EXHIBIT 10.9
MAY 2004
(1) ALEXANDER CATTO AND OTHERS
(2) BAM! ENTERTAINMENT, INC
SUPPLEMENTAL AGREEMENT
TO THE
SHARE PURCHASE AGREEMENT
(RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF
SOE DEVELOPMENT LIMITED)
[LAWRENCE GRAHAM LOGO]
THIS AGREEMENT is made the day of May 2004
BETWEEN:
(1) THE SEVERAL PERSONS whose names and addresses are set out in column (1) of
schedule 1 hereto (the "Sellers"); and
(2) BAM ENTERTAINMENT, INC a Delaware corporation (the "Buyer")
WHEREAS
(A) This Agreement is supplemental to a Share Purchase Agreement made between
the parties hereto dated 18 March 2004 relating to the acquisition of the
entire issued share capital of the Company ("SOED SPA").
(B) This Agreement sets out terms which have been agreed between the parties
and which amend the terms of the SOED SPA.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
Definitions used in the SOED SPA shall have the same meaning in this
Agreement
2. AMENDMENTS
2.1 In Clause 1.1 a new definition shall be inserted as follows:
"Warrant Deed" the Warrant Shares Registration Rights Agreement, in the
approved terms, but incorporating appropriate provisions regarding the
creation of the Warrants over the shares as provided in clauses 6.5.5 and
20.1.2 and appropriate adjustments to protect the holders against dilution
in connection with for instance further issues of Common Stock by the
Buyer,
2.2 Clause 6.2.3 shall be deleted.
2.3 Clause 6.2.4 shall be amended so that it shall read as follows:-
"6.2.4 Resignation letters in the agreed form (which shall provide for the
directors to resign on repayment in full of the Company Loan Stock)
executed as deeds by Alexander Catto as Director and Andrew Lapping as
Director and Secretary of the Company".
2.4 A new clause 6.3.6 shall be inserted as follows:
"6.3.6 the Warrant Deed duly executed by them"
2.5 Clause 6.5.1 shall be amended so that it shall read as follows:-
"Pay or cause to be paid to the Company and procure that the Company shall
pay to the Sellers Solicitors (whose receipt should be a sufficient
discharge) and who shall be responsible for distributing such monies on a
pro rata basis amongst the holders of the Company's Loan Stock (as listed
in column 1 of Schedule 2) sums equivalent to:
(i) the nominal value of the Company Loan Stock set against the name of
each holder in column 4 of Schedule 2 to this agreement;
(ii) outstanding interest on such Company Loan Stock as set against the
name of each holder of Company Loan Stock appearing in column 5 of
Schedule 2 to this agreement;
(iii) pay to the Sellers' Solicitors by way of indemnity those legal fees
referred to in Clause 11.
2.6 The following new clause shall be inserted as Clause 6.5.5 as follows:
"6.5.5 In consideration for the holders of the Company Loan Stock agreeing
to defer repayment of the Company Loan Stock on the terms set out in this
Agreement, issue 1,071,000 warrants to subscribe for new shares in the
Buyer at a price being the lower of 70 cents a share or a price equal to
the average middle market price for the Common Stock of the Buyer for the
five business days prior to subscription to be apportioned between the
holders of the Company Loan Stock on a pro rata basis as set against the
name of each Seller in column 6 of Schedule 2".
2.7 A new clause 6.11 shall be added which shall read as follows:
"6.11 Until such time as the Company Loan Stock shall be repaid in full,
the Buyer shall provide or procure the provision to the Directors of SOED
of a written monthly report on the development of the game ("State of
Emergency II"), anticipated release dates for the game in each territory,
sales and marketing strategy for the game and all other information
concerning the game as may from time to time be reasonably requested by
the Board".
2.8 Clause 11, "Costs and Expenses" shall be amended to include at the
commencement thereof:
"Save for the legal fees of the Sellers (including VAT thereon and any
disbursements) incurred from the 10 May 2004 until Completion and also in
connection with the redemption of Company Loan Stock as provided in
clauses 21.1(i) and (ii) and without prejudice to the existing obligation
of VIS to pay on Completion the legal costs of the Sellers in connection
with the transaction contemplated in the SOED SPA."
2.9 A new Clause 20 shall be added which shall read as follows:-
"20.1 In consideration for the holders of the Company Loan Stock agreeing
to defer repayment of the Company Loan Stock on the terms set out in this
Agreement, the parties agree that Hamilton Portfolio Limited and Cairnsea
Investments Limited will together be entitled on Completion to an
arrangement fee from the Buyer to be divided equally between them as
follows:
20.1.1 A cash payment of US$210,000 which shall be paid forthwith when the
Company Loan Stock has been redeemed in full;
20.1.2 428,500 warrants to subscribe for new shares in the Buyer at a
price being the lower of 70 cents per share or a price equal to the
average middle market price for the common Stock of the Buyer for the five
business days prior to subscription.
2.10 A new Clause 21 shall be added which shall read as follows:-
*REPAYMENT OF REMAINING BALANCE OF OUTSTANDING COMPANY LOAN STOCK,
INTEREST AND COSTS
21.1 Following the payment to be made by the Buyer pursuant to Clause
6.5.1 as amended by this Agreement, the balance of the Company Loan Stock
then outstanding shall be discharged together with interest thereon
(notwithstanding any terms of any other agreement relating to the Company
Loan Stock) by the Buyer pro rata amongst the holders of the Company Loan
Stock as follows:-
(i) The sterling equivalent of US$1 million (based on the Exchange Rate
prevailing on the Completion of the SOED SPA) of the Company Loan
Stock (and any outstanding interest thereon) shall be so discharged
on or before 30 September 2004 in the amounts (ignoring interest)
set against the name of each holder of Company Loan Stock in column
7 of Schedule 2 to this agreement;
(ii) The balance of the Company Loan Stock (and any outstanding interest
thereon) shall be so discharged on the first business day following
the first anniversary of Completion in the amounts (ignoring
interest) set against the name of each holder of Company Loan Stock
in column 8 of Schedule 2 to this agreement.
21 .2 Unless otherwise agreed between the Buyer and the holders of the
Company Loan Stock, interest thereon shall accrue as currently provided by
its terms and be paid on a quarterly basis (notwithstanding any terms of
any other agreement relating to the Company Loan Stock)".
21.3 Upon each redemption of Company Loan Stock as provided in clauses 21
.1(1) and (II) the Buyer shall fully and effectively indemnify the holders
of Company Loan Stock in respect of their reasonable legal fees incurred
in connection with such redemption.
2.11 A new Clause 22 shall be added which shall read as follows:-
"22 The parties agree that the Company's funding obligations under the
terms of a Development Agreement dated 10 October 2003 shall terminate on
Completion. In all other respects the terms of such Development Agreement
shall continue in full force and effect."
2.12 A new Clause 23 shall be added which shall read as follows:
"Early Repayment
23.1 Following Completion the Buyer shall procure that Mr Williams as its
representative and Mr Catto representing the Sellers shall agree
milestones which, if not achieved, would result in the outstanding Company
Loan Stock, and other amounts due from the Buyer to the Sellers being due
and payable immediately.
23.2 Failure to pay the monies set out in clause 6.5.1 or discharge or
redeem the Company Loan Stock by the dates set out in either clause 21 .1
(i) or (ii) shall render all amounts then owing to the holders of the
Company Loan Stock including any outstanding Company Loan Stock
immediately payable and the provisions of clause 23.3 below shall apply.
23.3 Pending payment of the amounts which have become due pursuant to
Clause 23.1 the Sellers shall be entitled to default interest at a rate of
10 per cent per annum on such amounts (including interest) then
outstanding."
2.13 A new Clause 24 shall be added which shall read as follows:
"Appointment of Directors
24. Until such time as the Company Loan Stock and all other amounts due
pursuant to clauses 21.2 and 21.3 have been repaid in full, the Buyer
(including any subsidiary undertaking) shall only be entitled to appoint
or request the appointment of one director to the Company. The Buyer shall
use its rights as a shareholder of the Company or otherwise to procure
that no director appointments exceeding such number occur and that neither
Mr Catlo nor Mr Lapping are removed as directors."
2.14 A new clause 25 shall be added which shall read as follows:
"Bank Account
25. Until such time as the Company Loan Stock and all other amounts due
pursuant to clauses 21.2 and 21.3 have been repaid in full, no director,
employee, agent or representative of the Buyer (or any subsidiary
undertaking) shall have the right to operate any bank account in the name
of the Company or be included on any bank mandate relating to such
account(s) or have any right to sign any cheques or other financial
instruments on behalf of the Company or provide any authorisations or
instructions to any such bank."
3. ENTIRE AGREEMENT AND CONSENTS
3.1 This agreement together with the terms of the SOED SPA which are not
amended or varied by it, constitutes the entire agreement between the
parties with respect to its subject matter. It supersedes all previous
agreements and understandings between the parties.
3.2 Each of the Sellers hereby gives their consent, as required by Clause 3.4
of the SOED SPA, to the waiver of the Conditions set out in Clause 3.1.
4. GOVERNING LAW AND JURISDICTION
This agreement is governed by and shall be construed in accordance with
English law and the parties hereto submit to the exclusive jurisdiction of
the English Courts in respect of any dispute arising from this agreement.
AS WITNESS whereof this agreement has been executed the day and year first
before written.
PAGE 5
SCHEDULE 1
THE SELLERS
NAME ADDRESS
---- -------
Patrick Burns Flat 2
5 Argyle Park Terrace
Edinburgh EH9 1JY
Peter Baillie 5 Norwood Crescent
Dundee DD2 1PD
John Boyle 44 Westbourne Gardens, Kelvinside,
Glasgow G12 9QX
Alexander Gordon Catto 79 Mount Street, London W1K 2SN
PAGE 6
NAME ADDRESS
---- -------
Brendon Clouston 2 Wilton Terrace, London SW1X 8RR
Coppertop Concepts Limited Green Lane, Lasswade, EH18 1HE
Lord Catto's Settlement of Clarebell House, 6 Cork Street, London
November 1976 W15 3NX
Noble Grossart Investments 48 Queen Street, Edinburgh EH2 3NR
Limited
AB Services 37 Peter Street, Manchester M2 5GB
David Brock Windyridge, 44 Beechwood Avenue,
Little Chalfont, Buckinghamshire MP6
6PN
PAGE 7
NAME ADDRESS
---- -------
Paul Chastnutt Oakhurst House, St Leonards Hill,
Windsor SL4 4AJ
John Fickling Hudworth Tower, Castle Eden, County
Durham TS27 4SJ
Five Oceans Foundation West Compton House, West Compton,
Nr Dorchester, Dorset DT2 0EY
Andrew Fraser 16 Lord North Street, London SW1P
3LD
Jonathan Home Woodland Court, Kempshott,
Basingstoke, Hampshire RG23 7NL
Anthony Kennan 21 Moor Crescent. Newcastle-upon-
Tyne NE3 4AP
PAGE 8
NAME ADDRESS
---- -------
Northern Edge Limited 91 Mitchell Street, Glasgow G1 3LN
Carl Openshaw 2 Calverly Park, Tunbridge Wells, Kent
TN1 2SH
Linda Reid 1 Fingalton Road, Newton Mearns,
Glasgow G77 6PA
Ian Cleland Ritchie Coppertop, Green Lane, Lasswade,
EH18 1HE
William Martin Ritchie 4 Buckstane Park, Edinburgh EH10
6PA
Simon Rogers West Farm House, Newton Tony,
Salisbury, SP4 0HF
PAGE 9
NAME ADDRESS
---- -------
Scottish Enterprise 150 Broomlelaw
Atlantic Quay
Glasgow G2 8LU
Jullan Summer South Farm, Water Eaton, Swindon,
Wiltshire SN6 6JV
TBI Financial Services 1st Floor, The Robert Cort Building,
Limited Elgar Road South, Reading, Berkshire
RG2 0DL
The Hamilton Portfolio 91 Mitchell Street, Glasgow, G1 3LN
Investments Limited
Christiaan van der Kuyl Balmyle, Balmyle Road, Broughty
Ferry, Dundee DD5 1JJ
TOTAL SHARES
PAGE 10
PAGE 11
SCHEDULE 2
LOAN NOTES
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$ 1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
John Boyle 44 Westbourne 177,289 56732.48 11,637.50 76718
Gardens, Kelvinside,
Glassgow G12 9QX
Alexander 79 Mount Street, 88,645 28366.4 5,820.37 38359
Gordon Catto London W1K 2SN
PAGE 12
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$ 1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Bredon 2 Wilton Terrace, 133690 42780.8 6,072.72 57851
Clouston London SW1X 8RR
Coppertop Green Lane, Lasswade, 25,780 8249.6 1693.14 11157
Concepts EH18 1 HE
Limited
Lord Catto's Clarebell House, 6 88,645 28366.40 5,820.37 38359
Settlement of Cork Street, London
November W15 3NX
1976
12
PAGE 13
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$ 1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Noble 48 Queen Street, 5,702 1824.64 373.73 2467
Grossart Edinburgh EH2 3NR
Investment
Limited
AB Services 37 Peter Street, 198,000 63360 8,671.22 85680
Manchester M2 5GB
David Brock Windyridge 44 19,800 6336 1,135.12 8568
Beechwood Avenue,
Little Chalfont,
Buckinghamshire MP6
6PN
13
PAGE 14
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$ 1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Paul Oakhurst House, St 99,000 31680 4,335.61 42840
Chestnut: Leonards Hill, Windsor
SL4 4AJ
John Fickling Hudworth Tower, 99,000 31680 4,335.61 42840
Castle Eden, County
Durham TS27 4SJ
Five Oceans West Compton House, 99,000 31680 4,335.61 42840
Foundation West Compton. Nr
Dorchester, Dorset DT2
OEY
14
PAGE 15
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$ 1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Andrew 16 Lord North Street, 29,700 9504 1,702.67 12852
Fraser London SW1P 3LD
Jonathan Woodland Court, 123750 39600 5,419.51 53550
Home Kempshott,
Basingstoke,
Hampshire RG23 7NL
Anthony 21 Moor Crescent. 99990 31996.80 4,378.97 43268
Kennan Newcastle-upon-Tyne
NE3 4AP
15
PAGE 16
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Northern 91 Mitchell Street, 9,900 3168 567.56 4284
Edge Limited Glasgow G1 3LN
Carl 2 Calverly Park, 19,800 6336 1,135.12 8568
Openshaw Tunbridge wells, Kent
TN1 2SH
Linda Reid 1 Fingalton Road, 148500 47520 6,503.41 64260
Newton Mearns,
Glasgow G77 6PA
16
PAGE 17
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Ian Cleland Coppertop, Green 165330 52905.6 7,240.47 71543
Ritchie Lane, Lasswade, EH18
1HE
William 4 Buckstane Park, 19,800 6336 1,135.12 8568
Martin Ritchie Edinburgh EH10 6PA
Simon West Farm House, 123750 39600 5,419.51 53550
Rogers Newton Tony,
Salisbury, SP4 0HF
17
PAGE 18
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- -------- ------------- ---------------- --------- -------------- ---------------
Scottish 150 Broomielaw, 40,590 12988.8 2,236.99 17564
Enterprise Atlantic Quary,
Glasgow G2 8LU
Julian South Farm, Water 99,000 31680 4,335.61 42840
Summer Eaton, Swindon,
Wiltshire SN6 6JV
TBI Financial 1st Floor, The Robert 19,800 6336 1,135.12 8568
Services Cort Building, Elgar
Limited Road South, Reading,
Berkshire RG2 0DL
18
PAGE 19
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
- ---------------- ---------------------- --------- ------------- ---------------- --------- -------------- ---------------
STERLING
EQUIVALENT OF
US$1 MILLION
INTEREST DUE TO OF LOAN STOCK AMOUNT OF
AMOUNT OF COMPLETION (AND INTEREST) LOAN STOCK TO
NUMBER LOAN STOCK DATE BEFORE TO BE REPAID BE REPAID
OF LOAN REPAID ON DEDUCTION OF TAX NUMBER OF PURSUANT TO PURSUANT TO
NAME ADDRESS NOTES COMPLETION(L) (L) WARRANTS CLAUSE 21.1(i) CLAUSE 21.1(ii)
- ---------------- ---------------------- --------- ------------- ---------------- --------- -------------- ---------------
The Hamilton 91 Mitchell Street, 268290 85852.8 11,749.50 116096
Portfolio Glasgow, G1 3LN
Investments
Limited
Christiaan Balmyle, Balmyle Road, 272250 87120 11922.93 117810
van der Kuyl Broughty Ferry,
Dundee DD5 1JJ
TOTAL 2,475,000 119,203.46
19
PAGE 20
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized,
as of this date of May, 2004
Signed by
BAM! ENTERTAINMENT, INC
acting by:
/s/ R MUSCI
R MUSCI
CHIEF EXECUTIVE OFFICER
PAGE 21
Signed by
CHRISTIAN RICHARD DAVID VAN DER KUYL /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address 50 Victoria [illegible]
--------------------------------------
London [illegible]
--------------------------------------
--------------------------------------
Signed by
PATRICK BURNS /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
PETER BAILLIE /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
BRENDAN CLOUSTON /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
21
PAGE 22
*Andrew Lapping as attorney for
Signed by
*JOHN FICKLING /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow
--------------------------------------
G2 G5B
--------------------------------------
Signed by
DAVID BROCK /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
IAN CLELAND RITCHIE /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
*ANTHONY KENNAN /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow
--------------------------------------
G2 G5B
--------------------------------------
22
PAGE 23
*Andrew Lapping as attorney for
Signed by
*PAUL CHESTNUTT /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow G2 G5B
--------------------------------------
--------------------------------------
Signed by
*SIMON ROGERS /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow G2 G5B
--------------------------------------
--------------------------------------
Signed by
*JONATHAN HORNE /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow G2 G5B
--------------------------------------
--------------------------------------
Signed by
WILLIAM MARTIN RITCHIE /s/ WILLIAM RITCHIE
--------------------------------------
In the presence of:
Witness signature /s/ NEIL MacLENNAN
--------------------------------------
Witness name Neil MacLennan
--------------------------------------
Address 20 Castle Terrace
--------------------------------------
Edinburgh
--------------------------------------
EHI 2EN
--------------------------------------
23
PAGE 24
*Andrew Lapping as attorney for
Signed by
CARL OPENSHAW /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
ANDREW FRASER /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
JULIAN SUMMER /s/ ALEXANDER CATTO as his attorney
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
*LINDA REID /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow G2 G5B
--------------------------------------
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PAGE 25
*Andrew Lapping as attorney for
Signed by
ALEXANDER GORDON CATTO /s/ ALEXANDER CATTO
--------------------------------------
In the presence of:
Witness signature /s/ ADRIAN JOYCE
--------------------------------------
Witness name Adrian Joyce
--------------------------------------
Address
--------------------------------------
--------------------------------------
--------------------------------------
Signed by
*JOHN BOYLE /s/ ANDREW LAPPING
--------------------------------------
In the presence of:
Witness signature /s/ LOUISE MAHON
--------------------------------------
Witness name Louise Mahon
--------------------------------------
Address 70 Wellington Street
--------------------------------------
Glasgow G2 G5B
--------------------------------------
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25
Signed by
NORTHERN EDGE LIMITED /s/ ANDREW LAPPING
acting by:
Signed by
TBI FINANCIAL SERVICES LIMITED /s/ ALEXANDER CATTO as its attorney
acting by:
Signed by
FIVE OCEANS FOUNDATION /s/ ALEXANDER CATTO as its attorney
acting by:
Signed by
AB SERVICES /s/ ANDREW LAPPING
acting by:
Signed by
THE HAMILTON PORTFOLIO /s/ ANDREW LAPPING
INVESTMENTS LIMITED
acting by:
SEALED with the COMMON SEAL
And SUBSCRIBED for and on behalf of
SCOTTISH ENTERPRISE /s/ [illegible] [Seal]
acting by:
Signed by
LORD CATTO'S SETTLEMENT OF /s/ ALEXANDER CATTO as its attorney
NOVEMBER 1976
acting by:
Signed by
COPPERTOPS CONCEPTS LIMITED /s/ ALEXANDER CATTO as its attorney
acting by:
26
Signed by
NOBLE GROSSART INVESTMENTS /s/ ROGER BROWN, Director
LIMITED
acting by: Roger Brown
Director
27