TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated June 6, 1997 but effective December 1, 1996 by
and between INFRASTRUCTURE INTERNATIONAL, INC., a Nevada corporation
(hereinafter "III"), XXXXX XXX HIGHWAY PROJECT COMPANY LIMITED (hereinafter
"Xxxxx Xxx") and NEW SILVER EAGLE HOLDINGS LIMITED (hereinafter the
"Shareholder").
RECITALS
WHEREAS, III and the shareholders of Xxxxx Xxx entered into an Exchange
Agreement (the "Agreement") in December of 1996 pursuant to which III agreed to
acquire, and the shareholders of Xxxxx Xxx agreed to sell, 100% of the
outstanding securities of Xxxxx Xxx in exchange (the "Exchange") for 8,430,000
shares of common stock (the "Exchange Shares") and 100,000 shares of Series B
Preferred Stock (the "Series B Shares");
WHEREAS, the Exchange was undertaken based upon various representations of
III, including representations that III was a reporting company under the
Securities Exchange Act of 1934, which, among other things, were intended to
assure that III would be an attractive vehicle in which to raise capital;
WHEREAS, subsequent to the purported closing of the Exchange, it has come
to the attention of Xxxxx Xxx and the Shareholder that III had not made required
filings with the Securities and Exchange Commission ("SEC") for more than twenty
years and, as a result thereof, III has encountered substantial regulatory
obstacles to the creation of a trading market in its securities which has in
turn resulted in III being unable to raise necessary capital to fully fund the
operations of Xxxxx Xxx, other than $3,000,000 which was raised through the
efforts of Xxxxx Xxx from the sale of Series A Preferred Stock (the "Series A
Shares");
WHEREAS, in order to consummate the Exchange and to pay substantial legal,
accounting and other costs and expenses incurred in connection with efforts to
bring III into compliance with applicable SEC disclosure rules, Shareholder has
advanced substantial sums on behalf of III (the "Loans"); and
WHEREAS, in order to resolve any disputes arising with respect to the
performance under the Agreement and to settle amounts owed pursuant to the
Loans, III, Xxxxx Xxx and the Shareholder desire to terminate the Agreement and
to restore the various parties to their original position and to cause shares of
III to be issued in full satisfaction of the Loans.
NOW, THEREFORE, in consideration of the premises herein contained and the
mutual covenants hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Termination of Agreement. The parties hereto hereby terminate the
Agreement effective as of December 1, 1996.
2. Obligations of III. III hereby agrees:
a. to transfer all of the issued and outstanding shares of Xxxxx Xxx
held by III to such persons as the Shareholder shall instruct;
b. to utilize the funds to be provided by Xxxxx Xxx pursuant to
paragraph 3.b. below to redeem all outstanding Series A Shares;
and
c. to return to Xxxxx Xxx all corporate records and documents of or
pertaining to Xxxxx Xxx.
3. Obligations of Xxxxx Xxx and the Shareholder. Xxxxx Xxx and the
Shareholder hereby jointly agree:
a. to cause all of the Exchange Shares and Series B Shares to be
returned to III for cancellation. Should Xxxxx Xxx and/or the
Shareholder be unable to return all of the Exchange Shares and
Series B Shares to III, Xxxxx Xxx and/or the Shareholder shall
acquire in the open market such number of shares of common stock
and/or Series B Shares as shall be necessary to cause a total of
8,430,000 shares of common stock and 100,000 shares of Series B
Preferred Stock to be surrendered to III for cancellation. Should
Xxxxx Xxx and/or the Shareholder be unable to return all of the
Exchange Shares and Series B Shares, notwithstanding its efforts
to acquire shares in the open market, Xxxxx Xxx and/or the
Shareholder shall pay to III an amount in cash equal to the fair
market value of any shares not so delivered as agreed upon by
III, Xxxxx Xxx and the Shareholder or, at the election of the
Shareholder, shall offset those shares against the shares
issuable pursuant to paragraph 4 below;
b. to cause the sum of $3,000,000 to be paid to III in repayment of
all amounts advanced to Xxxxx Xxx from III pursuant to the sale
of the Series A Shares. If agreed to by III, Xxxxx Xxx may pay
the sum of $3,000,000 directly to the holders of the Series A
Shares in redemption of such shares which payment shall be deemed
to satisfy Xxxxx Xxx'x obligations hereunder as well as the
obligations of III pursuant to paragraph 2.b;
c. to cause the holders of the Series A Shares to agree, and to
execute such documents as shall be necessary, to permit the
redemption of the Series A Shares for $3,000,000; and
d. to return to III all corporate records and documents of or
pertaining to III.
4. Settlement of Loans. III agrees to issue, and the Shareholder agrees to
accept, 3,600,000 shares of common stock of III in full settlement of all Loans
made on behalf of or to III by the Shareholder through the Closing date.
5. Closing. The parties hereto shall hold a formal closing of this
Termination Agreement as soon as possible at such time and place as the parties
shall mutually agree ("Closing"). At Closing, III shall deliver the items called
for by paragraph 2 along with the shares required to be issued pursuant to
paragraph 4, Xxxxx Xxx and/or the Shareholder shall deliver the items called for
by paragraph 3 and the Shareholder shall deliver a release of all claims to
repayment of the Loans.
6. Release and Indemnification. Effective on Closing,
a. III releases Xxxxx Xxx and each of the pre-Exchange shareholders
of Xxxxx Xxx from all obligations and liability under or arising
from the Agreement and agrees to indemnify and hold Xxxxx Xxx and
each of the pre-Exchange shareholders of Xxxxx Xxx harmless from
and against any liability, cost, expense or claim which may be
asserted or imposed from time to time as a result of the
Agreement or the termination of the Agreement pursuant hereto.
b. Xxxxx Xxx and the Shareholder release III from all obligations
and liability under or arising from the Agreement except as such
liability arise in connection with third party claims asserted as
a result of the Agreement or the termination of the Agreement
pursuant hereto.
7. Miscellaneous.
a. By execution of this Agreement, each of the parties hereto hereby
represents that it has the requisite power and authority to enter
into this Termination Agreement.
b. Unless required by applicable law or regulatory authority, none
of the parties will issue any report, statement or press release
to the general public, to the trade, to the general trade or
trade press, or to any third party (other than its advisors and
representatives in connection herewith) or file any document,
relating to this Termination Agreement, except as may be mutually
agreed by the parties.
c. Each party hereto will bear its own expenses, including legal,
accounting and professional fees, incurred in connection with the
transactions contemplated hereby.
d. This Termination Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all
of which taken together shall be but a single instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
INFRASTRUCTURE INTERNATIONAL, INC.
By:
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President
By:
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Pre-Exchange President
XXXXX XXX HIGHWAY PROJECT
COMPANY LIMITED
By:
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Title:
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SHAREHOLDER:
NEW SILVER EAGLE HOLDINGS LIMITED
By:
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Title:
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