of the Ifield Intellectual Property listed in Schedule C to
the Letter Agreement shall not be completed. If such acquisition is not
completed for any reason other than an act or omission of Ifield or SHEP
which resulted in such failure to complete, SHEP will not be liable to
Inside for such failure to complete the purchase of the SHEP Shares due to
failure to complete the acquisition of the Ifield Intellectual Property."
4.7 The following be inserted as section 8.8:
"SHEP acknowledges and agrees that it is satisfied with the results of its
due diligence searches in connection with the transactions contemplated
hereby."
5. Closing, Survival of Representations and Warranties and Indemnities
--------------------------------------------------------------------------
5.1 Section 9.1 of the Letter Agreement be deleted in its entirety and the
following be substituted in it stead and place:
-5-
"The Closing will be at the offices of DuMoulin Black, 10th Floor, 595 Xxxx
Street, Vancouver, British Columbia, at 10:00 a.m. (Vancouver time) August
28, 2002 (the "Closing Date"), or such other place or date as may be
mutually agreed by the parties."
6. General
-------
6.1 Section 15.3 of the Letter Agreement be amended by deleting the period
after the words "conditions and intent of this Letter Agreement" and
inserting the following "and any amendments thereto."
6.2 The parties intend that the Letter Agreement as amended by this Agreement
will be binding upon them until or unless terminated or superceded by the
Definitive Agreement referred to herein. It is acknowledged that the
parties may proceed to complete the acquisition of the SHEP Shares without
entering into a Definitive Agreement.
6.3 Section 15.7 of the Letter Agreement by amended by deleting the address of
Inside, Attention: Xxxx XxXxxxxxx, and Facsimile No.: (000) 000-0000 and
inserting the following:
"If to Inside:
c/o MCSI
Suite 880 - 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxx
------------------------
Facsimile No.: (000) 000-0000"
6.8 This Agreement and the rights and obligations of the parties hereunder will
be governed by and construed according to the laws of the Province of
British Columbia.
6.9 This Agreement will enure to the benefit of and be binding upon the parties
hereto, and their successors and permitted assigns.
Yours truly,
INSIDE HOLDINGS INC.
Per: /s/ Xxxxx Xxxxxx
---------------------
Authorized Signatory
-6-
AGREED AND ACCEPTED this 12th day of July, 2002.
SHEP LIMITED
Per: /s/ Xxxxx Xxxxxxxx
Authorized Signatory
IFIELD TECHNOLOGY LIMITED
Per: /s/ Xxxxxxx X. Xxxxx
Authorized Signatory
EURO CAPITAL MARKETS LTD.
Per: /s/ Unknown
----------------------
Authorized Signatory
MARSHALSEA HYDRAULICS LIMITED
EXECUTIVE PENSION SCHEME
Per: /s/ Xxxx Xxxxxxx
----------------------
Xxxx Xxxxxxx, Trustee
Per: /s/ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx, Trustee
Per: /s/ Xxxxxx Xxxxxxxxx
----------------------
Xxxxxx Xxxxxxxxx, Trustee
Per: /s/ Xxxxxxx Xxxxxx
----------------------
Xxxxxxx Xxxxxx, Trustee
SCHEDULE A
----------
PROMISSORY NOTE
---------------
July ____, 2002
WHEREAS Inside Holdings Inc. ("Inside"), a corporation existing under
the laws of the Yukon Territory, SHEP Limited ("SHEP"), a corporation existing
under the laws of the Isle of Man, Ifield Technology Limited, Euro Capital
Markets Ltd. and Marshalsea Hydraulics Limited Executive Pension Scheme have
entered into a Letter Agreement dated May 22, 2002 as amended (the "Letter
Agreement") pursuant to which Inside will purchase all of the issued and
outstanding shares of SHEP (the "SHEP Shares");
AND WHEREAS pursuant to the Letter Agreement Inside has agreed to
advance money (the "Loans") to SHEP or to third parties on behalf of SHEP from
time to time which Loans upon the completion of the purchase and sale of the
SHEP Shares shall be an intercorporate debt between Inside and its then
wholly-owned subsidiary, SHEP.
FOR VALUE RECEIVED, SHEP promises to pay within 180 days of
termination of the Letter Agreement, to Inside, at Xxxxx 000 - 000 Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or such other place or places as
Inside may direct, the unpaid principal balance of Loans advanced to SHEP or on
behalf of SHEP by Inside from time to time owing by SHEP as shown on the
schedule annexed hereto or on any continuation schedule which may at any time be
attached hereto, together with interest thereon and SHEP promises to pay
interest, such interest to accrue from the date of termination of the Letter
Agreement (both before and after maturity, judgment or default) on the amount
payable hereunder from time to time in like money at the rate of 1% (ONE
PERCENT) per month compounded annually.
SHEP, when not in default, shall have the right at any time and from
time to time without notice or bonus, to repay the whole or any part of the
balance of the principal remaining unpaid together with interest as set forth
herein to the date or dates of such payment or payments.
INSIDE is hereby irrevocably authorized to endorse on the schedule
annexed hereto, or on any continuation schedule which may at any time be
attached hereto, the date and amount of each Loan and each repayment of
principal or of interest on account thereof, and in the absence of evidence to
the contrary, any such endorsement shall constitute conclusive evidence of the
amount outstanding of the Loans, the interest rate applicable thereto and other
matters so endorsed.
THE PARTIES hereto and sureties, endorsers and guarantors hereof
severally waive demand and presentment for payment, notice of non-payment,
protest and notice of protest of this note.
UPON COMPLETION of the purchase of the SHEP Shares by Inside pursuant
to the Letter Agreement, this Note shall be of no further force and effect.
IN WITNESS WHEREOF SHEP has caused these presents to be executed by its
duly authorized signatory this ____ day of July, 2002 at ______________________.
THE CORPORATE SEAL of SHEP LIMITED
was hereunto affixed in the presence of:
_____________________________________
Authorized Signatory c/s
SCHEDULE TO NOTE EVIDENCING LOANS
--------------------------------------------------------------------------------
Date Amount of Amount of Outstanding Principal Authorized by Acknowledged
Loan Repayment Balance Inside by SHEP
--------------------------------------------------------------------------------
$5,000 Nil $5,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
INSIDE HOLDINGS INC.
Xxxxx 000 -000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
August 22, 2002
SHEP Limited ("SHEP")
Ifield Technology Limited ("Ifield")
Euro Capital Markets Ltd. ("Euro")
Marshalsea Hydraulics Limited
Executive Pension Scheme ("Marshalsea")
c/o Xxxxxx Xxxxx
Primary Capital Group
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X.
X0X 0X0
Dear Sirs:
Re: Second Amendment to Letter Agreement for Acquisition of Issued Shares of
SHEP Limited
-----------------------------------------------------------------------------
Inside Holdings Inc. ("Inside") entered into a letter agreement dated May 22,
2002 (the "Letter Agreement" and a first amendment thereto dated July 12, 2002
with SHEP, Ifield, Euro and Marshalsea pursuant to which, contingent upon the
completion of SHEP's purchase the Ifield Intellectual Property (as defined in
the Letter Agreement) from Ifield, Inside wishes to purchase all of the issued
and outstanding SHEP shares (the "SHEP Shares") from Ifield, Euro and Marshalsea
(collectively, the "SHEP Shareholders").
In consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party, the parties hereto hereby covenant
and agree to extend the closing date for the transaction to August 31, 2002, and
that all other terms and provisions remain in full force and effect.
Yours truly,
INSIDE HOLDINGS INC.
Per: /s/ Xxxxx Xxxxx
-----------------------
Authorized Signatory
AGREED AND ACCEPTED this 22 day of August, 2002.
SHEP LIMITED
Per: /s/ Xxxxx Xxxxxxxx
-----------------------
Authorized Signatory
IFIELD TECHNOLOGY LIMITED
Per: /s/ Xxxxxxx X. Xxxxx
-----------------------
Authorized Signatory
EURO CAPITAL MARKETS LTD.
Per: /s/ unknown
-----------------------
Authorized Signatory
MARSHALSEA HYDRAULICS LIMITED
EXECUTIVE PENSION SCHEME
Per: /s/ Xxxx Xxxxxxx
-----------------------
Xxxx Xxxxxxx, Trustee
Per: /s/ Xxxxx Xxxxxxxx
-----------------------
Xxxxx Xxxxxxxx, Trustee
Per: /s/ Xxxxxx Xxxxxxxxx
-----------------------
Xxxxxx Xxxxxxxxx, Trustee
Per: /s/ Xxxx Xxxxxxx
-----------------------
Xxxxxxx Xxxxxx, Trustee
p.p.
INSIDE HOLDINGS INC.
Xxxxx 000 -000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
August 28, 2002
SHEP Limited ("SHEP")
Ifield Technology Limited ("Ifield")
Euro Capital Markets Ltd. ("Euro")
Marshalsea Hydraulics Limited
Executive Pension Scheme ("Marshalsea")
c/o Xxxxxx Xxxxx
Primary Capital Group
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X.
X0X 0X0
Dear Sirs:
Re: Third Amendment to Letter Agreement for Acquisition of Issued Shares of
--- ------------------------------------------------------------------------
SHEP Limited
-------------
Inside Holdings Inc. ("Inside") entered into a letter agreement dated May 22,
2002 (the "Letter Agreement" and a first and second amendment thereto dated July
12, 2002 and August 22, 2002 respectively with SHEP, Ifield, Euro and Marshalsea
pursuant to which, contingent upon the completion of SHEP's purchase the Ifield
Intellectual Property (as defined in the Letter Agreement) from Ifield, Inside
wishes to purchase all of the issued and outstanding SHEP shares (the "SHEP
Shares") from Ifield, Euro and Marshalsea (collectively, the "SHEP
Shareholders").
In consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party, the parties hereto hereby covenant
and agree to extend the closing date for the transaction to September 6, 2002,
and that all other terms and provisions remain in full force and effect.
Yours truly,
INSIDE HOLDINGS INC.
Per: /s/ Xxxxx Xxxxx
---------------------
Authorized Signatory
AGREED AND ACCEPTED this 28th day of August, 2002.
SHEP LIMITED
Per: /s/ Xxxxx Xxxxxxxx
-------------------------
Authorized Signatory
IFIELD TECHNOLOGY LIMITED
Per: /s/ Xxxxxxx X. Xxxxx
-------------------------
Authorized Signatory
EURO CAPITAL MARKETS LTD.
Per: /s/ Unknown, Director
-------------------------
Authorized Signatory
MARSHALSEA HYDRAULICS LIMITED
EXECUTIVE PENSION SCHEME
Per: /s/ Xxxx Xxxxxxx
-------------------------
Xxxx Xxxxxxx, Trustee
Per: /s/ Xxxxx Xxxxxxxx
-------------------------
Xxxxx Xxxxxxxx, Trustee
Per: /s/ Xxxxxx Xxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxx, Trustee
Per: /s/ Xxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxx, Trustee
p.p.
INSIDE HOLDINGS INC.
Xxxxx 000 -000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
September 9, 2002
SHEP Limited ("SHEP")
Ifield Technology Limited ("Ifield")
Euro Capital Markets Ltd. ("Euro")
Marshalsea Hydraulics
Executive Pension Scheme ("Marshalsea")
Xxxxx Xxxxxx Xxxxxxxx }
Xxxx Xxxxxxx Xxxxxxx }
Xxxxxxx Xxxxxxx } (the "Marshalsea Trustees")
Xxxxxx Xxxxxxxxx }
Union Pension Trustees Limited A/c 04113 ("Union")
--------------------------------------------------------
c/o Xxxxxx Xxxxx
Primary Capital Group
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, X.X.
X0X 0X0
Dear Sirs:
Re: Fourth Amendment to Letter Agreement for Acquisition of Issued Shares of
--- ------------------------------------------------------------------------
SHEP Limited
------------
Inside Holdings Inc. ("Inside") entered into a letter agreement dated May 22,
2002 (the "Letter Agreement") and a first, second and third amendment thereto
dated July 12, 2002, August 22, 2002 and August 28, 2002 respectively
(collectively, the "Amendments") with SHEP, Ifield, Euro and Marshalsea pursuant
to which, contingent upon the completion of SHEP's purchase the Ifield
Intellectual Property (as defined in the Letter Agreement) from Ifield, Inside
wishes to purchase all of the issued and outstanding SHEP shares (the "SHEP
Shares") from Ifield, Euro and Marshalsea (collectively, the "SHEP
Shareholders").
In consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party, the parties hereto hereby covenant
and agree to the following terms and conditions in respect of the Acquisition:
1. Confirmation of the Letter Agreement and the Amendments
--------------------------------------------------------------
1.1 Subject to the amendments to the Letter Agreement contained in this
Agreement, each of the parties hereto confirms and agrees that each of the
terms and provisions of the Letter Agreement and the Amendments remain in
full force and effect.
1.2 Unless otherwise defined, the terms with initial capital letters herein
will have the same meanings as given to them in the Letter Agreement.
2. Representations by SHEP and SHEP Shareholders
--------------------------------------------------
2.1 Section 5.1(c) of the Letter Agreement is deleted in its entirety and the
following be substituted in its stead and place:- "as of the Closing Date
SHEP has an authorized capital of 12,000,000 0.00025 ordinary shares of
which 10,600,000 have been issued".
3. Union
-----
3.1 Marshalsea and Marshalsea Trustees and Union record that the rules of
Marshalsea require that the shares owned by Marshalsea in SHEP are to be
registered in the name of the Trustees and have been registered in the name
of Union.
3.2 Union acknowledges and agrees that it is jointly and severally bound by the
terms and conditions of the Letter Agreement and the amendments.
3.3 Union acknowledges that it is fully aware of the representations and
warranties made by Marshalsea in the Letter Agreement and the amendments
and irrevocably undertake to be bound by the representations and
warranties.
4. Marshalsea Trustees
--------------------
4.1 The Marshalsea Trustees record that due to the rules of Marshalsea no
additional shares could be registered in the name of Marshalsea. The
Marshalsea Trustees acknowledge that they have each been issued with
393,850 ordinary shares in SHEP.
4.2 The Marshalsea Trustees acknowledge and agree that they are jointly and
severally bound by the terms and conditions of the Letter Agreement and the
Amendments.
4.3 The Marshalsea Trustees acknowledge that they are fully aware of the
representations and warranties made by Marshalsea in the Letter Agreement
and the Amendments and irrevocably undertake to be bound by the
representations and warranties.
5. SHEP Shareholders
------------------
5.1 It is recorded that the SHEP Shareholders are collectively Ifield,
Euro, Marshalsea and the Marshalsea Trustees.
5.2 Schedule A of the Letter Agreement be deleted in its entirety and the
annexed Schedule A be substituted in its place instead.
5.3 Euro represents, warrants and confirms that it holds certain of the SHEP
Shares set out in Schedule "A" as bare trustee on behalf of certain
individuals and corporations (collectively, the "Euro Shareholders"), it
has full power, capacity and authority to execute, deliver, and bind such
Euro Shareholders to the terms of, the Letter Agreement, the Amendments and
this agreement as well as any and all documents contemplated thereby and
hereby and it will direct Inside to issue on the Closing of the Acquisition
certain of the Inside Shares to which Euro is entitled thereunder in the
names and denominations as it advises Inside, it being acknowledged that
Inside is entitled to rely fully on Euro for such direction.
6. Closing Date
-------------
6.1 In consideration of the mutual covenants and agreements hereinafter set
forth and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each party the parties hereby covenant
and agree to extend the closing date for the transaction to the date
determined by the parties but in any event not later than September 12,
2002, and that all other terms and provisions remain in full force and
effect.
Yours truly,
INSIDE HOLDINGS INC.
Per: /s/ Xxxxx Xxxxx
----------------------
Authorized Signatory
AGREED AND ACCEPTED this 10th day of September, 2002.
SHEP LIMITED
Per: /s/ Xxxx Xxxxxxx /s/ Unknown
-----------------------
Authorized Signatory
IFIELD TECHNOLOGY LIMITED
Per: /s/ Unknown as attorney for Ifield Technology Limited
-----------------------
Authorized Signatory
EURO CAPITAL MARKETS LTD.
Per: /s/ Unknown
-------------------
Authorized Signatory
MARSHALSEA HYDRAULICS
EXECUTIVE PENSION SCHEME
Per:/s/ Xxxx Xxxxxxx
-----------------------
Xxxx Xxxxxxx, Trustee
Per:/s/ Xxxx Xxxxxxx Power of Attorney
-----------------------
Xxxxx Xxxxxxxx, Trustee
Per: /s/ Xxxxxx Xxxxxxxxx
-----------------------
Xxxxxx Xxxxxxxxx, Trustee
Per: /s/ Xxxxxxx Xxxxxx
-----------------------
Xxxxxxx Xxxxxx, Trustee
UNION PENSION TRUSTEES LIMITED A/C 04113
Per: /s/ Unknown
-----------------------
Authorized Signatory
Per: /s/ Unknown
-----------------------
Authorized Signatory
MARSHALSEA TRUSTEES
Per: /s/ Xxxx Xxxxxxx
-----------------------
Xxxx Xxxxxxx, Trustee
Per: /s/ Xxxx Xxxxxxx Power of Attorney
-----------------------
Xxxxx Xxxxxxxx, Trustee
Per: /s/ Xxxxxx Xxxxxxxxx
-----------------------
Xxxxxx Xxxxxxxxx, Trustee
Per: /s/ Xxxxxxx Xxxxxx
-----------------------
Xxxxxxx Xxxxxx, Trustee
SCHEDULE "A"
------------
EXCHANGE OF SHEP SHARES AND INSIDE SHARES
-----------------------------------------
Name No. of SHEP Shares No. of Inside Shares
Ifield 4,720,070 4,720,070
Euro 3,664,530 3,664,530
Union 640,000 640,000
Xxxxx Xxxxxx Xxxxxxxx 393,850 393,850
Xxxx Xxxxxxx Xxxxxxx 393,850 393,850
Xxxx Xxxxxxx 393,850 393,850
Xxxxxx Xxxxxxxxx 393,850 393,850
---------- ----------
10,600,000 10,600,000
---------- ----------
