EXHIBIT 11.2
AGREEMENT OF TAKEOVER
The following constitutes the Agreement of Takeover by and between Xxxxxx
Wingsail Systems plc (WWS), a corporation organised and existing pursuant to
the Companies Act 1948-81 of England, No. 1566677, and Xxxxxx Wingsail
America Inc (WWAI), a corporation organised and existing pursuant to the
laws of the State of Delaware, USA.
CONSTITUENT CORPORATIONS: Xxxxxx Wingsail America Inc
Xxxxxxxxx Xxxxx Xxxxxxxx
Xxxxxxxx XX0 0XX XX
Xxxxxx Wingsail Systems plc
Xxxxxxxxx Xxxxx Xxxxxxxx
Xxxxxxxx XX0 0XX XX
AGREEMENT:
It is hereby agreed that, subject to the consent of shareholders voting a
majority of the Common Stock of WWAI, that WWAI shall be taken over by WWS.
Such takeover shall become effective, if approved, on or before 31st August
1997.
STOCKHOLDING:
WWAI has only one class of stock issued and outstanding, that being common
stock. WWAI has 2,386,680 shares of common stock outstanding, with each
share entitled to one vote.
WWS has two classes of stock outstanding, being Ordinary Shares with each
share entitled to one vote and Founder Shares which presently vote as 10% of
the total. WWS has 64,421,619 aggregate shares issued and outstanding.
TERMS AND CONDITIONS:
In the event of WWAI shareholder consent:
(1) Each shareholder of WWAI who consents shall receive two Ordinary
Shares of WWS for every share of the common stock of WWAI held by such
shareholder.
(2) All liabilities of WWAI shall be assumed by WWS.
(3) The Licence Agreement between WWS and WWAI shall be terminated.
(4) WWS agrees to be subject to service of process within the State of
Delaware for the enforcement of any obligation of WWAI.
DATED: 10th July 1997
The undersigned hereby state under the pains and penalties of perjury and
respectively acknowledge that the foregoing constitutes their acts and the
acts of the corporation and that the facts stated herein are true.
XXXXXX WINGSAIL AMERICAN INC
______________________________
Xxxx Xxxxxx Xxxxxx
President
______________________________
Xxxx Xxxxxxxx Xxxxxx
Secretary
The undersigned hereby state under the pains and penalties of perjury and
respectively acknowledge that the foregoing constitutes their acts and the
acts of the corporation and that the facts stated herein are true.
XXXXXX WINGSAIL SYSTEMS PLC
______________________________
Xxxx Xxxxxx Xxxxxx
Chairman
______________________________
Xxxx Xxxxxxxx Xxxxxx
Managing Director
______________________________
Xxxxxxx Xxxxx Xxxxxxxx
Director
