SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
EXHIBITS
TO
HA Spinnaker, Inc.
20
INDEX TO EXHIBITS
Exhibit Page or
Number Description Cross Reference
3A Articles and Bylaws +
3B Articles of Amendment +
10A Lock Up Agreement (G Xxxxxx)
10B Lock Up Agreement (X. Xxxxxxx)
10C Lock Up Agreement (X. Xxxxxx)
10D Lock Up Agreement (B Carlson)
+ Previously filed.
21
Exhibit 10-A
Lock Up Letter Agreement
X. Xxxxxx
LOCK UP LETTER AGREEMENT
The Board of Directors
HA Spinaker, Inc.
0000 Xxxxxxxxx Xxxxx
#000
Xxxxxxxxx, XX 00000
Re: Lock Up of HA Spinaker, Inc. Common Stock (the "Shares")
Gentlemen:
It is my understanding that the Company has recently filed a Form 10SB with
the U.S. Securities and Exchange Commission. It is further my understanding that
the Company wishes to prevent all of the Shares from being sold or transferred,
either in the open market or in a private transaction, until the Company has
consummated a merger or acquisition and is no longer classified as a shell
corporation under applicable federal or state law.
Therefore, in consideration of the promises contained herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged, I
agree to the following conditions with respect to my Shares.
I hereby tender to Xxxxx Xxxxxx & Associates, P.C., counsel to the Company
(the "Holder"), the certificates for that number of Shares listed at the end of
this letter agreement and instruct the Holder not to release any certificates to
any person until the Company has provided written certification to the Holder
that a merger or acquisition of the Company has been closed and is no longer
classified as a shell corporation under applicable federal or state law.,
whereupon the Holder is hereby instructed to release said Shares as I or my
successors, beneficiaries, or authorized representatives may direct in writing.
I represent and warrant that I am over the age of 21 years; have had an
opportunity to ask questions of the representatives of the Company; that I,
individually or together with others on whom I rely, have such knowledge and
experience in financial and business affairs that I have the capability of
evaluating the actions which I take in this letter agreement. Further, I agree
that I will not sell my Shares without registration under the Securities Act of
1933 or exemption therefrom.
I agree that in the event that any dispute where to arise in connection
with this letter agreement or with my investment in the Company, I agree, prior
to seeking any other relief at law or equity, to submit the matter to binding
arbitration in accordance with the rules of the National Association of
Securities Dealers at a place to be designated by the Company.
All parties who are signatories to this letter agreement covenant, warrant
and agree that the Holder:
X. Xxxxx have no duty to collect any proceeds of the sale of any of
the Shares.
B. Undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this letter
agreement against the Holder.
C. May act in reliance upon any writing or instrument or signature
which it believes in good faith to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice, or instructions in connection with the provisions hereof
has been duly authorized to do so.
D. Shall not be liable, in any manner, for the validity, sufficiency
or correctness, as to form, manner and execution, of any instrument
deposited with the Holder or with respect to the identity, authority, or
right of any person executing the same, and its duties hereunder shall be
limited to the safekeeping of such instruments or other documents received
by it as Holder and for the disposition of the same in accordance with this
letter agreement.
X. Xxx consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such
counsel. The Holder shall otherwise not be liable for any mistake of fact
or error of judgment or any acts or omissions of any kind, unless caused by
its willful misconduct or gross negligence.
X. Xxx resign upon 30 days written notice to the owner of the Shares
and to the Company. If a successor Xxxxxx is not appointed within this 30
day period, the Holder may petition a court of competent jurisdiction to
name a successor. Further, in the event that a dispute where to arise in
connection with this letter agreement or the Holder's possession of the
Shares, the Holder, upon 30 days written notice to the owner of the Shares
and to the Company, may interplead the Shares into any court of competent
jurisdiction selected by the Holder, in its sole discretion. Thereafter,
the Holder will have no further responsibilities under this letter
agreement.
G. May, in the event of doubt as to its duties or liabilities under
the provisions of this escrow, in its sole discretion, continue to hold the
Shares and other documents which are the subject to this letter agreement
until all interested persons mutually agree to the disbursement thereof,
and may, in its sole discretion, file an action in interpleader into any
court of competent jurisdiction selected by the Holder, in its sole
discretion, to resolve such disagreement. The Holder shall be indemnified
for all costs, including reasonable attorneys, fees, in trial and appellate
courts, in connection with any and all aforesaid interpleader action and
shall be fully protected in suspending all or a part of its activities
under this letter agreement until final judgment in the interpleader action
is received.
X. Xxxxxx shall not earn a fee for its services hereunder.
All notices and communications hereunder shall be in writing and shall be
deemed to be duly given if sent by registered or certified mail, return receipt
requested, to the respective addresses set forth at the end hereof.
The rights created by this Agreement shall inure to the benefit of and the
obligations created hereby shall be binding upon the successors and assigns of
the signatories to this letter agreement.
This Agreement shall be construed and enforced according to the laws of the
State of Colorado.
I hereby execute this Agreement as of the 26 day of November 1996.
Mailing Address: Xxxx Xxxxxx
0000 X. Xxx Xxxxx Xx.
Littleton, Colorado 80120
SHARES TENDERED: 20,000,000
/S/X. Xxxxxx
------------------------
Signature(s) of Shareholder
ACCEPTED AND AGREED TO as of the Date set forth above:
HA Spinaker, Inc.
a Colorado Corporation
By: /S/Xxxxxxx Xxxxxx
------------------------
Authorized Officer
Exhibit 10-B
Lock Up Letter Agreement
X. Xxxxxxx
LOCK UP LETTER AGREEMENT
The Board of Directors
HA Spinaker, Inc.
0000 Xxxxxxxxx Xxxxx
#000
Xxxxxxxxx, XX 00000
Re: Lock Up of HA Spinaker, Inc. Common Stock (the "Shares")
Gentlemen:
It is my understanding that the Company has recently filed a Form 10SB with
the U.S. Securities and Exchange Commission. It is further my understanding that
the Company wishes to prevent all of the Shares from being sold or transferred,
either in the open market or in a private transaction, until the Company has
consummated a merger or acquisition and is no longer classified as a shell
corporation under applicable federal or state law.
Therefore, in consideration of the promises contained herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged, I
agree to the following conditions with respect to my Shares.
I hereby tender to Xxxxx Xxxxxx & Associates, P.C., counsel to the Company
(the "Holder"), the certificates for that number of Shares listed at the end of
this letter agreement and instruct the Holder not to release any certificates to
any person until the Company has provided written certification to the Holder
that a merger or acquisition of the Company has been closed and is no longer
classified as a shell corporation under applicable federal or state law.,
whereupon the Holder is hereby instructed to release said Shares as I or my
successors, beneficiaries, or authorized representatives may direct in writing.
I represent and warrant that I am over the age of 21 years; have had an
opportunity to ask questions of the representatives of the Company; that I,
individually or together with others on whom I rely, have such knowledge and
experience in financial and business affairs that I have the capability of
evaluating the actions which I take in this letter agreement. Further, I agree
that I will not sell my Shares without registration under the Securities Act of
1933 or exemption therefrom.
I agree that in the event that any dispute where to arise in connection
with this letter agreement or with my investment in the Company, I agree, prior
to seeking any other relief at law or equity, to submit the matter to binding
arbitration in accordance with the rules of the National Association of
Securities Dealers at a place to be designated by the Company.
All parties who are signatories to this letter agreement covenant, warrant
and agree that the Holder:
X. Xxxxx have no duty to collect any proceeds of the sale of any of
the Shares.
B. Undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this letter
agreement against the Holder.
C. May act in reliance upon any writing or instrument or signature
which it believes in good faith to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice, or instructions in connection with the provisions hereof
has been duly authorized to do so.
D. Shall not be liable, in any manner, for the validity, sufficiency
or correctness, as to form, manner and execution, of any instrument
deposited with the Holder or with respect to the identity, authority, or
right of any person executing the same, and its duties hereunder shall be
limited to the safekeeping of such instruments or other documents received
by it as Holder and for the disposition of the same in accordance with this
letter agreement.
X. Xxx consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such
counsel. The Holder shall otherwise not be liable for any mistake of fact
or error of judgment or any acts or omissions of any kind, unless caused by
its willful misconduct or gross negligence.
X. Xxx resign upon 30 days written notice to the owner of the Shares
and to the Company. If a successor Xxxxxx is not appointed within this 30
day period, the Holder may petition a court of competent jurisdiction to
name a successor. Further, in the event that a dispute where to arise in
connection with this letter agreement or the Holder's possession of the
Shares, the Holder, upon 30 days written notice to the owner of the Shares
and to the Company, may interplead the Shares into any court of competent
jurisdiction selected by the Holder, in its sole discretion. Thereafter,
the Holder will have no further responsibilities under this letter
agreement.
G. May, in the event of doubt as to its duties or liabilities under
the provisions of this escrow, in its sole discretion, continue to hold the
Shares and other documents which are the subject to this letter agreement
until all interested persons mutually agree to the disbursement thereof,
and may, in its sole discretion, file an action in interpleader into any
court of competent jurisdiction selected by the Holder, in its sole
discretion, to resolve such disagreement. The Holder shall be indemnified
for all costs, including reasonable attorneys, fees, in trial and appellate
courts, in connection with any and all aforesaid interpleader action and
shall be fully protected in suspending all or a part of its activities
under this letter agreement until final judgment in the interpleader action
is received.
X. Xxxxxx shall not earn a fee for its services hereunder.
All notices and communications hereunder shall be in writing and shall be
deemed to be duly given if sent by registered or certified mail, return receipt
requested, to the respective addresses set forth at the end hereof.
The rights created by this Agreement shall inure to the benefit of and the
obligations created hereby shall be binding upon the successors and assigns of
the signatories to this letter agreement.
This Agreement shall be construed and enforced according to the laws of the
State of Colorado.
I hereby execute this Agreement as of the 26 day of November 1996.
Mailing Address: Asamera Far East Private Ltd.
Tong Building, #04-01
000 Xxxxxxx Xx., Xxxxxxxxx 0923
SHARES TENDERED: 1,500,000
/S/X. Xxxxxxx
------------------------
Signature(s) of Shareholder
ACCEPTED AND AGREED TO as of the Date set forth above:
HA Spinaker, Inc.
a Colorado Corporation
By: /S/Xxxxxxx Xxxxxx
------------------------
Authorized Officer
Exhibit 10-C
Lock Up Letter Agreement
X. Xxxxxx
LOCK UP LETTER AGREEMENT
The Board of Directors
HA Spinaker, Inc.
0000 Xxxxxxxxx Xxxxx
#000
Xxxxxxxxx, XX 00000
Re: Lock Up of HA Spinaker, Inc. Common Stock (the "Shares")
Gentlemen:
It is my understanding that the Company has recently filed a Form 10SB with
the U.S. Securities and Exchange Commission. It is further my understanding that
the Company wishes to prevent all of the Shares from being sold or transferred,
either in the open market or in a private transaction, until the Company has
consummated a merger or acquisition and is no longer classified as a shell
corporation under applicable federal or state law.
Therefore, in consideration of the promises contained herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged, I
agree to the following conditions with respect to my Shares.
I hereby tender to Xxxxx Xxxxxx & Associates, P.C., counsel to the Company
(the "Holder"), the certificates for that number of Shares listed at the end of
this letter agreement and instruct the Holder not to release any certificates to
any person until the Company has provided written certification to the Holder
that a merger or acquisition of the Company has been closed and is no longer
classified as a shell corporation under applicable federal or state law.,
whereupon the Holder is hereby instructed to release said Shares as I or my
successors, beneficiaries, or authorized representatives may direct in writing.
I represent and warrant that I am over the age of 21 years; have had an
opportunity to ask questions of the representatives of the Company; that I,
individually or together with others on whom I rely, have such knowledge and
experience in financial and business affairs that I have the capability of
evaluating the actions which I take in this letter agreement. Further, I agree
that I will not sell my Shares without registration under the Securities Act of
1933 or exemption therefrom.
I agree that in the event that any dispute where to arise in connection
with this letter agreement or with my investment in the Company, I agree, prior
to seeking any other relief at law or equity, to submit the matter to binding
arbitration in accordance with the rules of the National Association of
Securities Dealers at a place to be designated by the Company.
All parties who are signatories to this letter agreement covenant, warrant
and agree that the Holder:
X. Xxxxx have no duty to collect any proceeds of the sale of any of
the Shares.
B. Undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this letter
agreement against the Holder.
C. May act in reliance upon any writing or instrument or signature
which it believes in good faith to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice, or instructions in connection with the provisions hereof
has been duly authorized to do so.
D. Shall not be liable, in any manner, for the validity, sufficiency
or correctness, as to form, manner and execution, of any instrument
deposited with the Holder or with respect to the identity, authority, or
right of any person executing the same, and its duties hereunder shall be
limited to the safekeeping of such instruments or other documents received
by it as Holder and for the disposition of the same in accordance with this
letter agreement.
X. Xxx consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such
counsel. The Holder shall otherwise not be liable for any mistake of fact
or error of judgment or any acts or omissions of any kind, unless caused by
its willful misconduct or gross negligence.
X. Xxx resign upon 30 days written notice to the owner of the Shares
and to the Company. If a successor Xxxxxx is not appointed within this 30
day period, the Holder may petition a court of competent jurisdiction to
name a successor. Further, in the event that a dispute where to arise in
connection with this letter agreement or the Holder's possession of the
Shares, the Holder, upon 30 days written notice to the owner of the Shares
and to the Company, may interplead the Shares into any court of competent
jurisdiction selected by the Holder, in its sole discretion. Thereafter,
the Holder will have no further responsibilities under this letter
agreement.
G. May, in the event of doubt as to its duties or liabilities under
the provisions of this escrow, in its sole discretion, continue to hold the
Shares and other documents which are the subject to this letter agreement
until all interested persons mutually agree to the disbursement thereof,
and may, in its sole discretion, file an action in interpleader into any
court of competent jurisdiction selected by the Holder, in its sole
discretion, to resolve such disagreement. The Holder shall be indemnified
for all costs, including reasonable attorneys, fees, in trial and appellate
courts, in connection with any and all aforesaid interpleader action and
shall be fully protected in suspending all or a part of its activities
under this letter agreement until final judgment in the interpleader action
is received.
X. Xxxxxx shall not earn a fee for its services hereunder.
All notices and communications hereunder shall be in writing and shall be
deemed to be duly given if sent by registered or certified mail, return receipt
requested, to the respective addresses set forth at the end hereof.
The rights created by this Agreement shall inure to the benefit of and the
obligations created hereby shall be binding upon the successors and assigns of
the signatories to this letter agreement.
This Agreement shall be construed and enforced according to the laws of the
State of Colorado.
I hereby execute this Agreement as of the 26 day of November 1996.
Mailing Address: 000 Xxxxx Xxxxx Xx.
Littleton, Colorado 80120
SHARES TENDERED: 7,000,000
/S/X. Xxxxxx
------------------------
Signature(s) of Shareholder
ACCEPTED AND AGREED TO as of the Date set forth above:
HA Spinaker, Inc.
a Colorado Corporation
By:/S/Xxxxxxx Xxxxxx
------------------------
Authorized Officer
Exhibit 10-D
Lock Up Letter Agreement
X. Xxxxxxx
LOCK UP LETTER AGREEMENT
The Board of Directors
HA Spinaker, Inc.
0000 Xxxxxxxxx Xxxxx
#000
Xxxxxxxxx, XX 00000
Re: Lock Up of HA Spinaker, Inc. Common Stock (the "Shares")
Gentlemen:
It is my understanding that the Company has recently filed a Form 10SB with
the U.S. Securities and Exchange Commission. It is further my understanding that
the Company wishes to prevent all of the Shares from being sold or transferred,
either in the open market or in a private transaction, until the Company has
consummated a merger or acquisition and is no longer classified as a shell
corporation under applicable federal or state law.
Therefore, in consideration of the promises contained herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged, I
agree to the following conditions with respect to my Shares.
I hereby tender to Xxxxx Xxxxxx & Associates, P.C., counsel to the Company
(the "Holder"), the certificates for that number of Shares listed at the end of
this letter agreement and instruct the Holder not to release any certificates to
any person until the Company has provided written certification to the Holder
that a merger or acquisition of the Company has been closed and is no longer
classified as a shell corporation under applicable federal or state law.,
whereupon the Holder is hereby instructed to release said Shares as I or my
successors, beneficiaries, or authorized representatives may direct in writing.
I represent and warrant that I am over the age of 21 years; have had an
opportunity to ask questions of the representatives of the Company; that I,
individually or together with others on whom I rely, have such knowledge and
experience in financial and business affairs that I have the capability of
evaluating the actions which I take in this letter agreement. Further, I agree
that I will not sell my Shares without registration under the Securities Act of
1933 or exemption therefrom.
I agree that in the event that any dispute where to arise in connection
with this letter agreement or with my investment in the Company, I agree, prior
to seeking any other relief at law or equity, to submit the matter to binding
arbitration in accordance with the rules of the National Association of
Securities Dealers at a place to be designated by the Company.
All parties who are signatories to this letter agreement covenant, warrant
and agree that the Holder:
X. Xxxxx have no duty to collect any proceeds of the sale of any of
the Shares.
B. Undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this letter
agreement against the Holder.
C. May act in reliance upon any writing or instrument or signature
which it believes in good faith to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice, or instructions in connection with the provisions hereof
has been duly authorized to do so.
D. Shall not be liable, in any manner, for the validity, sufficiency
or correctness, as to form, manner and execution, of any instrument
deposited with the Holder or with respect to the identity, authority, or
right of any person executing the same, and its duties hereunder shall be
limited to the safekeeping of such instruments or other documents received
by it as Holder and for the disposition of the same in accordance with this
letter agreement.
X. Xxx consult with counsel of its own choice and shall have full and
complete authorization and protection for any action taken or suffered by
it hereunder in good faith and in accordance with the opinion of such
counsel. The Holder shall otherwise not be liable for any mistake of fact
or error of judgment or any acts or omissions of any kind, unless caused by
its willful misconduct or gross negligence.
X. Xxx resign upon 30 days written notice to the owner of the Shares
and to the Company. If a successor Xxxxxx is not appointed within this 30
day period, the Holder may petition a court of competent jurisdiction to
name a successor. Further, in the event that a dispute where to arise in
connection with this letter agreement or the Holder's possession of the
Shares, the Holder, upon 30 days written notice to the owner of the Shares
and to the Company, may interplead the Shares into any court of competent
jurisdiction selected by the Holder, in its sole discretion. Thereafter,
the Holder will have no further responsibilities under this letter
agreement.
G. May, in the event of doubt as to its duties or liabilities under
the provisions of this escrow, in its sole discretion, continue to hold the
Shares and other documents which are the subject to this letter agreement
until all interested persons mutually agree to the disbursement thereof,
and may, in its sole discretion, file an action in interpleader into any
court of competent jurisdiction selected by the Holder, in its sole
discretion, to resolve such disagreement. The Holder shall be indemnified
for all costs, including reasonable attorneys, fees, in trial and appellate
courts, in connection with any and all aforesaid interpleader action and
shall be fully protected in suspending all or a part of its activities
under this letter agreement until final judgment in the interpleader action
is received.
X. Xxxxxx shall not earn a fee for its services hereunder.
All notices and communications hereunder shall be in writing and shall be
deemed to be duly given if sent by registered or certified mail, return receipt
requested, to the respective addresses set forth at the end hereof.
The rights created by this Agreement shall inure to the benefit of and the
obligations created hereby shall be binding upon the successors and assigns of
the signatories to this letter agreement.
This Agreement shall be construed and enforced according to the laws of the
State of Colorado.
I hereby execute this Agreement as of the 26 day of November 1996.
Mailing Address: Xxxxxx Xxxxxxx
000 Xxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
SHARES TENDERED: 100,000
/S/X. Xxxxxxx
------------------------
Signature(s) of Shareholder
ACCEPTED AND AGREED TO as of the Date set forth above:
HA Spinaker, Inc.
a Colorado Corporation
By: ///Xxxxxxx Xxxxxx///
------------------------
Authorized Officer
