COMPROMISE AND SETTLEMENT AGREEMENT
THIS COMPROMISE AND SETTLEMENT AGREEMENT (the "Agreement") is made
and entered into as of this 28th day of April, 2004, by and between Oak Ridge
Micro-Energy, Inc., a corporation organized under the laws of the State of
Colorado, United States of America ("Oak Ridge"), Xxxx Xxxxxxxxxx, a resident
of the State of Utah, United States of America, and the President of Oak Ridge
("Xxxxxxxxxx"), with Oak Ridge and Xxxxxxxxxx being sometimes collectively
called the "First Parties" herein; and Global Opportunity GmbH & Co., a
corporation organized under the laws of Germany ("Global"), Marcus Petrullat,
a resident of Germany and a duly authorized representative or agent of Global
("Petrullat"), Xxxxx Xxxxxxxx, a resident of Germany ("Xxxxxxxx") and Oak
Ridge Micro-Energy Europa AG, a corporation organized under the laws of
Germany ("Oak Ridge Europa"), and Xxxxx Xxxxxxxx, a resident of Germany, with
Global, Petrullat, Xxxxxxxx and Oak Ridge Europa being sometimes collectively
called the "Second Parties" herein.
WITNESSETH:
1.
Purpose
The First Parties and the Second Parties acknowledge that there
presently exists a substantial, irreconcilable dispute among the First Parties
on the one hand and the Second Parties on the other hand, and without
admitting or acknowledging the accuracy or truthfulness of the claims of any
other party, these parties have determined it to be in their mutual best
interests to resolve any such dispute. Therefore, the purpose of this
Agreement is to compromise and settle any and all claims or causes of action
of any type or nature whatsoever or matters otherwise related to the dispute
described in Section 2 herein below, without qualification, by, between and
among the parties hereto and their respective successors, directors, executive
officers, agents, employees and stockholders.
2.
Statement of Dispute
2.1 The First Parties and the Second Parties agree that Oak
Ridge and Global entered into a Letter Agreement as of December 2, 2003, a
copy of which is attached hereto as Exhibit A and incorporated herein by
reference (the "Global Letter Agreement"), and pursuant to which Oak Ridge
agreed to offer in Germany and Global agreed to sell in Germany certain $1.25
units of Oak Ridge comprised of one fully-paid share of common stock of Oak
Ridge and one $1.25 one year warrant to acquire an addition share of common
stock of Oak Ridge (the "Units"). These parties also agree that the Units,
the common stock and the warrants of Oak Ridge were all "restricted
securities" as that term is defined under Rule 144 of the United States
Securities and Exchange Commission, and that no public sale of the common
stock included in the Units can be made until the expiration of one year from
the date of payment of the respective Units offered and sold, and that one
year must elapse from the payment of the exercise price of the warrants prior
to any public sale of the common stock issuable on the exercise of the
warrants.
2.2 The First Parties and the Second Parties also agree that
Global, though representations of its legal counsel, Xxxxxx X. Xxxxxx, Esq.,
and in the form correspondence from Xx. Xxxxxx intended to operate as a legal
opinion, represented to Oak Ridge that (i) Global was fully and lawfully
authorized to offer and sell the Units in Germany; and (ii) that no prior or
subsequent governmental filings of any kind were required in Germany of Oak
Ridge or Global to effect the offer and sale of the Units in Germany.
2.3 The First Parties and the Second Parties further agree
that to the date of this Agreement, Global has wired or caused to be wired to
the bank account of Oak Ridge the aggregate sum of $1,018,575.07 for the
purchase of 814,860 of the Units of Oak Ridge offered and sold by Global under
the Global Letter Agreement from the at the times, in the amounts and from the
persons listed in Exhibit B attached hereto and incorporated herein by
reference.
2.4 The First Parties and the Second Parties additionally
agree that the Subscription Agreements tendered by Oak Ridge Europa for the
purchase of 360,000 the Units outlined in Section 2.3 hereof, along with the
$450,000 in wired funds through Global or otherwise for the payment of such
Units, were changed by the Second Parties to be a Subscription Agreement and
payment of 360,000 Units to be issued in the name of Global.
2.5 The First Parties and the Second Parties also agree that
Global sold 800,000 Units prior to April 15th, 2004, and that Xxxxxxxx
receives 200,000 shares of common stock of Oak Ridge that are "restricted
securities". This is put together out of 40,000 compensatory shares of common
stock per each 200,000 Units that Oak Ridge agreed to pay Xxxxxxxx in
connection with the offer and sale of the Units under the Global Letter
Agreement and a bonus of 40,000 shares for paying a total of 200,000 shares of
common stock, all of which shall be issued in accordance with the Global
instructions attached hereto as Exhibit C and incorporated herein by
reference.
2.6 The First Parties, Global and Xxxxxxxx further agree that
the Global Letter Agreement is terminated, effective as of April 1, 2004, and
that the maximum number of Units that shall have been sold by Global or
purchased by the Second Parties or anyone acting by or through the Second
Parties under the Global Letter Agreement or otherwise shall be 800,000 Units
for an aggregate consideration of $1,000,000, with the balance of the
$18,575.07 to be returned to Global for its use.
2.7 The First Parties and the Second Parties additionally
agree that the following shares of common stock amounting to 641,710 shares
that comprise a portion of the Units offered and sold by Global under the
Global Letter Agreement have been issued, delivered or will be delivered as
follows, which is acceptable to all parties: Xxxxxx-Xxxxxxxxx Xxxxxx, 38,000
shares (delivered to Global); Eckerd Wohlgehagen, 80,000 shares (delivered to
Global); Xx. Xxxxx Xxxx, 82,000 shares (delivered to Global); Xxxxxx-Xxxxxxxxx
Xxxxxx, 340,000 shares (being held in trust by Xxxxxxx X. Xxxxxxxxxx, Esq.,
legal counsel for Oak Ridge, for delivery to Global on the execution and
delivery of this Agreement); and Xxxxxx-Xxxxxxxxx Xxxxxx, 101,710 shares
(also being held in trust by Xx. Xxxxxxxxxx for delivery to Global on the
execution and delivery of this Agreement). These parties further agree that
an additional 158,290 shares of common stock will also be issued and delivered
to Xxxxxx-Xxxxxxxxx Xxxxxx on the execution and delivery of this Agreement,
which amount will represent the balance of the common stock that comprises a
portion of the 800,000 Units that have been agreed to have been offered and
sold under the Global Letter Agreement, which is acceptable to all parties.
2.8 The First Parties and the Second Parties additionally
agree that all warrants that comprise a portion of the 800,000 Units that have
been agreed to have been offered and sold under the Global Letter Agreement
shall be promptly issued and delivered to Global on the execution and delivery
of this Agreement, in the same names and corresponding numbers of warrants
into which the common stock that comprises a portion of the Units have been
issued as aforesaid, excluding, for that purpose, the compensatory shares of
Global to be issued under its direction as outlined in Section 2.5 above. Oak
Ridge also agrees to pay Global a commission of $0.125 per each Unit that is
exercised and paid by the holders of the 800,000 Units offered and sold by
Global, to which all parties agree.
2.9 Global claims that Global or their partnership companies
have been engaged by Oak Ridge as consultants for the aggregate compensation
of $100,000. The First Parties deny that they agreed to any such engagement,
but state that they would pay Global and/or an aggregate amount of $0.10 per
each Unit sold for a total amount of $80,000, $38,646 of which has already
been paid by Oak Ridge to Global, and $41,354 of which would paid to Global on
the execution and delivery of this Agreement.
2.10 The Second Parties claim that the First Parties offered
to enter into a joint venture or grant them a license, right or other interest
in the Oak Ridge "thin film battery" technology in consideration of the
execution and delivery of the Global Letter Agreement and/or the investment of
funds in or other activities to be performed for or on behalf of Oak Ridge or
otherwise; the First Parties agree that there was some general discussion
about these matters, but they deny that there were any agreements or
understandings of any kind or nature whatsoever to enter into a joint venture
with or grant the Second Parties or anyone associated with them any license,
right or other interest in the Oak Ridge "thin film battery" technology.
2.11 The First Parties and the Second Parties desire to
compromise and settle all causes of action, claims, rights, interests or
otherwise existing by, between or among the First Parties on the one hand and
the Second Parties on the other, in any way relating to the foregoing.
3.
Terms of Settlement
3.1 On the execution and delivery of this Agreement, Oak Ridge
shall issue and deliver to Global the 200,000 compensatory shares of common
stock of Oak Ridge as referenced in Section 2.5 above and in accordance with
the already mailed written instructions of Global; refund the $18,575.07 as
referenced in Section 2.6 above to Global by wire transfer; issue and deliver
to Global the 158,290 shares of common stock and deliver to Global 340,000 and
101,710 shares of common stock (being held in trust by Xx. Xxxxxxxxxx for
delivery to Global on the execution and delivery of this Agrement) as
referenced in Section 2.7 above; issue and deliver the 800,000 warrants as
referenced in Section 2.8 above; pay Global the $41,354 as referenced in
Section 2.9 above by wire transfer; and agrees to pay Global $0.125 per each
warrant that is exercised of the 800,000 Units sold by Global under the Global
Letter Agreement within 10 days of the receipt of funds for any exercise of
any of these warrants. All deliveries shall be made by Federal Express.
3.2 Oak Ridge Europa will do the following within 10 days
after signing this agreement and receiving all shares and payments:
a) Arrange at notary to change its name to a name that does not
indicate any affiliation with Oak Ridge or the Oak Ridge
"thin film battery" technology;
b) The Second Parties will not use the name "Oak Ridge" for any
purpose whatsoever following the execution and delivery of
this Agreement without the prior written consent of Oak
Ridge, represented by duly adopted and signed resolutions of
its Board of Directors; and
c) The Second Parties will also not represent in any manner
that they are anything other than "stockholders" of Oak
Ridge.
3.3 Oak Ridge shall provide an opinion of its legal counsel,
Xxxxxxx X. Xxxxxxxxxx, Esq., to the effect that: (i) the common stock
comprising a portion of the Units is fully-paid and non-assessable; (ii) that
the common stock issuable on exercise of the warrants will, on exercise and
payment of the exercise price of the warrants, be fully-paid and
non-assessable; (iii) that the First Parties duly authorized the execution and
delivery of this Agreement; that the persons signing for or on behalf of the
First Parties were the authorized signatories of the First Parties; and (iv)
that this Agreement is a valid and binding agreement, enforceable in
accordance with its terms, except as may be limited by bankruptcy laws and
similar laws affecting the rights of creditors.
3.4 Global will provide an opinion of its legal counsel,
Xxxxxx X. Xxxxxx, Esq., to the effect that: (i) the offer and sale of the
Units by Global under the Global Letter Agreement complied in all material
respects with the laws of Germany; (ii) that no filings with German
governmental authorities were or will be required by Global or Oak Ridge as a
result of the offer and sale of the Units by Global; (iii) that the Second
Parties duly authorized the execution and delivery of this Agreement; (iv)
that the persons signing for or on behalf of the Second Parties were the
authorized signatories of the Second Parties; and (v) that this Agreement is a
valid and binding agreement, enforceable in accordance with its terms, except
as may be limited by bankruptcy laws and similar laws affecting the rights of
creditors.
3.5 The First Parties and the Second Parties agree that all
claims and causes of action of any type or nature whatsoever related to the
Statement of Dispute, whether direct or indirect, actual or apparent, related
to damages for misrepresentations, omissions, losses or expenses or otherwise,
are hereby compromised and settled, without qualification, subject only to
payment and/or delivery of consideration as set forth in this Section 3..
3.6 The First Parties, singly and jointly, on one hand, and
the Second Parties, singly and jointly, on the other hand, agree to indemnify
and hold harmless the other harmless against and from any claims or causes of
action brought by the other or by any successor, director, officer, agent,
employee, stockholder or debtor, creditor or professional of the other who
makes any claim or attempts to make any claim for any cause against the other
party based upon or arising out of the Statement of Dispute, whether direct or
indirect, actual or apparent, related to damages for misrepresentations,
omissions, losses or expenses or otherwise.
3.7 Oak Ridge may not summarize this Agreement on its web site
but may summarize this Agreement in any filings with the United States
Securities and Exchange Commission.
3.8 Oak Ridge will close the web-notice regarding the
relationship to Oak Ridge Europa AG.
3.9 Oak Ridge will not sell or offer shares, units or warrants
to German investors directly or with other agents than Global until January,
2006. All correspondence with German investors must be made through Global.
4.
Change of Facts
Each of the parties hereto acknowledges that to the best of
its/his personal knowledge and belief, the facts and circumstances as known to
each under which this Agreement has been executed and entered into are true,
accurate and complete in all material respects, and each party further
acknowledges that such facts or circumstances may in the future prove to be
different, and each assumes the risk of any such facts or circumstances
proving to be otherwise than those understood at the time of the execution of
this Agreement.
5.
Miscellaneous
5.1 At any time, and from time to time after the execution and
delivery hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
5.2 All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent
by prepaid first-class registered or certified mail, return receipt requested,
or by courier or facsimile as follows:
If to Oak Ridge and
Xxxxxxxxxx: 0000 Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Facsimile: 000-000-0000
If to Global, Xxxxxxxx
Petrullat or Oak Ridge
Europa : c/o Xxxxxx X. Xxxxxx, Esq.
Xxxxxxxxx. 0
X00000 Xxxxxxxxxx
Xxxxxxx
Facsimile: 011-49-0-211-550-44-755
5.3 This Agreement constitutes the entire agreement between
the parties and supersedes and cancels any other agreement, representation or
communication, whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.
5.4 The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
5.5 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Utah of the United States
of America, except to the extent pre-empted by United States of America law,
in which event (and to that extent only), federal law shall govern. Any
actions permitted hereunder shall be brought in the State of Utah in the
county in which the principal executive offices of Oak Ridge are situated
only.
5.6 This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.
5.7 This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.8 In the event of any default hereunder, the prevailing
party in any action to enforce the terms and provisions hereof shall be
entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the latest date hereof.
Oak Ridge Micro-Energy, Inc.
Date: 04/30/04 /s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, President
Date: 04/30/04 /s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, Individually
Global Opportunity GmbH & Co.
Date: April 30, 2004 /s/ Xxxxxx Xxxxxx
Marcus Petrullat, represented
by Xxxxxx Xxxxxx
Oak Ridge Micro-Energy Europa AG
Date: April 30, 2004 /s/ Xxxxxx Xxxxxx
Xxxx Xxxxxxx, represented by
Xxxxxx Xxxxxx
Date: 30.04.2004 /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Exhibit A
Oak Ridge Micro-Energy, Inc.
0000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
December 2, 2003
Global Opportunity GmbH & Co.
zweite Beteiligungs XX
Xxxxxxxxxx. 00
00000 Xxxxxxxxxx
Xxxxxxx
Attention: Xxxxx Xxxxxxxx
Re: Letter Agreement between Oak Ridge Micro-Energy, Inc., a Colorado
corporation (the "Company"), and Global Xxxxxxxxxxx XxxX & Xx. ("Xxxxxx
Xxxxxxxxxxx"), respecting a purchase proposal of Global Opportunity to
purchase certain $1.25 units comprised of one fully paid share of common stock
and one $1.25 one year warrant to purchase one additional share of "restricted
securities" that are common stock of the Company (the "Unit" or "Unit")
Dear Xx. Xxxxxxxx:
The following is our proposal to you regarding the above
referenced matter (the "Letter Agreement"), based upon our recent
correspondence and telephone conversations and the correspondence of our legal
counsel with you, which, if accepted by you, will be submitted to our Board of
Directors for ratification and approval (the "Effective Date").
Agreement to Purchase Units
Global Opportunity shall purchase a minimum of 750,000 Units (the
"Minimum Offering") and a maximum of 1,250,000 Units (the "Maximum Offering")
on or before the earlier of April 30, 2004, or the date when all such Units
shall be been purchased and paid for (the "Offering"), for sale to one or more
funds that it represents and that are unregulated and unregistered funds
under German law. The $1.25 one year warrants that comprise a portion of each
Unit shall expire one year from the date of purchase and payment of the $1.25
exercise price of each such Unit. The Minimum Offering may be reduced to a
smaller number of Units, or the entire Offering may be terminated by Global
Opportunity, if it believes, in its sole discretion, that the then trading
price of the Company's common stock is insufficient to support the Offering to
the fund or funds to which the Units will be offered. The Offering may also
be extended beyond April 30, 2004, by mutual agreement of the Company and
Global Opportunity, provided, that in such event, the compensation to be paid
to Xxxxx Xxxxxxxx as outlined below under the caption "Compensation," shall be
reduced to 20,000 restricted securities" that represent shares of common stock
of the Company for each 125,000 Units subscribed to and fully paid to the
Company (the "Compensation Shares").
Subscription Documents
All Units shall be purchased and paid for pursuant to the
agreements prepared by the Company and provided to Global Opportunity (the
"Subscriptions" or "Subscription Documents").
"Restricted Securities"
All Units, the common stock and the warrants of which each Unit is
comprised and the common stock underlying such warrants are "restricted
securities" as that term is defined under Rule 144 of the Securities and
Exchange Commission. The Rule 144 holding period shall commence on full
payment of the Units, for the common stock and warrants of which each Unit is
comprised, and the common stock underlying such warrants, on full payment of
the $1.25 exercise price.
Payment of Subscriptions
All Subscriptions shall be payable to the Company in certified
funds, by wire transfer, to the bank account of the Company, at Bank Routing
No. 000000000, to Account No. 00000000, in the Company's name. Unless
payment of the first 250,000 Units to be purchased is received, along with
duly executed Subscription Documents, within 25 days of the Effective Date
hereof, this Letter Agreement shall terminate (the "Termination Date"), with
the Company retaining any funds paid to the Termination Date and with the
Company only being required to pay any fees or expenses otherwise provided
herein on a pro rata basis, based upon the actual number of Units sold and
paid for.
Compensation
The Company will pay Xxxxx Xxxxxxxx, only, an advisor's fee of
40,000 "restricted securities" or Compensation Shares that represent shares of
common stock of the Company for each 250,000 Units subscribed to and fully
paid to the Company to a maximum of 200,000 Compensation Shares, provided the
Maximum Offering is fully subscribed and paid for; no other fees or costs will
be paid by the Company in connection with the Offering, except for fees
associated with the issuance and delivery of the Units and the common stock
and warrants of which the Units are comprised. If the entire Offering is not
subscribed and paid for by April 30, 2004, the Compensation Shares for each
250,000 tranche of Units shall be reduced to 20,000 shares per each 250,000
tranche. The Rule 144 holding period for the Compensation Shares shall
commence on full payment of each 250,000 tranche of Units subscribed and paid
for, and the Company will pay for any legal opinion that is required of Xx.
Xxxxxxxx to sell these Compensations Shares under Rule 144 following the
expiration of the requisite holding period of Rule 144.
In the event of the exercise of any of the warrants that comprise
a part of the Units, a cash fee of 12.5% of the exercise price shall also be
paid to Xxxxx Xxxxxxxx from the exercise proceeds received by the Company, as
additional compensation for his services hereunder.
Costs
Unless otherwise agreed by our President, all costs incurred by
you shall be at your own cost and expense, and shall not be the responsibility
of the Company.
Independent Contractor
You shall each act as Independent Contractors as that term is
generally defined in corporate law, and you shall be fully responsible for all
withholding taxes, social security payments and similar costs of an employer
as though you were self employed.
Weekly Telephone Conference
We shall, weekly, confer respecting the services that you have
rendered to or for our benefit.
Monthly Report
Monthly, you shall be required to submit a written summary of the
services that you have rendered to or for our benefit, along with any
recommendations that you may have to us.
Inability to Bind Us
You shall have no authority to act for us in any manner, except to
provide us with the services outlined herein. You cannot bind us to any
contract or agreement without the prior written approval of our Board of
Directors.
Governing Law
This Letter Agreement shall be made, interpreted under and
enforced only in the federal and state courts of the State of Utah.
Termination
Either party may terminate this Agreement on 30 days written
notice to the other, provided, however, such Termination shall have no effect
on any earned compensation hereunder.
Default
In the event of any default hereunder and the commencement of
legal proceedings to enforce the terms and conditions of this Letter
Agreement, the prevailing party in any such action shall be entitled to
recover all reasonable costs and attorney's fees incurred in any such
proceedings.
Lack of Adverse Actions
Our legal counsel has completed a preliminary background check of
your names (Global Opportunity GmbH & Co. and Xxxxx Xxxxxxxx) to determine
whether you have been the subject of any enforcement action brought by the
Securities and Exchange Commission or any state agency, or whether you have
ever been convicted of a criminal offense other than a misdemeanor offense.
He has found no such proceedings or crimes, and your execution and delivery of
this Letter Agreement is your affirmative representation that this information
is true and correct, and that to your knowledge, no such actions are presently
being contemplated against you in the United States, Germany or by any other
agency whatsoever.
Conditions Precedent to the Letter Agreement
Your legal counsel, who must provide evidence of his authority to
practice law in the Country of Germany, shall have provided the Company with
his letter of opinion confirming the following:
1. A complete description of the fund, its managers and/or
general partner and the method of offer and sale of Units comprising the
Offering;
2. That this Letter Agreement and the Offering contemplated by
the Company through as proposed will not violate any law, rule or regulation
of Germany, and specifically, its securities laws, rules and regulations;
3. That what you have proposed is in compliance with all
applicable German laws, rules and regulations, and specifically, its
securities laws, rules and regulations;
4. That no registration of the Units is required in Germany;
5. That the fund and investors therein that will be purchasing
the Units will be advised of all terms and conditions hereof; and that each
will be provided with a copy or access to all of the Company's filings with
the Securities and Exchange Commission as filed in the Xxxxx Archives of the
Securities and Exchange Commission at xxx.xxx.xxx.
If the foregoing meets with your approval, please sign below, and
this Letter Agreement will be submitted to our Board of Directors.
Sincerely,
/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, President
Accepted:
Global Opportunity GmbH & Co.
By /s/ Marcus Petrullat Dated: 8.12.03
Its Chairman
The undersigned President & CEO of Oak Ridge Micro-Energy, Inc., a
Colorado corporation (the "Company"), acting pursuant to the Colorado
Corporations and Associations Act and the Bylaws of the Company, does hereby
adopt and ratify the foregoing Letter Agreement.
Dated: 12/5/03 /s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
President and CEO
Exhibit B
From: Xxxx Xxxxxx
To: Xxxxx Xxxxxxxxxx ; xxx@xxxxxxxxxx.xxx
Sent: Tuesday, April 20, 2004 10:14 AM
Subject: incoming wires from Dec 2003-till present
ORIGINATOR XXXX, XXXXX
BENEFICIARY OAK RIDGE MICRO ENERGY
AMOUNT 121,061.52
REF: PAYMENT FOR 82.000 UNITS OKRE
CREDIT ACCOUNT NO 00000000
Dec 22, 2003
ORIGINATOR XXXXXX XXXXXXXXXXX
BENEFICIARY OAK RIDGE MICO ENERGY INC.
AMOUNT 76,745.05
ACCOUNT NO 00000000
Jan 16,2004
ORIGINATOR XXXXXX XXXXXX
BENEFICIARY OAK RIDGE MICRO-ENERGY INC.
AMOUNT 52,549.00
CREDIT ACCOUNT NO 00000000
Feb 5,2004
ORIGINATOR XXXXXX XXXXXX
BENEFICIARY OAK RIDGE MIRCRO ENERGY INC.
AMOUNT 122,088.50
ORIGINATOR OAK RIDGE MICRO ENERGY EURO
BNENFICIARY OAK RIDGE MICRO-ENERGY INC
AMOUNT 125,000.00
CREDIT TO ACCOUNT 00000000
Feb 10, 0000
XXXXXXXXXX XXX XXXXX MICRO-ENERGY EURO
BENEFICAIRY OAK RIDGE MICRO ENERGY INC.
AMOUNT 300,000.00
CREDIT ACCOUNT 00000000
Feb 19, 2004
ORIGINTOR XXXXXX XXXXXX
BENEFICAIRY OAK RIDGE MICRO ENERGY
AMOUNT 5,049.00
CREDIT ACCOUNT NO 00000000
March 10, 2004
ORIGINTOR DIPL,RER,POL, XXXXXXX VERSE
BENEFICIARY OAK RIDGE MICRO-ENERGY INC.
AMOUNT 74,976.00
CREDIT ACCOUNT NO 00000000
March 16, 2004
ORIGINATOR XXXX XXXXXX
BENEFICIARY OAK RIDG MICRO-ENERGY INC.
AMOUNT 49,976.00
CREDIT ACCOUNT NO 00000000
March 19, 2004
ORIGINTOR XXXXX XXXXXX
BENEFICIARY OAK RIDGE MICRO-ENERG. INC.
AMOUNT 30,535.00
CREDIT ACCOUNT NO 00000000.
March 22, 2004
ORIGINTOR XXXX, XXXXXXXXX
BENEFICIARY OAK RIDGE MIRCRO-ENERGY INC.
AMOUNT 30,595.00
CREDIT ACCOUNT NO41001660
April 6, 2004
ORIGINATOR XXXXX XXXX
BENEFICIARY OAK RIDGE MICRO ENERGY
AMOUNT 30,000.00
CREDIT 41001660
Exhibit C
From: X. Xxxxxxxx
To: Xxxxxxx Xxxxxxxxxx
Cc: Xxxxxxxxx@xxx.xxx
Sent: Tuesday, April 27, 2004 12:55 PM
Subject: Fw: List
Xx. Xxxxxxxxxx, to finalize this, it is ok with the 200.000 shares. Please
prepare the agreement and mail it to me. If you get the ok please fax it to
Xx. Xxxxxx and a copy to me and you get this signed tomorrow. I took of a
Xxxxxx position and added the position with Xx. Xxxxxxx. So the 200.000 are
below. If there is another money in of Mr. Disko please add it in the
contract. If it is not in, we will discuss it later if it will come.
Regards Xxxxx Xxxxxxxx
4.800
20.000 = 24.800
Xxxxxx Xxxxxxx
Xxxx-Xxxxx-Xxxxxxx 00
00000 Xxxxxxxxx
50.000
Xxxxxxx Verse
Xxxxxxx-Xxxxxxxx-Xxx 00
00000 Xxxxxx-Xxx
40.000
Xxxx Xxxxxx
Xxxxxxx 0X
00000 Xxxxxxxxx
20.000
Xxxxx Xxxx
Xxxxxxxxxxxx Xxx. 00
00000 Xxxxxxxx
10.000
Eberhard Disko
Xxxxxxxxxxx Xxx. 000 x
00000 Xxxxxxx
20.000
Xxxxxxxxx Xxxx
Xxxxxxx 00
00000 Xxxxxxxxxx
20.000
Xxxxx Xxxxxx
Xxxxxxxxxxxxxx 00
00000 Xxxxxxxx
15.200
Xxxxxx Xxxxx
Xxxxxxxxxx 0x
00000 Xxxxxxx
