EXHIBIT 10.1
AMENDED TERM SHEET
June 1, 200O
FOR DISCUSSION PURPOSES ONLY
The intent of this document is to describe, for negotiation purposes
only, some key terms of the proposed investment in Xxxxxx.xxx Software Ltd. (the
"Company") by Interlink Systems Inc. ("Interlink"). This document is not
intended to be a binding agreement among the Company, Interlink and the
shareholders of the Company with respect to the subject matter hereof. The
transaction described herein may be subject to regulatory approval or
acceptance, and is subject to final due diligence.
The terms and conditions described in this Term Sheet, including its
existence, shall be confidential information and shall not be disclosed to any
third party other than each party's financial, tax and legal advisors.
Parties: Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxx, Tech Knowledge
Consulting Inc., Xxxxxxx Xxxxx (collectively, the
"Founders"), the Company and Interlink
Investment: Interlink is proposing to invest up to $250,000 (the
"Purchase Price") for up to l/3 of the Class B Common shares
of the Company that are outstanding after the investment
(the "Acquired Shares"), as to be agreed by the parties. The
general structure and terms of the acquisition are set forth
below.
Pre-Closing Incorporation - The Company will be incorporated as a
Organization: -------------
British Columbia corporation. The share capital of the
Company shall consist of the following:
- Class A Common voting, non-participating shares (the "A
Common shares");
- Class B Common voting, participating shares (the "B
Common shares"; and
- Preference, non voting, non participating, non
retractable, redeemable shares (the "Preference
shares").
Purchase of Software - Following its incorporation, the
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Company will purchase the Inoize software and all related
intellectual property rights (the "Software") from the
Founders for the Software's fair market value of $600,000 by
way of a Section 85 Asset Purchase Agreement. As
consideration for the Software, the Company will issue
5,000,000 Class B Common shares to the Founders.
Legal Costs - The legal and accounting costs of the
------------
incorporation and the asset purchase transaction shall be
borne by the Company
Subscription for Subscription Agreement - On or about June 9, 2000 (the
Class B Common -----------------------
shares by US "Closing Date"), the Company and Interlink will enter into a
Subscription Agreement, the terms to be agreed between the
parties, which provides,
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Minerals subject to agreement between the parties, that Interlink
will receive the Acquired Shares for the Purchase Price.
Shareholders' Agreement - On the Closing Date, and
-----------------------
concurrent with the execution of the Subscription Agreement,
the Company, Interlink and the Founders will enter into a
Shareholders' Agreement on terms to be agreed between the
parties. The Shareholders' Agreement will include the
following terms:
- the Company shall have three directors, and Interlink
shall have the right to appoint one director;
- before allotting new Class B Common shares, the
directors of the Company must offer those shares
proportionately to the existing holders of issued Class
B Common shares;
- Interlink shall have the right to match future
financing of the Company;
- all shareholders shall be prohibited from selling their
Class B Common shares for one year from the Closing
Date;
- no shareholder may sell its Class B Common shares to a
third party unless that third party is prepared to
purchase all issued Class B Common shares in the
Company; and
- all Company cheques over $5,000 shall require the
signature of both an authorized agent of the Company
and an authorized agent of Interlink.
Closing Payment - As well as other terms agreed to by the
----------------
parties, on Closing, and upon execution of the Shareholders'
Agreement and Subscription Agreement, Interlink will pay the
Purchase Price to the Company in cash, less the amount of
$100,000 already loaned to the Company as of the Closing
Date.
XXXXXX.XXX SOFTWARE LTD.
By: ________________________________ _______________________________
Authorized Signatory XXXXXXXX XXXXXX
TECHKNOWLEDGE CONSULTING INC.
By: ________________________________ _______________________________
Authorized Signatory XXXXX XXXXXXXX
________________________________ _______________________________
XXXX XXXX XXXXXXX XXXXX
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INTERLINK SYSTEMS INC.
By: ________________________________
Authorized Signatory
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