Exhibit 10.1 b.
THIS AGREEMENT is made on April 6th 2001
BETWEEN:
(1) THE PERSONS whose names and addresses are set out in Part 1
of Schedule 1 (the "Vendors")
(2) DYNAMOTIVE EUROPE LIMITED (registered in England and Wales
under number 3244426) whose registered office is at 4
Goldington Road, Bedford MK40 3NF (the "Purchaser"), and
(3) DYNAMOTIVE TECHNOLOGIES CORPORATION registered in Canada
under member [ 403911 ] whose corporate headquarters is
situate at 1500 Royal Centre, 1055 West Georgia Street, PO
BOX 11117, Vancouver, British Columbia, V6E 4N7, Canada
("DTC")
WHEREAS:
(A) Border Biofuels Limited ("the Company") is a company
limited by shares the authorised share capital of which is
1,200,000 divided into 1,182,234 ordinary shares of 1 pound
sterling each, and 1,776,600 "B" ordinary shares of 1p each
of which 1,108,644 ordinary shares of 1 pound sterling each
are or are prospectively in issue and are or will be fully
paid.
(B) The Purchaser has agreed to acquire and the Vendors have
agreed to sell 831,487 ordinary shares of 1 pound sterling
each in the Company on the terms of the Share Purchase
Agreement.
(C) The Vendors have agreed to sell and the Purchaser has
agreed to acquire the remaining 277,157 ordinary shares of
1 pound sterling each in the Company on the terms and
subject to the conditions set out in this Agreement.
NOW IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context requires otherwise:
"ACCOUNTING PERIOD" means each period in relation to which
the Company produces statutory accounts;
"ACCOUNTS" means the audited consolidated financial
statements of the Company and its Subsidiaries for an
Accounting Period (including, in each case, the balance
sheet, profit and loss account, cashflow statement and
statement of total recognised gains and losses) together
with the directors' and auditors' reports on such financial
statements and all notes thereto;
"ACCUMULATED LIABILITIES" means the sum of the aggregate
amount outstanding from the Group to its bankers, the net
amount of any debts (other than trading debts incurred in
the ordinary course) owed by the Group to the Purchaser or
any holding Company or Subsidiary of the Purchaser, and the
outstanding amount of the Loans;
"ACT" means the Companies Act 1985;
"BUSINESS DAY" means a day which is not a Saturday or
Sunday or a public holiday in England and/or Scotland;
"COMPANY" means Border Biofuels Limited, registered in
Scotland with company number SC137495 whose registered
office is situate at 11 Murray Street, Duns, Berwickshire,
TD11 3DF, Scotland;
"CONSIDERATION SHARES" means Ordinary Shares credited as
fully paid and ranking pari passu in all respects with the
existing Ordinary Shares save that they shall not rank for
any dividend declared or payable prior to the date of
allotment;
"ENCUMBRANCE" includes (without limitation) any mortgage,
charge, pledge, hypothecation, lien and security interest
of whatsoever nature (including, without limitation, any
imposed by law) and any proprietary interest or equity of
any person including (without limitation) any title
retention, option or right of pre-emption;
"EXPIRY DATE" means the date being 6 months after
completion of the acquisition by the Purchaser of all of
the shares not already owned by it;
"FULL TITLE GUARANTEE" has the meaning given to that
expression by section 1 of the Law of Property
(Miscellaneous Provisions) Act 1994;
"GROUP" means the Company and the Subsidiaries and "Group
Company" means a member of the Group;
"HOLDING COMPANY" has the meaning given to it by sections
736 and 736A of the Act;
"ISSUE PRICE" means the higher of US$3.00 and the average
of the middle market closing prices of an Ordinary Share on
the NASDAQ Stock Exchange on the 30 Business Days before
the issue of the Relevant Profit Report in respect of each
year ("the Average Middle Market Price");
"LOANS" means the loans made to the Company by certain of
the Vendors, details of which are set out in Schedule 7 of
the Share Purchase Agreement;
"ORDINARY SHARES" means ordinary shares of $( each in the
capital of DTC;
"PURCHASER'S SOLICITORS" means Nicholson Graham & Jones of
110 Cannon Street, London EC4N 6AR;
"RETAINED PROFIT" means the profits available for
distribution by the Company in any year;
"RELEVANT PROFIT" means, at any given time, the amount
obtained by deduction of the Accumulated Liabilities from
the Retained Profit;
"SHARE" means one fully paid ordinary share of 1 pound
sterling in the capital of the Company;
"SHARE PURCHASE AGREEMENT" means the agreement made on the
same date as this Agreement, between the Purchaser and the
Vendors relating to the sale and purchase of shares
representing 75% of the issued share capital of the
Company;
"SUBSIDIARIES" means the companies briefly described in
Part 2 of Schedule 1;
"SUBSIDIARY" has the meaning given to it by sections 736
and 736A of the Act;
"VENDORS' SOLICITORS" means Iain Smith & Partners of 11
Murray Street, Duns, TD11 3DF, Scotland;
1.2 In this Agreement, unless the context requires otherwise:
(a) references to Clauses, Recitals and Schedules are
references to clauses and recitals of and schedules to
this Agreement and references within a sub-clause
to "this Clause" shall refer to the whole Clause and
not merely to the sub-clause in which it appears;
(b) the Recitals and Schedules form part of and are
incorporated in this Agreement;
(c) headings and sub-headings are included for ease of
reference only and shall not affect the interpretation
of this Agreement;
(d) the singular shall include the plural and vice versa
and references to any gender shall include the other
genders;
(e) the expression "PERSON" shall mean any natural person,
partnership, joint venture, corporation (wherever
incorporated), trust, firm, association, government,
governmental (or supra-governmental) agency, authority
or department, or any other entity, whether acting in
an individual, fiduciary or other capacity;
(f) any reference to a time of day is to London time;
(g) any reference to a party shall mean any party to this
Agreement;
(h) any reference to the parties shall include their
respective successors in title, permitted assigns and
personal representatives;
(i) any reference to a document as being "IN THE AGREED
FORM" means that document in a form agreed between the
parties such agreement being signified by the signature
or initialling of a draft for the purposes of
identification by or on behalf of each of the parties;
(j) any reference to any statute or statutory provision
shall include that statute or statutory provision as
from time to time amended, modified, replaced or
re-enacted (whether before or after the date of this
Agreement) and any order, regulation, instrument,
by-law or other subordinate legislation made under it;
(k) any agreement, covenant, representation, warranty or
undertaking on the part of 2 or more parties is made or
given by such parties jointly and severally; and
(l) any reference to any English legal term for any action,
remedy, method of judicial proceeding, legal document,
legal status, court, official, person or any other
legal concept shall, in respect of any other
jurisdiction, be treated as including that which in
their nature and effect most nearly approximate in that
jurisdiction to the English legal term.
2. SALE OF SHARES
2.1 On and subject to the terms and conditions of this
Agreement, each of the Vendors shall sell with full title
guarantee and free from all Encumbrances the number of
Shares set opposite that Vendor's name in Part 1 of
Schedule 1 (or such part thereof as shall be determined in
accordance with Clause 5 of this Agreement) and the
Purchaser shall purchase the Shares (or such part thereof)
from the Vendors together with all rights attaching to them
at the date of this Agreement.
2.2 Each of the Vendors waives any rights he may have under the
articles of association of the Company or otherwise to have
any of the Shares offered to him for purchase prior to or
in consequence of the sale or transfer of the Shares to the
Purchaser under this Agreement.
3. CONDITIONS
3.1 Purchase of any of the Shares is conditional upon the
Company achieving net positive Relevant Profits.
3.2 Purchaser (but not the Vendors) shall be entitled by
written notice to the Vendors to waive the condition in
4. PURCHASE CONSIDERATION
4.1 The consideration for each Share purchased by the Purchaser
pursuant to this Agreement shall be 4.00 pound sterling
(the "SHARE VALUE") which consideration shall be satisfied
by (a) the allotment of such number of Consideration Shares
at the Issue Price as shall be determined in accordance
with Clause 5 below, and (b) if the Average Middle Market
Price is less than U$3.00 then additional consideration
shall be due which, at the option of DTC, shall consist of
either allotment of such number of additional Consideration
shares (issued at the Average Middle Market Price), or
payment of a cash amount, in either case having an
aggregate value equal to the difference between the value
of those Consideration Shares to be issued at the Issue
price and the Average Middle Market Price thereof (the
"Balancing Consideration").
5. CALCULATION OF CONVERSION SHARES
5.1 In each Accounting Period:
(a) the number of Shares (the "CONVERSION SHARES") to be
purchased by the Purchaser in respect of such period
shall be such number of Shares owned by the Vendors
(excluding fractions) as have an aggregate Share Value
equal to 25% of
the Relevant Profit of the Company for that Accounting
Period;
(b) the number of Consideration Shares to be allotted in
accordance with Clause 4.1 shall be such number of
Ordinary Shares allotted and issued at the Issue Price
as have an aggregate value equal to 25% of the Relevant
Profit of the Company for that Accounting Period;
(c) the proportion of Conversion Shares to be purchased
from each Vendor shall be equal to the proportion which
each Vendor's shareholding represents of the total
number of Shares owned by the Vendors in such period;
Provided that if the aggregate consideration payable by the
Purchaser in respect of any Accounting Period shall be less
than 5,000 pound sterling then no Conversion Shares shall be
purchased in respect of such period.
5.2 (a) The Purchaser shall procure that as soon as
reasonably practicable after and in any event
within 150 days after the end of each Accounting
Period a report shall be prepared and delivered to
the Vendors (the "RELEVANT PROFIT REPORT")
specifying the Relevant Profit in respect of such
period, which report shall be certified by an
officer of the Purchaser to be true and accurate
in all material respects and in respect thereof
such report shall certify in respect of such
period:-
(i) the amount of the Retained Profit;
(ii) the amount of the Accumulated Liabilities;
(iii) the amount of the Relevant Profit;
(iv) the number of Conversion Shares; and
(v) the number of Ordinary Shares to be issued in
consideration of acquisition of the Conversion
Shares.
(b) Upon the Vendors' written request the Purchaser shall
provide to the Vendors such relevant data and
information which the Vendors shall reasonably require
to substantiate the Relevant Profit Report including
(without limitation) all accounting records and copies
of all material contracts and leases between any the
Company and any third parties (including (but without
limitation) lenders, manufacturers, vendors,
distributors and co-venturers) related to the
Company.
(c) For not less than two years following each Accounting
Period the Purchaser will maintain or procure that
there is maintained by the Group all relevant records
for transactions relating to the calculation of the
Retained Profits.
(d) Any professional adviser (who shall be a chartered
accountant) selected by not less than 50% of the
Vendors may upon reasonable notice at any time, but
such that there shall be not more than one such
ispection by the Vendors, or any of them, in respect of
each Accounting Period, conduct an audit and during
normal business hours inspect at any Group premises any
of the records referred to in Sb-Clause 5.2(b). Any
such professional adviser shall keep any information
obtained at such audit and/or inspection confidential
and shall if required by the Purchaser enter into a
confidentiality undertaking in a form reasonably
satisfactory to the Purchaser. If, upon performing
such audit the Vendors shall not agree with the
Relevant Profit Report they shall inform the Purchaser
thereof detailing in writing the reason therefor and
that element of the Retained Profit requiring
adjustment and the Purchaser shall consider the
proposals of the Vendors with a view to agreeing a
revision to the number of Conversion Shares.
(e) If after a reasonable period for due and proper
discussion (but not exceeding twenty Business Days) of
any notice served by the Vendors pursuant to Sub-Clause
5.2(d) the Vendors and the Purchaser are unable to
reach agreement on the matters specified therein then
the Vendors shall be entitled to give notice (the
"REVIEW NOTICE") to the Purchaser initiating the agreed
review procedures set out in Sub-Clause 5.2(f).
(f) As soon as possible and in any event within ten
Business Days following the giving of a Review Notice
pursuant to Sub-clause 5.2(e) the Purchaser and the
Vendors shall appoint an independent chartered
accountant (to be appointed failing agreement between
the Vendors and the Purchaser within five Business Days
after the expiry of the said period of ten Business
Days by the President for the time being of the
Institute of Chartered Accountants in
England and Wales on the application of the Vendors or
the Purchaser) to act as expert (the "EXPERT") to
determine the appropriate adjustments which need to be
made to the Relevant Profits and consequently to the
number of Conversion Shares and in respect thereof the
determination of such independent chartered accountant
shall be final and binding on the Vendors and the
Purchaser (save in the case of manifest error) and the
said independent chartered accountant shall certify the
amount of the Relevant Profit and accordingly the
number of Conversion Shares which shall then be deemed
to be approved by the Vendors and the Purchaser for the
purposes of this Agreement.
(g) In the event that the independent chartered
accountant shall certify and/or the Vendors and the
Purchaser shall agree in writing that the number of
Conversion Shares is in excess of the amount calculated
by the Purchaser in accordance with Clause 5.1 then the
Purchaser shall forthwith upon the issue of such
certificate and/or agreement pay to the Vendors an
amount equal to such excess, which amount shall be
satisfied by the issue of further Conversion Shares by
the Purchaser.
(h) If the amount of the Relevant Profit determined in
accordance with Clause 5.3(f) exceeds by more than five
per cent the amount certified in the Relevant Profit
Report then the Purchaser will bear all expenses and
costs relating to such audit and the costs of the
independent chartered accountant in all other cases
such expenses and costs shall be borne by the Vendors
in the proportion of the Shares held by them at the
date hereof.
(i) The Purchaser shall give to the Vendors and to their
professional advisers and shall use all its reasonable
endeavours to procure that its auditors shall give to
the Vendors all assistance and information within their
respective powers including in the case of its auditors
the production of their working papers and in the case
of the Purchaser access to any premises where the
business of the Company is being carried on and the
personnel and papers, books, accounts, records and
returns of the Company (provided that such access shall
not unduly or unreasonably interfere with or
interrupt the operations or business of the Company) in
order that the said statement can be approved and/or
determined as aforesaid.
5.3 The Vendors shall at any time during the period from the
issue of the first Relevant Profit Report to the Expiry
Date be entitled to apply for an adjustment to the
calculation of the items included in any such report in the
event that the Vendors have reasonable cause to believe
that the ability of the Company to earn any Relevant
Profits has been or may become adversely affected by any
act or omission taken or not taken, other than in the
ordinary course, in respect of the business of the Company
during that period.
5.4 The purpose of any adjustment to the calculation of the
Relevant Profit is to ensure that the entitlement of the
Vendors to sale of the Conversion Shares is not adversely
affected by any matter outside the ordinary course of
business and if the Vendors wish to apply for such an
adjustment to the calculation of the Relevant Profit then
Vendor's owning not less than 50% of the Shares not owned
by the Purchaser at such time shall notify the Purchaser in
writing providing all reasonable details of the reason
therefor and the Purchaser shall consider the proposals of
the Vendors with a view to agreeing appropriate adjustments
(if any) to the provisions contained in this Agreement for
determining the Relevant Profits.
5.5 If after a reasonable period for due and proper discussion
(but not exceeding twenty Business Days) of any proposal
made pursuant to Clause 5.4 the Vendors and the Purchaser
are unable to reach agreement on the matters specified
therein then the Vendors shall be entitled to give notice
(the "REVIEW NOTICE") to the Purchaser initiating the
agreed review procedure set out in Clause 5.6.
5.6 As soon as possible and in any event within ten Business
Days following the giving of a Review Notice pursuant to
Clause 5.5 the Purchaser and the Vendors shall appoint an
independent chartered accountant (to be appointed failing
agreement between the Vendors and the Purchaser within five
Business Days after the expiry of the said period of twenty
Business Days by the President for the time being of the
Institute of Chartered Accountants in England and Wales on
the application of the Vendors or the Purchaser to act as
experts (the "EXPERT")) to determine the appropriate
adjustments (if any) referred to in Clause 5.4 and in
respect thereof:
(a) each of the Purchaser and the Vendors shall reduce
their ideas on what should be the appropriate
adjustments in writing and refer such view to the
Expert within fourteen days of its appointment
hereunder;
(b) any "appropriate adjustments" for the purposes of this
Clause 5.6 shall include an adjustment or adjustments
to ensure that the entitlement of the Vendors to the
Conversion Shares is not adversely affected by the act
or omission or proposed act or mission give rise to the
relevant Review Notice;
(c) the Expert shall act as expert and not as arbitrator in
determining appropriate adjustments and/or a procedure
for determining the same (including any accounting
procedures or other records it may deemed necessary to
be kept for such purpose);
(d) the determination of the Expert shall be final and
binding on the parties hereto and shall be adopted for
all purposes of this Agreement as the agreement of the
parties hereto;
(e) all costs of the Expert in connection with such
determination shall be apportioned between the parties
as the Expert shall determine; and
(f) each of the parties hereto shall co-operate to ensure
(insofar as they are able) that the Expert is provided
with all information that it may reasonably request in
order to make such determination.
6. TRANSFER OF SHARES
6.1 Not later than 4 weeks after issue of any Relevant Profit
Report to the Vendors which (subject to Clause 5.1) shows
Conversion Shares being available, the Purchaser shall
serve a notice on the Vendors' Solicitors (the "NOTICE")
showing the amount (if any) of Shares to be purchased.
6.2 If the Notice requires Shares to be purchased:-
(a) the Vendors shall, within ten Business Days of service
of the same deliver or procure to be delivered to the
Purchaser (and each of the Vendors shall execute and
deliver to the Purchaser at the date of this Agreement
such certificates, transfers, powers of attorney, deeds
and documents as may be required of him for this
purpose):
(i) share certificates in respect of the Shares held by
each of the Vendors respectively and duly executed
transfers of such number of Shares as are required
by the Notice in favour of the Purchaser or its
nominees and all other documents required to give
good title to such Shares; and
(ii) duly stamped irrevocable powers of attorney in the
agreed form executed by each of the Vendors in
favour of the Purchaser or its nominee in relation
to such Shares; and
(b) the Purchaser and DTC shall on receipt of the items
described in Clause 6.2(a) procure the allotment of the
Consideration Shares to the Vendors, and the Purchaser
shall pay to them the Balancing Consideration (if any).
7.WARRANTIES
7.1 Each of the Vendors represents, warrants and undertakes to
the Purchaser that:
(a) he is and will be every time Shares are purchased from
such Vendor pursuant to this Agreement the sole
beneficial owner of such Shares free from all
Encumbrances;
(b) he has full power and authority to sell such Shares to
the Purchaser on the terms of this Agreement without
any approval or authority which has not been
unconditionally obtained; and
(c) the obligations on his part contained in this Agreement
are legal, valid and binding obligations, enforceable
against him in accordance with their terms.
8. COSTS
The parties shall pay their own costs in connection with
this Agreement and no such costs shall be borne by any
Group Company.
9. NOTICES
9.1 Any notice or other communication to be given under or in
relation to this Agreement ("NOTICE") shall be in writing
and may be given by leaving it at or sending it by prepaid
first class post or facsimile transmission to the address
or facsimile number set out in this Agreement (or such
other address or facsimile number in England as may be
notified from time to time by any of the parties to the
others by notice given in accordance with this Clause). Any
notice so given shall be deemed to have been received:
(a) in the case of delivery by hand, at the time of
delivery;
(b) in the case of first class post, 48 hours from the time
of posting; and
(c) in the case of facsimile transmission, at the time of
despatch,
provided that if a notice is, or would (but for this
proviso) be deemed to be, received on a day that is not a
Business Day or after 5:30 pm on a Business Day, it shall
instead be deemed to be received at 9.00 am on the Business
Day next following that day.
9.2 In proving service it shall be sufficient to prove that (as
the case may be):
(a) the envelope containing the notice was properly
addressed and delivered to the appropriate address;
(b) the envelope containing the notice was posted as a
first class prepaid letter; or
(c) the facsimile transmission was made and acknowledgment
of the transmission was obtained by the sender's
facsimile machine.
10. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in
accordance with English law. Each of the parties submits to
the non-exclusive jurisdiction of the courts of England.
11. ASSIGNMENT
11.1 Except as provided in Clause 11.2 none of the parties
shall, without the prior written consent of the others, be
entitled to assign the benefit of, or any right or interest
in or under or arising from, this Agreement.
11.2 The benefit of, or any right or interest in or under or
arising from, this Agreement may be assigned by the
Purchaser to any subsidiary from time to time of the
Purchaser or to any other person to whom the Purchaser may
transfer the Shares.
12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
12.1 A person who is not a party to this Agreement shall have
no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of this Agreement but this shall
not affect any right or remedy of a third party which
exists or is available apart from that Act.
AS WITNESS the hands of the parties hereto or their duly
authorised representatives the day and year first before
written.
SCHEDULE 1
PART 1: THE VENDORS
1 2
NAMES AND ADDRESSES NO. OF SHARES BEING SOLD
- ---------------------------------------------------------------
David John Turnbull 3,448
9 Barony Knoll
Jedburgh Road
Kelso
Roxburghshire
- ---------------------------------------------------------------
Dr Nigel John Burton 59,454
Minerva House
6 Barnsbury Square
London
- ---------------------------------------------------------------
John Michael Seed 44,553
Woodend Farm
Duns
Berwickshire
TD11 3QW
- ---------------------------------------------------------------
David Archibald Seed 34,927
Cothill Farm
Duns
Berwickshire
TD10 6YW
- ---------------------------------------------------------------
John Francis Seed 867
Polwarth Bank
Duns
Berwickshire
TD10 6YP
- ---------------------------------------------------------------
Mrs Agnes Lawson Seed 867
Polwarth Bank
Duns
Berwickshire
TD10 6YP
1 2
NAMES AND ADDRESSES NO. OF SHARES BEING SOLD
Mrs Barbara Louise Seed 20,734
Woodend Farm
Duns
Berwickshire
TD11 3QW
- ---------------------------------------------------------------
Henry Forrest Frew 22,418
Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1UL
- ---------------------------------------------------------------
Mrs Patricia Anne Frew 12,436
Newton Brae
Foulden
Berwick-upon-Tweed
TD15 1Ul
- ---------------------------------------------------------------
Doctor Adrian Clive Bowles 14,141
South Cottage
Hodson
Swindon
Wiltshire
SN4 0QG
- --------------------------------------------------------------
Doctor Alan John Green 39,338
124 Market Street
Edenfield
Bury
Lancashire
DL0 0JL
- ---------------------------------------------------------------
EcoGen Projects Limited 4,037
Meadowmist
Church Hill
Chacewater
Truro
Cornwall
- ---------------------------------------------------------------
BSW Forestry Limited 19,937
East End
Earlston
Berwickshire
- ---------------------------------------------------------------
(TOTAL): 277,157
===============================================================
SCHEDULE 2
PART 1: DETAILS OF THE COMPANY
Authorised Share Capital: 1,182,234 Ordinary Shares of 1 each
pound sterling and 1,776,600 "B" Shares
of 1p
Issued Share Capital: 792,896 ordinary Shares of 1 pound
sterling each, Plus 315,748 to be
issued at Completion
Registered Office: 11 Murray Street,
Duns
Berwickshire
TD11 3DF
Company Number: SC137495
Date of Incorporation: 1 April 1992
Accounting Reference Date: 31 March
PART 2 : DETAILS OF THE SUBSIDIARIES
Name: THE ELECTRIC TREE COMPANY LIMITED
Company Number: SC152492
Date of Incorporation: 12 August 1994
Accounting Reference Date: 31 March
Name: INCETEC LIMITED
Company Number: 3150777
Date of Incorporation: 24 January 1996
Accounting Reference Date: 31 March
Name: EMISARY LIMITED
Company Number: 3150758
Date of Incorporation: 24 January 1996
Accounting Reference Date: 31 March
Name: BORDER BIOFUELS (CHARLESFIELD)
LIMITED
Company Number: SC152491
Date of Incorporation: 12 August 1994
Accounting Reference Date: 31 March
Name: BIOMASS ENERGY LIMITED
Company Number: SC160403
Date of Incorporation: 15 September 1995
Accounting Reference Date: 31 March
Name: ECOGEN KIELDER BIOMASS LIMITED
Company Number: 3328637
Date of Incorporation: 6 March 1997
Accounting Reference Date: 31 March
Name: Wood Power (Scotland) Limited
Company Number: SC161260
Date of Incorporation: 27 October 1995
Accounting Reference Date: 31 March
Name: BIOMASS HEATING INVESTMENTS LIMITED
Company Number: SC194722
Date of Incorporation: 29 March 1999
Accounting Reference Date: 31 March
Name: BIOMASS PROCESSING LIMITED
Company Number: SC137351
Date of Incorporation: 25 March 1992
Accounting Reference Date: 31 March
Name: THIRD GENERATION LIMITED
Company Number: SC152057
Date of Incorporation: 21 July 1994
Accounting Reference Date: 31 March
SIGNED by /signature/ )
for and on behalf of )
DYNAMOTIVE EUROPE LIMITED )
SIGNED by
DAVID JOHN TURNBULL ............/signature/................
SIGNED by
DR NIGEL JOHN BURTON ............/signature/................
SIGNED by
JOHN MICHAEL SEED ............/signature/................
SIGNED by
DAVID ARCHIBALD SEED ............/signature/................
SIGNED by
JOHN FRANCIS SEED ............/signature/................
SIGNED by
AGNES LAWSON SEED ............/signature/................
SIGNED by
BARBARA LOUISE SEED ............/signature/................
SIGNED by
HENRY FORREST FREW ............/signature/................
SIGNED by
PATRICIA ANNE FREW ............/signature/................
SIGNED by
DR ADRIAN CLIVE BOWLES ............/signature/................
SIGNED by
DR ALAN JOHN GREEN ............/signature/................
SIGNED by /signature/ )
for and on behalf of )
ECOGEN CONSULTANTS )
LIMITED )
SIGNED by /signature/ )
for and on behalf of )
DYNAMOTIVE TECHNOLOGIES )
CORPORATION
DATED April 6th 2001
JOHN MICHAEL SEED and others
- and -
DYNAMOTIVE EUROPE LIMITED
and
DYNAMOTIVE TECHNOLOGIES CORPORATION
----------------------------------------------------
CONDITIONAL SHARE
PURCHASE AGREEMENT
relating to
25% of BORDER BIOFUELS LIMITED
----------------------------------------------------
Nicholson Graham & Jones
110 Cannon Street, London EC4N 6AR
Tel: 020 7648 9000
Fax: 020 7648 9001
Ref: KXM/D386-5
Email: kevin.mcguinness@ngj.co.uk