Green Shelters Innovations Ltd., 48, Themistokli Dervi, Centannai Building, Office 701, 1066 Nicosia, Cyprus April 30, 2007
Exhibit
99.1
Green
Shelters Innovations Ltd.,
48,
Themistokli Dervi,
Xxxxxxxxx
Xxxxxxxx, Xxxxxx
000,
0000 Xxxxxxx,
Xxxxxx
April
30,
2007
0000-0
Xxxxxx Xxxxx
Xxxxxxxxxxx,
Xxxxxxx
Xxxxxx
X0X0X0
Attention:
Xxxxxxx
Xxxxxxx
Re: Loan
Agreement
Dear
Xx.
Xxxxxxx:
This
letter agreement (this “Letter
Agreement”)
sets
forth the certain terms and conditions whereby GREEN
SHELTERS INNOVATIONS LTD.,
an
entity organized under the laws of the Republic of Cyprus (“GSI”),
will
provide a loan to ASTRIS
ENERGI INC.,
a
corporation organized under the laws of the province of Ontario, Canada
(“Astris”),
evidenced by that certain Secured Convertible Promissory Note to be issued
by
Astris to GSI (the “Note”).
1. Conditions
to the Loan:
Subject
to the terms of this Letter Agreement and the Note, GSI agrees to loan Astris
US$150,000 each month (or such greater amount as is mutually agreed by GSI
and
Astris) (the “Loan”).
(a)
GSI
shall
deliver the first installment of the Loan upon:
(i) receipt
from Astris of the Note, duly executed by an authorized officer of Astris;
and
(ii) receipt
of voting agreements, duly executed by Jiri Nor, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxxxx Xxxx, Art Xxxxxxxxxxxx and Related Persons (the “Voting
Agreements”),
pursuant to which each shall agree, among other things, to vote all of their
shares of common stock of Astris in favor of the sale of all or substantially
all of the assets of Astris (the “Acquisition”).
(b) Subject
to Section 2, GSI shall deliver each monthly installment of the Loan, on the
first day of each month, if the following conditions have been met:
(i) Astris
shall have delivered to GSI a budget, certified by Astris’ chief financial
officer, showing Astris’ operating costs for the upcoming month (the
“Budget”);
and
(iii) for
each
month, GSI must receive a statement, certified by the chief financial officer
of
Astris, that Astris has not utilized any amount advanced to Astris on account
of
the Loan during the immediately preceding month for any purpose other than
as
permitted by the provisions of this Letter Agreement, the Note or the binding
letter of intent between Astris and GSI dated April 13, 2007.
2.
Continued
Funding:
GSI
shall not have any obligation to fund any portion of the Loan
unless:
(a)
Delivery
of such amount is permitted by law, rule or regulation to which GSI or an
affiliate thereof is subject;
(b) a
Funding
Termination Event has not occurred; and
(c) the
Voting Agreements are in full force and effect.
3. Definitions.
(a) “Family”
means
with respect to a particular individual: (i) the individual, (ii) the
individual’s spouse and former spouses, (iii) any other natural person who is
related to the individual or the individual’s spouse or former spouses within
the second degree, and (iv) any other natural person who resides with such
individual;
(b) “Funding
Termination Event”
means
the occurrence of any of the following: (i) the consummation of GSI’s purchase
of all or substantially all of the assets Astris; (ii) July 31, 2007, (iii)
termination of that certain letter of intent, dated April 13, 2007, by and
between Astris and GSI (the “LOI”)
due to
Astris’ breach of any of its obligations thereunder; (iv) the consummation of,
or the execution of a binding agreement relating to, a Third Party Acquisition
by Astris or the shareholders of Astris; (v) an event of default under the
Note
has occurred; or (vi) the Note has become due and payable in accordance with
its
terms.
(c) “Material
Interest”
means
direct or indirect beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of voting securities or other
voting interests representing at least ten percent (10%) of the outstanding
voting power of a person or equity securities or other equity interests
representing at least ten percent (10%) of the outstanding equity securities
or
equity interests in a person; and
(d) “person”
means
any individual, corporation (including any nonprofit corporation), general,
limited or limited liability partnership, limited liability company, joint
venture, estate, trust, association, organization or other entity.
(e) “Related
Person”
means:
(i) each other member of such individual’s Family (as defined below); (ii) any
person (as defined below) that is directly or indirectly controlled by such
individual or one or more members of such individual’s Family; (iii) any person
in which such individual or members of such individual’s Family hold
(individually or in the aggregate) a Material Interest (as defined below);
and
(iv) any person with respect to which such individual or one or more members
of
such individual’s Family serves as a director, officer, partner, member,
manager, executor, or trustee (or in a similar capacity); and
(f) “Third
Party Acquisition”
the
consummation of, or the execution of a binding agreement relating to, any
acquisition of Astris, any merger or consolidation with or involving Astris,
or
any acquisition of all or any portion of the stock of Astris (including without
limitation, by tender offer) or all or any portion of the assets of Astris
by
Astris or the shareholders of Astris.
4. Further
Assurances.
The
parties agree to execute and deliver all such other agreements, documents and
amendments and to take such other actions as may be required by law or
reasonably requested by a party to
establish, maintain and protect the respective rights and remedies of each
other
and to carry out the intent of this Letter Agreement.
5. Governing
Law.
The
internal laws of the State of New York shall govern this Letter
Agreement.
6. Amendments.
This
Letter Agreement may not be amended without the prior written consent of each
of
the undersigned parties hereto.
7. Counterparts.
This
Letter Agreement may be executed in any number of counterparts, all of which
when taken together shall constitute one original Letter Agreement, and in
the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original there.
[Remainder
of page intentionally left blank]
If
the
foregoing is agreeable to you, please signify your acceptance of the terms
and
conditions contained herein by executing this Letter Agreement in the spaces
provided below and returning an executed copy to me.
| Very truly yours, | ||
| Green Shelters Innovations Ltd. | ||
| |
|
|
| By: |
/s/
Xxxxx
Xxxxxxxx
|
|
|
Name: Xxxxx
Xxxxxxxx
Title:
Director
|
||
Accepted
and Agreed:
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||||
|
Name: Xxxxxxx X. Xxxxxxx |
|||||
| Title: Chief Financial Officer |
Date:
April 30, 2007
