DEFINITIVE AGREEMENT
This Agreement is made effective December 31, 2007 by and between LBO Capital
Corp., a Colorado corporation, and Longborough Capital PLC, a United Kingdom
corporation (collectively "the Parties"), and its majority owned subsidiaries, Advanced
Digital Components, Inc. and Global Tech International, Inc., both Delaware
corporations, related to the acquisition by LBO Capital Corp. of the above said
subsidiaries.
The aforementioned entities are hereafter identified, as follows:
Longborough Capital PLC
Advanced Digital Components, Inc.
Global Tech International, Inc.
THE PARTIES AGREE, AS FOLLOWS:
1. Compliance with Legal Procedures. LBOC shall file overdue annual reports
in the State of Colorado and obtain a legal reinstatement of status in Colorado, and
complete an independent audit by UHY, LLC of books and records thru December 31,
2007. LBOC shall file all the required reports with the SEC, and other regulatory
agencies as applicable.
2. Reverse Split. LBOC Board of Directors shall authorize and recommend for
shareholders approval a reverse split of one common share for eight (1:8) of issued and
outstanding common shares of LBOC. The Board shall require that there be
100,000,000 authorized shares after the reverse split and take all necessary action to effect that result.
3. Quorum Capital, Inc. (hereafter referred to as "QC"). LBOC shall obtain
an agreement from QC to convert approximately $893,000 of notes payable plus the
accrued interest into 4,000,000 shares (old shares) of common stock of LBOC and
16,000,000 5-year warrants at $0.01/share.
4. Availability of Information regarding ADCI and GTI. Xxxxx XxXxxxx shall
furnish information regarding ADCI and GTI, included but not limited to the January 31,
2007 and upcoming January 31, 2008 audited financial statements; plus products and
Intellectual Property ("IP") technologies regarding a computerized air tire pressure
sensing system, a plastic medium for encapsulating magnesium in plastic and other
applications and completed prototypes for use in negotiations for licensing agreements
with Original Equipment Manufacturers ("OEMs"); and any other technologies owned.
5. Longborough Capital PLC ("LBC") Status. The parties recognize that LBC is
currently a non-trading stock public company in the United Kingdom.
6. LBC and LBOC Relationships. LBOC shall acquire approximately 87% interest
in both ADCI and GTI, currently subsidiaries of LBC, in exchange for 18,000,000 newly
issued shares of common stock of LBOC. These shares shall have a restriction Rule 144
legend. LBOC shall then hold approximately 87% of ADCI and approximately 87% of
GTI. LBC shall then be free either to continue to hold the shares of LBOC or to declare
dividends for benefit of LBC shareholders equal in value to some or all of said LBOC
shares.
7. Split of Certain Outstanding Warrants. A, B, and C warrants currently
outstanding will be reverse split for benefit of LBOC. After the 1:8 reverse split, there
shall be 375,000 registered A warrants exercisable to July 31, 2008 at $4.00, 375,000 B
warrants at $6.00, and 375,000 C warrants at $8.00.
8. LBOC Director Changes. Xxxxxx X. Xxxx shall remain as Chairman of the
Board of Directors. Xxxxxxxxx Xxxxxxxxx shall remain as Director. The following persons
shall be elected as independent directors: Xxxxxxx ("Xxxx") Xxxxxxxx, and Xxxxxxxxx
Xxxxxxx. The fifth director shall be Xxxxxxx XxXxxxx, son of Xxxxx XxXxxxx.
9. LBOC Management. Xxxxxx X. Xxxx shall remain in the position of Chief
Executive Officer and President of LBOC, and Xxxxxxxx Xxxxx shall remain in the
position of Chief Financial Officer of LBOC. Xxxxx XxXxxxx shall be elected as Chief
Operating Officer of LBOC.
10. Clarification of Stock Status of Business Combinations. To combine the
subject companies without a reverse split of common stock, the parties shall decide
whether they wish to choose, as a remedy for a shortage of authorized common stock,
issuance of preferred stock, with a legend that conversion shall not occur unless and
until shareholders have approved a necessary increase in authorized shares of common
stock of LBOC.
11. Compliance. All details of this transaction shall be in full compliance with all
applicable laws in both the USA and the UK. This agreement supersedes any other
agreement, in writing, or verbal that may have existed prior to the signing of this
agreement.
12. Press Releases. The parties shall disclose all material information required for
an understanding of the financial status of the companies involved to the general public
via commonly used media at an appropriate time. Any press releases prepared by
either LBC or LBOC are to be approved in advance by the other party.
13. Operations. The parties hereafter shall operate in the ordinary course of
business and not enter into any unusual or atypical transactions without consent of the
other party.
14. CONCLUSION. The signatories hereunder by executing the foregoing
document do by their signatures, as representatives of the corporate entities herein,
bind said corporate entities to performance of the obligations stated herein,
commencing on the effective date stated herein and in execution of this Agreement
during a reasonable but expeditious time period dictated by circumstances.
15. EFFECTIVE DATE. December 31, 2007.
By: /s/
By: /s/
Xxxxxx X. Xxxx
Xxxxx XxXxxxx
Chairman and Chief Executive Officer
Representing Longborough Capital, PLC, UK
LBO Capital Corp., USA
