AGREEMENT AND PLAN OF DIVESTITURE
DECEMBER 19TH, 1997
Between
INTERNET HOLDINGS, INC.
A Utah Corporation
And
CHIRON SYSTEMS LTD
A UK Limited Company
Following a board meeting of Internet Holdings, Inc. it was resolved to divest
Chiron Systems Ltd (a copy of which is attached as "annex a"). This Agreement
and Plan of Divestiture is entered into this 19th day of December, 1997, by and
between Internet Holdings, Inc., a Utah corporation, (hereinafter "Parent
Company") and, Chiron Systems Ltd, a UK Limited Company (hereinafter
"Subsidiary");
RECITALS
WHEREAS, the Parent Company now desires to make a tax-free exchange of their
shares in the Subsidiary solely for the shares held by the former shareholders
of Subsidiary in the Parent Company;
NOW, THEREFORE for the mutual consideration set out herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
----------
Undertakings by the Parent
Upon the given date of 19th day of December, 1997 the Parent Company irrevocably
agrees to return to the Subsidiary the stock transfer forms signed by the
original shareholders of the Subsidiary at the time of acquisition.
Upon the given date of 19th day of December, 1997 the Parent Company irrevocably
agrees to return to the Subsidiary any Licence or Royalty Agreements transferred
to them at the time of acquisition.
The Parent Company acknowledges that during the continuance of their Business
relationship some US$350,000 ((pound)205,166.68) was invested into the
Subsidiary as defined in "Exhibit E" paragraph three of the "Agreement and Plan
of Reorganisation"
The Parent Company hereby agrees that such monies as defined above, are to
remain outstanding at the time of this divestiture and will not be recovered at
any time by the Parent Company post divestiture.
Upon the given date of 19th day of December, 97 any officers of the Parent
Company currently serving as Directors of the Subsidiary irrevocably undertake
to resign their positions with immediate effect. Further, they irrevocably
undertake to resign their positions as signatories to any bank or other type of
financial account where they may have access to the Subsidiaries money.
Undertakings by the Subsidiary
Upon the given date of 19th day of December, 1997, the former shareholders of
Subsidiary irrevocably agree to return to the Parent Company any and all stock
certificates issued to them at or after the signing of the "Agreement and Plan
of Reorganisation" (reference "annex b"); thereby relinquishing any and all
claims in the Parent Company.
The Subsidiary acknowledges that during the continuance of their Business
relationship some US$350,000 {(pound)205,166.68} was invested into the
Subsidiary from the Parent Company as defined in "Exhibit E" paragraph three of
the "Agreement and Plan of Reorganisation"
The Subsidiary hereby acknowledges and agrees that such monies as defined in the
paragraph above, are to remain outstanding at the time of this divestiture. As
of the given date of 19th day of December 1997 such sums will not be re-paid to
or, recovered by the Parent Company.
Upon the given date of 19th day of December, 1997, the Subsidiary irrevocably
agrees to return to the Parent Company any Licence or Royalty Agreement
transferred to them at the time of acquisition.
Upon the given date of 19th day of December, 1997 the Subsidiary and its
shareholders, officers and directors irrevocably agree and undertake that it and
they have no further interest in, claim on or, relationship with the Parent
Company, its shareholders or, advisors.
Upon the given date of 19th day of December, 1997 any Directors of the
Subsidiary currently serving as officers of the Parent Company irrevocably
undertake to resign their positions with immediate effect and without claim. The
signing of this document is recognised as formal resignation.
The Subsidiary and its officers and directors, hereby agree to indemnify and
hold harmless the Parent Company from any and all acts and omissions, claims or
counter claims which may be brought against the Parent Company as a result of
actions taken by the Subsidiary or its officers or directors during the period
that Subsidiary was a wholly owned subsidiary of the Parent Company.
The Subsidiary, its officers and directors, recognise that upon the given date
of l9th day of December, 1997 they are still required to furnish the Parent
Company with accounting and other financial information; So allowing the Parent
Company to complete its required SEC filings for the year ended December 31st
1997. Further, an audited P&L statement and balance sheet for the year-end
December 31st 1997 is required. The Subsidiary, its officers, directors and,
consultants hereby irrevocably undertake to assist any officer, employee or
consultant working for or with the Parent Company with the preparation of the
required accounting material for the periods specified. Further they will use
their best efforts to ensure that such information is provided to the Parent
Company by no later than the 16th day of March 1998.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
ATTEST: INTERNET HOLDINGS, INC.
a Utah corporation
By: /s/ Xxxxxxxxxxx Xxxxxx
President
ATTEST: CHIRON SYSTEMS LTD
a UK Limited Company
By:
/s/ I.R. Xxxxxxxxxx
By:
/s/ X. Xxxxxxx
By:
/s/ X. Xxxxxxxxxx
By:
/s/ X. Xxxxxx
For and on Behalf of the ORIGINAL STOCKHOLDERS
(See "annex d" attached hereto in counterparts.)
The signing of this page has been WITNESSED by:
Name: /s/ [Witness]
Signed: /s/ [Witness]
Occupation: /s/ [Witness]
"ANNEX A"
COPY OF BOARD MINUTE
Minutes of a meeting of the board of directors of Internet Holdings, Inc. at 00
Xxxxxxxx Xxxxx, Xxx Xxxx 00000 at 06:45pm on December, 17th 1997
Present:
Xxxxx Xxxx
Xxxxxxxxxxx Xxxxxx (by telephone)
1. It was resolved that the Company should make an immediate divestiture of
its subsidiary Chiron Systems Ltd effective as of 19th December 1997.
2. It was resolved that the Company should treat the funds passed to the
Subsidiary totalling (pound)205,166.68 Sterling as a loan in accordance
with the previously signed "Agreement and Plan of Reorganisation"
3. It was resolved that the Company would write-off the aforementioned
(pound)205,166.68 as the board members recognise that there is no chance of
recovery from its subsidiary, Chiron Systems Ltd.
4. There being no further business the meeting was closed at 07:00 p.m.
Attest
COPY
Xxxxxxxxxxx Xxxxxx
President
"ANNEX B"
Name and Address Internet H. Inc. Internet H. Inc.
of Stockholders Restricted Stock Restricted Stock
---------------- to be Returned to be Returned
----------------- (Secondary Re-issue)
---------------------
Xxxx X Xxxxxxxxxx 1,473,293 15,842
Little Poplars,
Cold Xxx Xxxx
Xxxx Xxx
Xx Xxxxxxx
Xxxxxxxxx
XX00 0XX
Xxxxxxx X Xxxxxxx 506,940 15,824
Xxxxxxxx
Xxxx Xxxx Xxxx
Xxxxxx
XX00 0XX
Mrs P Xxxxxxxxxx 406,608
Little Poplars,
Cold Xxx Xxxx
Xxxx Xxx
Xx Xxxxxxx
Xxxxxxxxx
XX00 0XX
Mrs B Xxxxxx 126,736 15,842
00 Xxxx Xxx
Xx Xxxxxxxxx
Xxxxxxx
Xxxxx
XXxx 0XX
Mr C Xxxxxx 15,842
"Annex C"
____________________ of the Stock Transfer Certificates Signed by the Original
Stockholders __________________ Chiron Ltd at the time of the signing of the
"Agreement and Plan _____________________ Reorganisation."
(Above table line for Registrar only)
--------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TWENTY NINE THOUSAND 29,000
in figures column
only, number and (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in IAN XXXXXXXX XXXXXXXXXX
full: the address LITTLE POPLARS
should be given COLD ASH HILL COPY
where there is only COLD ASH
one holder. NR. NEWBURY
BERKSHIRE
If the transfer is XX00 0XX
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ Xxx Xxxxxxxxxx
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Xxxxx Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Please state title, if any, or New York
whether Mr., Mrs., or Miss. Xxx Xxxx 00000
XXX
Please complete in typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
--------------------------------------------------------------------------------
(Above table line for Registrar only)
--------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TEN THOUSAND 10,000
in figures column
only, number and (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in XXXXXXX XXXXX XXXXXXX
full: the address LANDFALL
should be given WYCH HILL LANE COPY
where there is only WOXING
one holder. XXXXXX
XX00 OAB
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ X. Xxxxxxx.
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Xxxxx Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Please state title, if any, or New York
whether Mr., Mrs., or Miss. Xxx Xxxx 00000
XXX
Please complete in typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
--------------------------------------------------------------------------------
(Above table line for Registrar only)
--------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, EIGHT THOUSAND 8,000
in figures column
only, number and (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in XXXXXXXX XXXXXXXXXX
full: the address LITTLE POPLARS
should be given COLD ASH HILL COPY
where there is only COLD ASH
one holder. NR- NEWBURY
BERKSHIRE
If the transfer is XX00 0XX
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ X. Xxxxxxxxxx
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Xxxxx Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Please state title, if any, or New York
whether Mr., Mrs., or Miss. Xxx Xxxx 00000
XXX
Please complete in typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
--------------------------------------------------------------------------------
(Above table line for Registrar only)
--------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TWO THOUSAND FIVE HUNDRED 2,500
in figures column
only, number and (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in XXXXXX XXXXXX
full: the address 00 XXXX XXX
should be given WINNERSH COPY
where there is only NR. WOKINGHAM
one holder. XXXXXXXXX
XX00 0XX
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ Xxxxxx Xxxxxx
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Xxxxx Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Please state title, if any, or New York
whether Mr., Mrs., or Miss. Xxx Xxxx 00000
XXX
Please complete in typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
--------------------------------------------------------------------------------
(Above table line for Registrar only)
--------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TWO THOUSAND FIVE HUNDRED 2,500
in figures column
only, number and (units of)
denomination of
units, If any.
------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in A XXXXX
full: the address ROCK COTTAGE
should be given COLD HATLON COPY
where there is only NR. WELLINGTON
one holder. N. SHROPS
XX0 0XX
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ [SIGNATORY]
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Xxxxx Xxxxxxxx Xxxx
00 Xxxxxxxx Xxxxx, 0xx Xxxxx
Please state title, if any, or New York
whether Mr., Mrs., or Miss. Xxx Xxxx 00000
XXX
Please complete in typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
--------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
--------------------------------------------------------------------------------
