Exhibit 10.3
AGREEMENT
BETWEEN:
TELLURIAN, INC, a company
incorporated under the laws of
the State of Delaware, one of the
United States of American
Hereinafter referred to as "Tellurian"
OF THE FIRST PART
-AND-
PHOENIX WOOD PRODUCTS CORPORATION
and XXXXXX BROS. LIMITED, as Trustees
Hereinafter referred to as "the Trustees"
OF THE SECOND PART
Whereas the parties have agreed as herein provided to the conversion of
Series "B" Special Shares held by the Trustees in Cyberport Niagara Inc. for
common stock in Tellurian effective June 30th, 1998;
AND WHEREAS this agreement outlines the terms and conditions for the
exchange.
NOW IN CONSIDERATION of the sum of One Dollar ($1.00) and other
consideration, the parties hereto agree as follows:
1. The Trustees shall endorse Share Certificate No. 1-B in the amount of
912,634 Series "B" Shares in Cyberport Niagara Inc. in favour of Tellurian.
2. The Trustees shall exchange the said Shares of Cyberport Niagara Inc. with
Tellurian in exchange for:
a. 325,278 shares of Tellurian;
b. $180,000.00 payable on or before September 15th, 1998;
c. a letter from solicitors duly authorized and knowledgable in the
field of publicly traded
securities, duly qualified to practice law in the State of New
York, in respect of the laws of New York, the State of Delaware
and the federal laws of the United States of America, that in the
opinion of the said attorney:
i. Tellurian, Inc. is duly incorporated and organized and is
validly existing as a corporation under the laws of the
State of Delaware;
ii. The authorized capital of the corporation consists of
25 million shares of common stock, which shares are
being publicly traded on NASDAQ;
iii. The 325,278 Tellurian Shares have been validly issued
and are recorded in the books and records of the
corporation as being owned by the Trustees herein;
iv. That there is presently no restriction in trading the
said Tellurian stock on the open market beyond August
5th, 1999;
v. The transfer of Tellurian Shares has been duly
authorized, executed and delivered by Tellurian.
3. Within seven (7) days of signing this Agreement, Tellurian shall deposit with
the Trustees an irrevocable authorization and direction to the underwriters,
directing the said underwriters to forward the sum of One Hundred and Eighty
Thousand Dollars ($180,000.00 Canadian) to Xxxxxxxxx and Associates in Trust to
satisfy the obligation contained in paragraph 2 above.
4. Upon Tellurian delivering the shares and furnishing the documentation, the
obligation of Cyberport Niagara Inc., and Tellurian Inc. as contained in the
Agreement between Cyberport Niagara Inc., Tellurian, Inc. and the beneficiaries
of the Trust entered into in March, 1998, shall be amended accordingly.
Dated at Xxxxxxx Xxxxx, Xxxxxxx, this 12 day of August, 1998
SIGNED, SEALED AND DELIVERED )
in the presence of ) TELLURIAN, INC.
)
)
) -------------------
) /s/ Xxxxxx Xxxxxx, President
) I have the authority to bind the Corporation
)
) PHOENIX WOOD PRODUCTS
) CORPORATION
)
) ---------------------
) /s/ Xxxxxxx Xxxxxx, President
) I have the authority to bind the Corporation
) XXXXXX BROS. LIMITED
)
) Per:
)
) ----------------------------
) /s/ Xxxxx Xxxxxxx, President
) I have the authority to bind the Corporation
Stationery of Tellurian, Inc.
Attachment to agreement
I, Xxxxxx Xxxxxx, President of Tellurian, Inc. have signed the attached
agreement dated August 12, 1998 between Tellurian and Phoenix Wood Products
Corporation and Xxxxxx Brothers Limited, as Trustees because it is clear to me
that the document sets forth the agreed intent of the parties. As discussed by
telephone with Xxxx Xxxxxx, our concern is that the form of the agreement may
not be acceptable under US law and SEC regulations. Since some of the parties to
the agreement are not available until next week, we have agreed to sign the
document with the proviso that both parties agree to redraft the document in
form as soon as possible.
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/s/ Xxxxxx Xxxxxx
