SALE AND PURCHASE CONTRACT
RELATING TO MONTANA HOLDINGS LTD
This Contract is between the following Parties:
Mr. John Mittens and his various associates, a private individual and citizen
of the United Kingdom, currently residing at 0 Xxxxx Xxxxx Xxxxx, Xxxxxx,
Xxxxxxx (together referred to as "JM")
AND
Integrated Data Corp and/or its nominees ("IDC") a public company, registered
in the State of Delaware, United States, with an address 0000 Xxx Xxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX. 00000-0000, XXX ("IDC")
(hereinafter referred to together as the "Parties")
WHEREAS:
1. JM is the majority shareholder of Montana Holdings Ltd ("MHL"), a private
limited company registered in the Bahamas.
1.1 JM beneficially owns not less than 1,966 Ordinary shares of MHL and
controls not less than 3,933 Ordinary shares of MHL, all issued fully
paid and together currently representing not less than 70% of the equity
of MHL.
2. The total equity of MHL is represented by 5,596 ordinary shares, issued
fully paid and each ranking parri passu..
3. IDC is a United States public company listed on the NASDAQ pink sheets
under symbol 'ITDD'.
4. IDC has entered into that certain Loan Contract with MHL and JM, whereby
JM or his associates promises to facilitate the purchase by IDC of not less
than 20% of MHL, being a total of not less than 1,120 ordinary shares, see
Xxxxxxxx 0, Xxx XXX/XXX Loan Contract (the "IDC Loan Contract").
5. All references to currency in this Contract will be United States
Dollars.
WHEREBY,
The Parties agree that for good and valuable consideration, receipt of which
is hereby acknowledged, that they will implement this Contract and abide by
the following terms and conditions herein:
6. The Parties agree that the current minimum value of MHL after allowing
for debt is not less than $65,000,000, there by valuing ordinary shares at
$11,615.44 each
7. As partial fulfilment of the terms and conditions as described in the IDC
Loan Contract, JM will sell and IDC will purchase the beneficial interest in
1,120 Ordinary shares of MHL for a total consideration of $13,000,000 (the
"Consideration").
8. The Consideration will be satisfied as follows:
8.1 $3,880,000 in cash, payable as and when directed by JM in writing to
IDC.
8.2 $6,120,000 in the form of 3,060,000 Ordinary shares of IDC, which
shall be issued under Rule 144 of the Untied States Securities and
Exchange Commission.
8.3 $3,000,000 in the form of an unsecured loan to IDC, bearing accruing
interest of 3% per annum, whereby the loan plus accrued interest is
repayable on the 5th anniversary of this Contract (the "Repayment Date").
8.3.1 At the sole option of IDC, the loan plus accrued interest will
be convertible at any time prior to the Repayment Date, into new
shares of IDC at a strike price of $2 per shares and issued under
Rule 144 of the United States Securities & Exchange Commission
hereby being restricted as to tradability for a period of one year.
9. Until such time as Government approval is obtained for the transfer, or
until such time as IDC directs, JM shall continue to hold in trust such
equity on behalf of IDC and to IDC's order.
9.1 Subject to prior Government approval, IDC shall then have the right
to direct that any beneficial interest it acquires in MHL shall be held:
i) either directly by IDC, or
ii) held by a subsidiary of IDC, or
iii) held by a nominee of IDC.
10. Notices. Any notices permitted or required under this Agreement shall
be deemed given upon the date of personal delivery or 48 hours after deposit
in the United States mail, postage fully prepaid, return receipt requested,
addressed to IDC at:
Integrated Data Corp.
0000 Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
and addressed to JM at:
Mr. John Mittens
Montana Holdings Ltd.
0 Xxxxxx Xxxxx
X.X. Xxx X0000
Nassau, Bahamas
or at any other address as any party may, from time to time, designate by
notice given in compliance with this section.
11. Governing Law, Jurisdiction and Venue. This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware, the
domicile of IDC. Any action at law or suit for equitable performance
initiated hereunder shall be commenced in the Delaware Chancery Court.
12. Arbitration. If at any time during the term of this Agreement any
dispute, difference or disagreement shall arise upon or in respect of the
Agreement, and the meaning and construction hereof, every such dispute,
difference and disagreement shall be referred to a single arbiter agreed upon
by the parties, or if no single arbiter can be agreed upon, an arbiter or
arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof.
13. Attorney Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any
appeal there from, it is agreed that the prevailing party shall be entitled
to reasonable attorneys' fees to be fixed by the arbitrator, trial court
and/or appellate court.
14. Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that the Agreement or any section
thereof was drafted by that party.
15. Titles and Captions. All article, section and paragraph titles or
captions contained in this Agreement are for convenience only and shall not
be deemed part of the context nor affect the interpretation of this
Agreement.
16. Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings, terms
sheets, letters and agreements among them respecting the subject matter of
this Agreement.
17. Modifications Must Be in Writing. This Agreement may not be changed
orally. All modifications of this Agreement must be in writing and must have
been signed by each party.
18. Agreement Binding. This Agreement shall be binding upon the successors
and assigns of the parties hereto.
19. Further Action. The parties shall execute and deliver all documents,
provide all information and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of this Agreement.
20. Counterparts. This Agreement may be executed in several counterparts
and all so executed shall constitute one Agreement, binding on both the
parties even though both parties may not be signatories to the original or
the same counterpart.
21. Facsimile Signatures. Facsimile or electronic mail attachment
transmission of any signed original document, and the retransmission of any
signed facsimile transmission, shall be the same as delivery of the original
signed document. At the request of any party, a party shall confirm
documents with a facsimile transmitted signature by signing an original
document.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the day
and year hereinafter written.
Date: 23 January 2007
MR. JOHN MITTENS INTEGRATED DATA CORP.
By: /s/ Xxxx Mittens By: /s/ Xxx Xxxxxx
----------------- ---------------
Xxxx Mittens Xxx Xxxxxx
Chief Executive Officer
APPENDIX 1
Integrated Data Corp.
0000 Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
21 January 2007
Board of Directors
Montana Holdings Ltd.
#0 Xxxxxx Xxxxx
X.X. Xxx X-0000
Nassau, New Providence
The Bahamas
Subject: 'Letter of Offer' to Invest in the Equity of Montana Holdings Ltd
("MHL") and Provide Up To US$7M in Two Loan Facilities.
Dear Sirs:
Please accept this letter as our irrevocable offer to both purchase equity in
MHL and to provide, subject to the terms and conditions of this Letter of
Offer:
i) an ongoing loan facility of up to US$6M (Six Million US Dollars) to be
utilized in defraying the general costs of MHL's Rum Cay development
program during the whole of 2007, and
ii) an ongoing loan facility of up to US$1M (One Million US Dollars) for
use in MHL's proposed development of a semi-autonomous 'Floor and Wall
Tile Production Facility'.
General Terms and Conditions of the Loan Facilities
---------------------------------------------------
1. All currency shall be expressed as United States Dollars (US$).
2. This Offer will lapse in its entirety if not accepted in writing by MHL
on or before the 8th February 2007.
3. This offer is based on an ongoing fixed value of $65M (Sixty-five Million
US Dollars) for 100% of the equity of MHL and $2.00 per share for equity in
Integrated Data Corp ("IDC").
3.1 For the entire period that any term or condition of this offer is in
force or to be enacted, these values will remain fixed.
4. The provision of both Loan Facilities will be subject to IDC being
assisted by MHL to acquire equity in MHL of not less than 20% of the entire
equity of MHL.
4.1 IDC shall have the right to direct that any beneficial interest it
acquires in MHL shall be held:
i) either directly by IDC, or
ii) held by a subsidiary of IDC, or
iii) held by a nominee of IDC
5. IDC shall acquire the beneficial interest in such MHL shares prior to
first drawdown of the loan facility, thereafter such beneficial interest
shall be subject only to obtaining Bahamian government approval for the
transfer of the said equity, which MHL shall use its best endeavors to
obtain.
5.1 Until such time as Government approval is obtained for the transfer,
or until such time as IDC directs, Mr. John Mittens ("JM"), the Chairman
and majority shareholder of MHL, shall continue to hold in trust such
equity on behalf of IDC and to IDC's order.
6. IDC shall be allowed to appoint a nominee to the board of MHL.
7. The terms and conditions of this offer are subject to the prior approval
of Matrix Securities/Bank of Scotland.
Equity Terms and Conditions
---------------------------
8. Not less than 66% of the Consideration to be paid by IDC to acquire any
equity of MHL shall be in the form of new shares of IDC, issued fully paid
and shall be restricted under Rule 144 of the United States Securities &
Exchange Commission.
8.1 Any remaining Consideration shall be paid in cash.
9. In any event and other than by prior written agreement of IDC, JM shall
retain not less than 51% of the equity of MHL.
9.1 In addition, JM shall provide IDC with a one year irrevocable
option to acquire his entire equity interests in MHL for a Consideration
that shall be satisfied entirely in new shares of IDC, issued fully paid
and shall be restricted under Rule 144 of the United States Securities
and Exchange Commission.
9.2 Any exercise by IDC of the option shall be strictly subject to
prior Bahamian Government approval and the approval of Matrix/Bank of
Scotland, or the full repayment of the Matrix/Bank of Scotland loan
facility.
Loan Terms and Conditions
-------------------------
10. Other than by the written consent of IDC, the maximum Loan Facilities
will be $6M and $1M respectively.
10.1 The Loan Facilities shall be drawn-down according to the attached
schedule, see Appendix I "Loan Drawdown Schedule" and any changes to the
Loan Drawdown Schedule shall be subject to the approval of the IDC
nominated board member.
10.2 The $1M Loan Facility shall be drawn-down to assist in the
construction, development and operation of a semi-autonomous 'Floor and
Wall Tile Production Facility' to facilitate the reclamation of rock,
stone and coral from the marina excavations and its processing into
floor, wall and roof tiles for 'arm-length sales' to MHL and other third
parties.
10.3 In additional compensation and under a proposed codicil to this
Letter of Offer, IDC shall be entitled to an appropriate equity
partnership in a proposed new corporate entity that will establish the
aforementioned facility.
11. 1% facility fees of $60,000 and $10,000 respectively, shall be deducted
by IDC from the first draw-downs of each Loan Facility.
12. Interest on both Loan Facilities shall be payable monthly in arrears
("Interest Period"), calculated on a 9% annual interest basis and based on
the total outstanding amount at the end of each Interest Period.
12.1 Each monthly interest due on each Loan Facility shall be deducted
from the following month's draw-downs.
13. The entire outstanding sums of each Loan Facility shall be considered
'shareholders' loans and rank parri passu in all respects with all other
existing MHL shareholder loans, subject to and subordinated only to the
Matrix/Bank of Scotland loan.
14. The total of the IDC loans and any accrued interest shall be repayable
within 5 working days in the event that:
14.1 IDC's equity interest in MHL drops bellow 20% without their prior
written approval;
14.2 the repayment of any other shareholders loans;
14.3 the net asset value of MHL falls below $35M (Thirty-five Million US
Dollars); or
14.4 the insolvency of MHL.
15. Both Loan Facilities shall be repayable at the option of MHL without
penalty but in any event on or before the 5th anniversary of the date of
first funding.
Please return a copy of this letter, duly executed by an authorized officer
of MHL, to signify MHL's acceptance of the terms and conditions of this
Letter of Offer in their entirety.
Note that IDC shall be required to make a public statement following the
issue of this offer.
Very truly yours,
/s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx
Chief Executive Officer
Integrated Data Corp.
Accepted and agreed to:
MONTANA HOLDINGS LTD.
/s/ Xxxx Mittens
----------------
Xxxx Mittens
Chairman
