EXIBIT 2.1.1
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STOCK EXCHANGE AGREEMENT
DATED APRIL 25, 2003
Among
THE PARTIES LISTED IN SCHEDULE 1
OF THIS AGREEMENT
Inyx Shareholders
and
DOBLIQUE, INC.
Company
and
INYX PHARMA LIMITED
Inyx
ALLEN & OVERY
New York
CONTENTS
CLAUSES Page
1. Exchange of Shares...................................................3
2. Representations and Warranties of Inyx Shareholders..................5
3. Representations and Warranties of the Company........................6
4. Representations and Warranties of Inyx..............................13
5. Indemnification.....................................................16
6. Covenants of the Company............................................18
7. Miscellaneous.......................................................19
SCHEDULES
1. List of Inyx Shareholders
2. Copy of the Articles of Incorporation and By-Laws of the Company
3. Copy of Agreement Between the Company and the Securities Transfer
Corporation
4. Registration Rights
5. List of Inyx's Material Agreements
6. List of Inyx Current Litigation
7. Copy of Inyx Memorandum and Articles of Association
Signatories..................................................................24
STOCK EXCHANGE AGREEMENT, dated as of April 25, 2003 (this Agreement) by and
AMONG:
(1) The parties listed in Schedule 1 of this Agreement (each an Inyx
Shareholder, collectively the Inyx Shareholders); and
(2) DOBLIQUE, INC., a company incorporated under the laws of Nevada, having
an office and address at 801 Brickell, 9th Floor, Miami, Florida 33131
(Company); and
(3) INYX PHARMA LIMITED a company registered in England and Wales
(registered number 4573515) whose registered office is at Innovation
House, 6 Seymour Court, Manor Park, Runcorn, Cheshire, WA7 ISY, England
(Inyx).
WHEREAS:
(A) Each Inyx Shareholder holds those number of ordinary shares of
GBP(pound)0.001 per share in Inyx listed opposite its name in Column A
of Schedule 1 to this Agreement (in aggregate the Inyx Shares).
(B) Each Inyx Shareholder desires to exchange its holding of Inyx Shares
for those number of shares of the Company's common stock par value
US$0.001 per share listed opposite its name in Column C of Schedule 1
to this Agreement (in aggregate the Company Shares).
(C) The Company desires to issue the Company Shares to the Inyx
Shareholders on the terms set out in this Agreement.
NOW THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the parties hereto as follows.
1. Exchange of Shares
1.1 Sale of the Inyx Shares and Issuance of the Company Shares
Upon the execution of this Agreement, subject to the terms and
conditions herein set forth, on the basis of the representations,
warranties and agreements herein contained, each Inyx Shareholder shall
severally and not jointly sell, assign, transfer and deliver the number
of Inyx Shares listed opposite its name in Column A of Schedule 1 to
this Agreement to the Company, who shall purchase such number of Inyx
Shares from each such Inyx Shareholder. In consideration for the sale,
assignment and transfer of the Inyx Shares to the Company on the
Closing Date, the Company shall issue to each Inyx Shareholder those
number of Company Shares listed opposite its name in Column C of
Schedule 1 to this Agreement. The Company shall have no obligation to
purchase any Inyx Shares hereunder unless all of the Inyx Shares are
being simultaneously purchased.
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1.2 The Closing
The purchase of Inyx Shares and the issuance of the Company Shares
shall take place at the offices of Allen & Overy, 1221 Avenue of the
Americas, New York, NY 10020 or such other place as the parties may
mutually agree on April 28, 2003. Such date is herein referred to as
the Closing Date. At the Closing:
(a) Delivery by Company. The Company shall deliver to Inyx
Shareholders:
(i) a copy of the resolutions adopted by the Board of
Directors of the Company approving the terms of this
Agreement, the execution of the Agreement by the
Company and the issuance of the Company Shares to the
Inyx Shareholders;
(ii) certificates for the Company Shares to be issued to
each of the Inyx Shareholders; and (iii) an opinion
of counsel to the Company (reasonably acceptable to
the Inyx Shareholders) with respect to the due
incorporation, due authorization, and capitalization
of the Company; that this Agreement is binding and
enforceable against the Company; that execution and
delivery by the Company of this Agreement and the
performance by the Company of its obligations
hereunder do not, (a) result in a violation of the
Company's Articles of Incorporation or by-laws, or
(b) result in any violation of the Company of any law
of the United States or the State of New York or
(subject to various assumptions) the State of Nevada,
or any rule or regulation thereunder, generally
applicable to transactions of this nature; and
confirmation that the Company Shares will be validly
issued, fully paid and non-assessable.
(b) Delivery by Inyx Shareholders
The Inyx Shareholders shall deliver to the Company the
certificates representing the Inyx Shares held by the Inyx
Shareholders together with stock transfer forms duly endorsed
by each Inyx Shareholder to the Company to be effective to
vest in the Company all right, title and interest in and to
all the Inyx Shares, together with all other documentation of
Inyx so requested by the Company.
(c) The Company and each of Steven Handley, Colin Hunter (as
directors) and the majority shareholder of Inyx shall deliver
to each other signed copies of the letter pursuant to which
the Company shall indemnify each of Steven Handley, Colin
Hunter and the majority shareholder of Inyx for the indemnity
provided by each of them to Venture Finance PLC dated March 6,
2003.
1.3 Certificates
(a) Each certificate for Company Shares issued to an Inyx
Shareholder shall bear the following legend:
"The securities represented hereby have not been
registered under Securities Act of 1933, as amended,
and may not be offered, sold, transferred or
otherwise disposed of except in compliance with such
Act and other applicable laws."
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(b) The Company agrees that, at the request of an Inyx
Shareholder, it will remove from the certificates representing
any Company Shares the legend contemplated by subsection (a)
in the event that outside counsel for such Inyx Shareholder
determines that the transfer of such Company Shares is no
longer restricted by the Securities Act and outside counsel
for the Company concurs in such determination (such
concurrence not to be unreasonably withheld).
2. Representations and Warranties of Inyx Shareholders
Each Inyx Shareholder severally represents, warrants and undertakes to
the Company the following: 2.1 Due Execution
It has duly executed and delivered this Agreement and this Agreement
constitutes a valid and binding agreement enforceable against it in
accordance with its terms.
2.2 Title to Shares; No Liens or Preemptive Rights
It has good and valid title to the Inyx Shares being sold by it; there
is no existing impediment or encumbrance to the sale and transfer of
such Inyx Shares to the Company; and on delivery to the Company of the
Inyx Shares and receipt by it of the consideration therefor, good and
valid title to the Inyx Shares listed opposite its name in Column A of
Schedule 1 to this Agreement will pass to the Company and all of such
Inyx Shares will be free and clear of all taxes, liens, security
interests, pledges, rights of first refusal or other preference rights,
encumbrances, charges, restrictions, demands, claims or assessments of
any kind or any nature whatsoever whether direct, indirect or
contingent, other than those arising from acts of the Company or its
affiliates, and shall not be subject to preemptive rights, tag-along
rights, or similar rights of any of the shareholders of Inyx. At the
Closing, it shall deliver to the Company certificates representing the
Inyx Shares it is transferring pursuant to this Agreement. 2.3
Investment Intent
It is acquiring the Company Shares for its own account for investment
purposes only and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof, and it
will not offer to sell or otherwise dispose of such Company Shares
except (i) in an offering covered by a registration statement filed
with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933 (the Securities Act) covering the Company
Shares, or (ii) pursuant to an applicable exemption under the
Securities Act.
2.4 Restricted Securities
It understands that the Company Shares have not been registered
pursuant to the Securities Act or any applicable state securities laws,
that the Company Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
applicable regulations the Company Shares cannot be sold or otherwise
disposed of without registration under the Securities Act or an
exemption therefrom. In this connection, the Inyx Shareholder
represents that it is familiar with Rule 144 promulgated under the
Securities Act, as currently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. Stop transfer
instructions may be issued to the transfer agent for securities of the
Company (or a notation may be made in the appropriate records of the
Company) in connection with the Shares.
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2.5 Disclosure Information
It acknowledges that it has been furnished with information regarding
the Company and its business, assets, results of operations, and
financial condition to allow it to make an informed decision regarding
an investment in the Company Shares. It represents that it has had an
opportunity to ask questions of and receive answers from the Company
regarding the Company and its business, assets, results of operations
and financial condition.
2.6 Affirmation of No Solicitation
It affirms that it was not solicited by the Company to enter into this
Agreement.
2.7 Brokers
No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission payable by the Inyx Shareholders in
connection with the transactions contemplated by this Agreement.
2.8 Survival of Representations
The representations and warranties herein by the Inyx Shareholders will
be true and correct in all material respects on and as of the Closing
Date and will, except, provided herein, survive the Closing Date.
3. Representations and Warranties of the Company
The Company represents, warrants and undertakes to the Inyx
Shareholders the following:
3.1 Due Organization
The Company is a Company duly organized, validly existing and in good
standing under the laws of the State of Nevada (a) with full power and
authority to own, lease, use, and operate its properties and to carry
on its business as and where now owned, leased, used, operated and
conducted. The Company has no subsidiaries. The Company is not
qualified to conduct business in any jurisdiction other than the State
of Nevada and (b) all actions taken by the current directors and
stockholders of the Company have been valid and in accordance with the
laws of the State of Nevada and all actions taken by the Company have
been duly authorized by the current directors and stockholders of the
Company as appropriate.
3.2 Authorization and Execution
(a) The Company has all requisite corporate power and authority to
enter into and perform this Agreement and to consummate the
transactions contemplated herein.
(b) The execution, delivery and performance by the Company of this
Agreement have been duly and validly authorized and no further
consent or authorization of the Company, its Board of
Directors or its stockholders is required.
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(c) This Agreement has been duly executed and delivered by the
Company.
(d) This Agreement constitutes a valid and binding agreement of
the Company, enforceable against the Company in accordance
with its terms.
3.3 No Violation of Corporate Documents or Agreements
The execution and delivery of this Agreement by the Company and the
performance by the Company of its obligations hereunder will not cause,
constitute or result in (i) any breach or violation, or give rise to a
right of termination, cancellation or acceleration of any obligation or
to loss of a material benefit under, or to increased, additional,
accelerated or guaranteed rights or entitlements of any person under
any of the provisions of, or constitute a default under, any license,
indenture, mortgage, charter, instrument, articles of incorporation,
bylaw, judgment, order, decision, writ, injunction, or decree or other
agreement or instrument or proceeding to which the Company is a party,
or by which it may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (ii) an event that would
cause the Company to be liable to any party, or (iii) an event that
would result in the creation or imposition or any lien, charge or
encumbrance on any asset of the Company or on the Company Shares.
3.4 Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution
As of the date hereof, the authorized capital of the Company is
25,000,000 shares of common stock, with a par value of US$0.001. There
is no authorized preferred stock of any kind. The issued and
outstanding capital stock of the Company is 5,000,000 shares of common
stock. All of the shares of capital stock are duly authorized, validly
issued, fully paid and non-assessable. Following Closing the issued and
outstanding capital stock of the Company will be 21,000,000 shares of
Common Stock. No shares of capital stock of the Company are subject to
preemptive rights or similar rights of the stockholders of the Company
or any liens or encumbrances imposed through the actions or failure to
act of the Company, or otherwise. As of the date hereof and other than
pursuant to this Agreement (i) there are no outstanding options,
warrants, convertible securities, scrip, rights to subscribe for, puts,
calls, rights of first refusal, tag-along agreements, nor any other
agreements, understandings, claims or other commitments or rights of
any character whatsoever relating to, or securities or rights
convertible into or exchangeable for any shares of capital stock of the
Company, or arrangements by which the Company is or may become bound to
issue additional shares of capital stock of the Company (save for the
arrangements by which the Company shall, on or about the date of this
Agreement and in connection therewith, issue to Mr. Slatt 1,000,000
shares of common stock, with a par value of US$0.001 and issue to
Liberty Management, LLC, Grosvenor Trust Company LTD, Abacus Nominees
Limited, TriFinity Venture Corporation and BPL Corp. between them
2,450,000 of common stock, with a par value of US$0.001), and (ii)
there are no agreements or arrangements under which the Company is
obligated to register the sale of any of its securities under the
Securities Act and (iii) there are no anti-dilution or price adjustment
provisions contained in any security issued by the Company (or in the
Company's articles of incorporation or by-laws or in any agreement
providing rights to security holders) that will be triggered by the
transactions contemplated by this Agreement. The Company has furnished
to the Inyx Shareholders true and correct copies of the Company's
articles of incorporation and by-laws, copies of which are attached to
this Agreement as Schedule 2.
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3.5 Authorization of Company Shares
The issuance, sale and delivery of the Company Shares has been duly
authorized by all requisite corporate and stockholder action of the
Company, and the Company Shares to be issued to the Inyx Shareholders,
when issued and delivered in accordance with the terms of this
Agreement, will be validly issued and outstanding, fully paid and
non-assessable, free and clear of any mortgage, lien, pledge, charge,
security interest or encumbrances of any kind and not subject to
preemptive or other similar rights of the stockholders of the Company.
The issuance of the Company Shares to the Inyx Shareholders is and will
be in full compliance with all applicable federal, foreign, and state
securities laws.
3.6 No Governmental Action Required
The execution and delivery by the Company of this Agreement does not
and will not, and the consummation of the transactions contemplated
hereby will not, require any action by or in respect of, or filing
with, any governmental body, agency or governmental official, including
but not limited to, the Commission, the NASD, the Nevada Securities
Division or the Texas state securities commission, except such actions
or filings that have been undertaken or made prior to the date hereof
or the report described in Section 6.2 of this Agreement and that will
be in full force and effect (or as to which all applicable waiting
periods have expired) on and as of the date hereof or which are not
required to be filed on or prior to the Closing Date.
3.7 Compliance with Applicable Law and Corporate Documents
The execution and delivery by the Company of this Agreement and the
performance by the parties hereto of the transactions contemplated
hereby does not and will not contravene or constitute a default under
or violation of (i) any provision of any applicable law or regulation,
(ii) the Company's articles of incorporation or by-laws, or (iii) any
agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or any its assets, or result in the creation
or imposition of any lien on any asset of the Company. The Company is
in compliance with and conforms to all statutes, laws, ordinances,
rules, regulations, orders, restrictions and all other legal
requirements of any domestic or foreign government or any
instrumentality thereof having jurisdiction over the conduct of its
businesses or the ownership of its properties.
3.8 SEC Representations
Through the date hereof, the Company has filed with the Commission all
forms, reports and documents (SEC Reports) required to be filed by it
pursuant to Section 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act). The Company has fewer than 500 shareholders of record as
determined in accordance with Rule 12g5-1 and is not required to
register its shares under the Exchange Act. True and complete copies of
the required SEC Reports have been delivered to the Inyx Shareholders
by the Seller and are incorporated herein by reference. Such SEC
Reports, at the time filed, complied in all material respects with the
requirements of the federal and state securities laws and the rules and
regulations of the Commission thereunder applicable to such SEC
Reports. None of the SEC Reports, including without limitation, any
financial statements or schedules included therein, contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
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3.9 Financial Statements
(a) The Inyx Shareholders have each received a copy of the audited
financial statements of the Company for the fiscal year ended
December 31, 2002 (Audited Financial Statements), and the
related statements of income and retained earnings for the
period then ended. The Audited Financial Statements have been
prepared in accordance with generally accepted accounting
principles consistently followed by the Company throughout the
periods indicated. Such financial statements fairly present
the financial condition of the Company at the dates indicated
and its results of their operations and cash flows for the
periods then ended and, except as indicated therein, reflect
all claims against, debts and liabilities of the Company,
fixed or contingent, and of whatever nature.
(b) Since December 31, 2002 (the Balance Sheet Date), there has
been no material adverse change in the assets or liabilities,
or in the business or condition, financial or otherwise,
(other than the distribution of the proceeds from the sale of
the Company's remaining horses pursuant to a sale agreement
with Thoroughbreds, Inc. dated March 6, 2003) or in the
results of operations or prospects, of the Company, whether as
a result of any legislative or regulatory change, revocation
of any license or right to do business, fire, explosion,
accident, casualty, labor trouble, flood, drought, riot,
storm, condemnation, act of God, public force or otherwise and
no material adverse change in the assets or liabilities, or in
the business or condition, financial or otherwise, or in the
results of operation or prospects, of the Company.
(c) Since the Balance Sheet Date, the Company has not suffered any
damage, destruction or loss of physical property (whether or
not covered by insurance) affecting its condition (financial
or otherwise) or operations (present or prospective), nor has
the Company issued, sold or otherwise disposed of, or (other
then pursuant to this Agreement) agreed to issue, sell or
otherwise dispose of, any capital stock or any other security
of the Company and has not granted or agreed to grant any
option, warrant or other right to subscribe for or to purchase
any capital stock or any other security of the Company or has
incurred or agreed to incur any indebtedness for borrowed
money. 3.10 No Litigation
The Company is not a party to any pending or threatened suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
or threatened governmental investigation. The Company is not subject to
or in default with respect to any order, writ, injunction, or decree of
any federal, state, local, or foreign court, department, agency, or
instrumentality.
3.11 No Taxes
The Company is not, and will not become with respect to any periods
ending on or prior to the Closing Date, liable for any income, sales,
withholding, franchise, excise, license, real or personal property
taxes (a Tax) to any foreign, United States federal, state or local
governmental agencies whatsoever. All United States federal, state,
county, municipality local or foreign income Tax returns and all other
material Tax returns (including information returns) that are required,
or have been required, to be filed by or on behalf of the Company have
been or will be filed as of the Closing Date and all Taxes due pursuant
to such returns or pursuant to any assessment received by the Company
have been or will be paid as of the Closing Date. The charges, accruals
and reserves on the books of the Company in respect of taxes or other
governmental charges have been established in accordance with GAAP. All
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returns that have been filed or lodged relating to Tax are true and
accurate in all material respects. No audit, action, suit, proceeding
or other examination regarding taxes for which the Company may have any
liability is currently pending against or with respect to the Company
and the Company has not received any notice (formally or informally) of
any audit, suit, proceeding or other examination. No material
adjustment relating to any Tax returns, no closing or similar agreement
have been entered into or issued or have been proposed (formally or
informally) by any tax authority (insofar as such action relate to
activities or income of or could result in liability of the Company for
any Tax) and no basis exists for any such actions. The Company has not
changed any election, adopted or changed any accounting method or
period, filed any amended return for any Tax, settled any claim or
assessment of any Tax, or surrendered any right to claim any refund of
any Tax, or consented to any extension or waiver of the statute of
limitations for any Tax.
3.12 Material Agreements
The Company is not currently carrying on any business and is not a
party to any contract, agreement, arrangement, understanding, lease
(whether written or oral) or order that would subject it to any
obligations or restrictions of any nature whatsoever after the closing
of the transactions contemplated by this Agreement. Without limiting
the generality of the foregoing:
(a) The Company does not have, and never has had, any employees or
agents.
(b) The Company has no employment contracts or agreements with any
of its officers, directors, or with any consultants, employees
or other such parties.
(c) The Company has no stockholder contracts or agreements.
(d) The Company is not in default under any contract or any other
document.
(e) The Company has no written or oral contracts with any third
party except a transfer agent agreement with the Securities
Transfer Corporation, a copy of which is attached as Schedule
3.
(f) The Company has no outstanding powers of attorney.
(g) The Company is not required to hold and does not hold any
Permits other than a Nevada State Business License (Permits
means all licenses, franchises, grants, authorizations,
permits, easements, variances, exemptions, consents,
certificates, orders and approvals necessary to own, lease and
operate the properties, of, and to carry on the business of
the Company).
(h) Neither the Company nor, to the Company's knowledge, any
employee or agent of the Company has made any payments of
funds of the Company, or received or retained any funds, in
each case in violation of any law, rule or regulation or of a
character required to be disclosed by the Company in any of
the SEC Reports.
(i) There are no outstanding judgments or UCC financing statements
filed against the Company or any of its properties.
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(j) The Company has no debt, loans, or obligations of any kind, to
any of its directors, officers, stockholders or employees or
third parties that will not be satisfied at the Closing Date.
(k) The Company does not have and will not have any assets at the
time of the Closing Date. The Company does not own or lease,
and has never owned or leased, any real estate or any
interests in real estate, plant or equipment. The Company does
not own or license, and has never owned or licensed, any
patents, copyrights, or trademarks. The Company does not
license the intellectual property of others nor owe fees or
royalties on the same.
(l) The Company has no outstanding provisions for indemnification
of any person with respect to liabilities relating to any
current or former business of the Company or any predecessor
person.
3.13 No Liabilities
Except as set forth in the financial statements of the Company, there
are no liabilities of the Company of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise,
and there is no existing condition, situation or set of circumstances
that could reasonably be expected to result in such a liability.
3.14 OTC Listing
The Company is currently listed on the OTC Electronic Bulletin Board
under the trading symbol "DBLQ".
3.15 Compliance with Law
To the best of its knowledge, the Company has complied with, and is not
in violation of, all applicable laws and regulations of federal, state
or local government authorities and agencies. There are no pending or
threatened proceedings against the Company by any federal, state or
local government, or any department, board, agency or other body
thereof.
3.16 Corporate Documents Effective
The articles of incorporation, as amended, and the by-laws of the
Company, as provided to the Inyx Shareholders and attached as Schedule
2, are in full force and effect and all actions of the Board of
Directors or stockholders required to accomplish same have been taken.
3.17 No Stockholder Approval Required
The issuance of the Company Shares to the Inyx Shareholders does not
require the approval of the stockholders of the Company under the
Nevada Revised Statutes (NRS), the Company's articles of incorporation
or by-laws, or any other requirement of law or, if stockholder approval
is required it has or will, prior to the Closing, be properly obtained
in accordance with the requirements of the Company's articles of
incorporation and by-laws and the NRS.
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3.18 No Dissenters' Rights
The issuance of the Company Shares to the Inyx Shareholders and the
other transactions contemplated by this Agreement will not give rise to
any dissenting stockholders' rights under the NRS, the Company's
articles of incorporation or by-laws, or otherwise.
3.19 Not Subject to Voting Trust
None of the Company Shares are or will be subject to any voting trust
or agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such Company Shares. The Company is
not a party to any agreement that offers or grants to any person the
right to purchase or acquire any of the Company Shares. There is no
applicable local, state or federal law, rule, regulation, or decree
that would, as a result of the issuance of the Company Shares to the
Inyx Shareholders, impair, restrict or delay any voting rights with
respect to the Company Shares.
3.20 Prior Offerings
All issuances by the Company of shares of common stock in past
transactions have been legally and validly effected, and all of such
shares of common stock are fully paid and non-assessable. All of the
offerings of the Company's common stock were conducted in strict
accordance with the requirements of Regulation D, Rules 504 and 506, as
applicable, in full compliance with the requirements of the Securities
Act and in full compliance with and according to the requirements of
the NRS and the Company's articles of incorporation and by-laws.
3.21 Offering of Company Shares
Neither the Company nor any person acting on its behalf has taken or
will take any action (including, without limitation, any offering of
any securities of the Company under circumstances that would require,
under the Securities Act, the integration of such offering with the
offering and sale of the Company Shares) that might subject the
offering, issuance or sale of the Company Shares to the registration
requirements of Section 5 of the Securities Act.
3.22 True Representations
The information heretofore furnished to the Inyx Shareholders for
purposes of or in connection with this Agreement or any transaction
contemplated hereby does not, and all such information hereafter
furnished by the Company to the Inyx Shareholders will not, contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein, in the
light of the circumstances under which they are made, not misleading.
3.23 Complete Books and Records
The certificates representing the Company Shares and all corporate
records and documents of Company that have been made available for
inspection by Inyx Shareholders prior to the date hereof are true and
complete in all respects.
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3.24 Corporate Name
The Company (i) has the exclusive right to use the name "Doblique,
Inc." as the name of a Company in any jurisdiction in which the Company
does business and (ii) has not received any notice of conflict in the
past with respect to the rights of others regarding the corporate name
of the Company. No person is presently authorized by the Company to use
the name of the Company.
3.25 Issuing Corporation
The Company is not an "Issuing Company" as such term is defined in NRS
78.3788 nor a "Resident Domestic Company" as such term is defined in
NRS 78.427.
3.26 Survival
The representations and warranties herein with respect to the Company
shall (x) be true and correct in all material respects on and as of the
Closing Date with the same force and effect as though said
representations and warranties had been made on and as of the Closing
Date and (y) survive the Closing Date for a period of two years,
provided, however, that the representations and warranties set out at
Section 3.1 and 3.2 shall survive forever and the representation and
warranty set out at Section 3.11 shall survive until the expiration of
all applicable statutes of limitations.
4. Representations and Warranties of Inyx
Inyx represents, warrants and undertakes to the Company as at the
Closing Date the following:
4.1 Memorandum and Articles of Association, Statutory Book and Returns
(a) The copy of the memorandum and articles of association of Inyx
that has been given to the Company and is attached at Schedule
7 is accurate and complete and has annexed or incorporated
copies of all resolutions or agreements required by the
Companies Act of 1985 to be so annexed or incorporated.
(b) The register of members and other statutory books and
registers of Inyx have been properly kept and no notice or
allegation that any of them is incorrect or should be
rectified has been received.
(c) All returns and particulars, resolutions and other documents
which Inyx is required by law to file with or deliver to the
register of companies have been correctly made up and duly
filed or delivered.
4.2 Ownership of the Shares; Valid Issuance
(a) The Inyx Shares constitute the whole of the issued and
allotted share capital of Inyx. The Inyx Shares have been
legally and validly issued in compliance with all applicable
laws of England and Wales and are fully paid, provided, that,
the balance of the share premium due to Inyx from 715821
Ontario Limited (Ontario) remains payable by Ontario (not by
Doblique) as reflected in the letter dated April 25, 2003
between Inyx and Ontario and copied to Doblique.
13
(b) No person is entitled or has claimed to be entitled to require
Inyx to issue any share or loan capital either now or at any
future date whether contingently or not other than the
(pound)2,500,000 6% Convertible Promissory Note due March 6,
2007 (the Convertible Note), issued to Stiefel Laboratories,
Inc. (Stiefel) and the related Option Agreement dated March 6,
2003 (the Option Agreement).
(c) There is no option, right of pre-emption, right to acquire,
mortgage, charge, pledge, lien or other form of security or
encumbrance on, over or affecting any of the Inyx Shares nor
is there any commitment to give or create any of the
foregoing, and no person has claimed to be entitled to any of
the foregoing, provided, that, the balance of the share
premium due to Inyx from 715821 Ontario Limited (Ontario)
remains payable by Ontario (not by Doblique) as reflected in
the letter dated April 25, 2003 between Inyx and Ontario and
copied to Doblique.
4.3 Due Organization
Inyx is a company incorporated in England and Wales with full power and
authority to own, lease, use, and operate its properties and to carry
on its business as and where now owned, leased, used, operated and
conducted. Inyx has no subsidiaries. All actions taken by the current
directors and shareholders of Inyx have been valid and in accordance
with the laws of England and Wales and all actions taken by Inyx have
been duly authorized by the current directors and shareholders of Inyx
as appropriate.
4.4 Authorization and Execution
(a) Inyx has all requisite corporate power and authority to enter
into and perform this Agreement and to consummate the
transactions contemplated herein.
(b) The execution, delivery and performance by Inyx of this
Agreement have been duly and validly authorized and no further
consent or authorization of Inyx, its board of directors or
its shareholders is required.
(c) This Agreement has been duly executed and delivered by Inyx.
(d) This Agreement constitutes a valid and binding agreement of
Inyx, enforceable against Inyx in accordance with this terms.
4.5 No Violation of Corporation Documents or Agreements
The execution and delivery of this Agreement by Inyx and the
performance by Inyx of its obligations hereunder will not cause,
constitute or result in (i) any breach or violation, or give rise to a
right of termination, cancellation or acceleration of any obligation or
to loss of a material benefit under, or to increased, additional,
accelerated or guaranteed rights or entitlements of any person under
any of the provisions of, or constitute a default under, any license,
indenture, mortgage, charter, instrument, articles of incorporation,
judgment, order, decision, writ, injunction, or decree or other
agreement or instrument or proceedings to which Inyx is a party, or by
which it may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (ii) an event that would
cause Inyx to be liable to any party other than under this Agreement,
or (iii) an event that would result in the creation or imposition or
any lien, charge or encumbrance on any asset of Inyx or on the shares
of Inyx to be acquired by the Company.
14
4.6 Capital, No Preemptive Rights, No Liens; Anti-Dilution
As of the date hereof, the issued capital of Inyx is 1,000,000 ordinary
shares with a par value of GBP(pound)0.001 per share. There is no
issued preferred stock. All of the issued ordinary shares are duly
authorized, validly issued and fully paid. No shares of Inyx are
subject to preemptive rights or similar rights of the shareholders of
Inyx or any lien or encumbrances imposed through the actions or failure
to act of Inyx, or otherwise. As of the date hereof, other than
pursuant to this Agreement, the Convertible Note and the Option
Agreement (i) there are no outstanding options, warrants, convertible
securities, scrip, rights to subscribe for, puts, calls, rights of
first refusal, tag-along agreements, nor any other agreements,
understandings, claims or other commitments or rights of any character
whatsoever relating to, or securities or rights convertible into or
exchangeable for any ordinary shares of Inyx, or arrangements by which
Inyx is or may become bound to issue additional ordinary shares of
Inyx, and (ii) there are no anti-dilution or price adjustment
provisions contained in any security issued by Inyx (or in Inyx's
articles of incorporation or in any agreement providing rights to
security holders) that will be triggered by the transactions
contemplated by this Agreement. Inyx has furnished to the Company true
and correct copies of Inyx's memorandum and articles of incorporation,
copies of which are attached to this Agreement at Schedule 7.
4.7 No Governmental Action Required
The execution and delivery by Inyx of this Agreement does not and will
not, and the consummation of the transactions contemplated hereby will
not, require any action by or in respect of, or filing with, any
governmental body, agency or governmental official such actions or
filings that have been undertaken or made prior to the date hereof and
that will be in full force and effect (or as to which all applicable
waiting periods have expired) on and as of the date hereof or which are
not required to be filed on or prior to the Closing Date.
4.8 Compliance with Applicable Law
The execution and delivery by Inyx of this Agreement and the
performance by the parties hereto of the transactions contemplated
hereby does not and will not contravene or constitute a default under
or violation of any provision of applicable law or regulation. Inyx is
in material compliance with and conforms in all material respects to
all statutes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or
foreign government or any instrumentality thereof having jurisdiction
over the conduct of its businesses or the ownership of its properties.
4.9 No Litigation
Except as set out at Schedule 6, Inyx is not a party to any pending or,
to its knowledge, threatened suit, action, arbitration, or legal,
administrative, or other proceeding, or pending or, to its knowledge,
threatened governmental investigation. Inyx is not subject to or in
default with respect to any order, writ, injunction, or decree of any
national, local, or foreign court, department, agency, or
instrumentality.
4.10 No Taxes
Inyx is not currently liable to account, and has not become liable to
account with respect to any accounting periods ending on or prior to
the Closing Date, for any income, sales, withholding, franchise,
excise, license, real or personal property taxes (a Tax) to the United
15
Kingdom (U.K.) Inland Revenue, HM Customs and Excise or any relevant
taxation or excise authority whether of the U.K. or elsewhere. All Tax
returns and all other material Tax returns (including information
returns) that are required, or have been required, to be filed by or on
behalf of Inyx have been or will be filed as of the Closing Date and
all Taxes due pursuant to such returns or pursuant to any assessment
received by Inyx have been or will be paid as of the Closing Date. The
charges, accruals and reserves on the books of Inyx in respect of taxes
or other governmental charges have been established in accordance with
U.K. GAAP. All returns that have been filed or lodged relating to Tax
are true and accurate in all material respects. No audit, action, suit,
proceeding or other examination regarding taxes for which Inyx may have
any liability is currently pending against or with respect to Inyx and
Inyx has not received any notice (formally or informally) of any audit,
suit, proceeding or other examination. No material adjustment relating
to any Tax returns, no closing or similar agreement have been entered
into or issued or have been proposed (formally or informally) by any
tax authority (insofar as such action relate to activities or income of
or could result in liability of Inyx for any Tax) and no basis exists
for any such actions. Inyx has not changed any election, adopted or
changed any accounting method or period, filed any amended return for
any Tax, settled any claim or assessment of any Tax, or surrendered any
right to claim any refund of any Tax, or consented to any extension or
waiver of the statute of limitations for any Tax.
4.11 Material Agreements
The contracts, agreements, arrangements, understandings, leases or
orders (whether written or oral) that, as of the date hereof, subject
Inyx to any material obligations or restrictions (for the avoidance of
doubt excluding any contracts, agreements or arrangements for ordinary
utility providers or any office services obligations) or under which
Inyx is entitled to material rights and benefits are listed at Schedule
5.
4.12 Compliance with Law
To the best of its knowledge, Inyx has complied with in all material
respects, and is not in violation of, all applicable laws and
regulations of national or local government authorities and agencies.
There are no pending or to its knowledge threatened proceedings against
Inyx by any national or local government, or any department, board,
agency or other body thereof.
4.13 True Representations
The information heretofore furnished by Inyx to the Company for
purposes of or in connection with this Agreement or any transaction
contemplated hereby does not, and all such information hereafter
furnished by Inyx to the Company will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the
circumstances under which they are made, not misleading.
5. Indemnification
5.1 Indemnification of Inyx Shareholders
The Company shall be liable for, and hereby agrees to indemnify and
hold harmless the Inyx Shareholders (which includes, for purposes of
this Section, where relevant, all officers, directors, and stockholders
of the Inyx Shareholders) against, any Losses, joint or several, to
16
which Inyx Shareholders may become subject under the Securities Act,
the Exchange Act, any state or federal law, statutory or common law, or
otherwise insofar as such losses, claims, damages or liabilities (or
actions or proceedings, whether commenced or threatened, in respect
thereof) arise from, relate to or are otherwise in respect of the
execution of this Agreement and the performance of the transactions
contemplated herein. Such indemnity will include, without limitation
whatsoever, indemnification for Losses that arise from, relate to or
are otherwise in respect of:
(a) the inaccuracy of any warranty or representation of the
Company contained in this Agreement, or any omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading;
(b) any breach of any covenant of the Company contained in this
Agreement; or
(c) the Company or its assets or liabilities to the extent that
such Losses relate to events, occurrences, actions, omissions,
facts or circumstances occurring or existing prior to the
Closing Date.
This indemnification will include, without limitation whatsoever,
indemnification for all liabilities for Taxes of the Company for all
periods ending on or prior to the Closing Date and all Taxes for the
Company for all periods ending on or prior to the Closing Date. The
Company will in addition reimburse the Inyx Shareholders for any legal
or any other expenses reasonably incurred by the Inyx Shareholders in
connection with investigating or defending any such loss, claim,
liability, action or proceeding. The indemnity provided for in this
Section 5.1 shall remain in full force and effect regardless of any
investigations made by or on behalf of the Inyx Shareholders and shall
survive the Closing for a period of two years, and with respect to any
Tax, for the duration of any applicable statute of limitations.
5.2 Indemnification of Company
Each Inyx Shareholder shall, severally and not jointly, be liable for
and hereby agree to indemnify and hold harmless the Company against any
losses to which the Company may become subject under the Securities
Act, the Exchange Act, any state or federal law, statutory or common
law, or otherwise insofar as other losses arise from, relate to or are
otherwise in respect of:
(a) the inaccuracy of any warranty or representation given by such
Inyx Shareholder contained in this Agreement, or any omission
or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading; or
(b) any breach of any covenant of the Inyx Shareholders contained
in this Agreement.
Each Inyx Shareholder will, severally and not jointly, in addition
reimburse the Company for any legal or any other expenses reasonably
incurred by the Company in connection with investigating or defending
any such loss, claim, liability, action or proceeding. The indemnity
provided for in this Section 5.2 shall remain in force and effect
regardless of any investigation made by or on behalf of the Company and
shall survive Closing for a period of two years and with respect to any
Tax, for the duration of any applicable statute of limitations.
17
As used in this Section 5, Losses means any loss, claim, demand,
damage, award, liabilities, suits, penalties, forfeitures, cost or
expense (including, without limitation, reasonable attorneys',
consultant and other professional fees and disbursements of every kind,
nature and description).
5.3 Gross-Up Provision
All indemnification payments required to be made under this Agreement
shall be made on an after-Tax basis, meaning that any such payment
shall be increased to account for the imposition of any Tax resulting
from the receipt or accrual of such indemnity payment, such that the
net amount received by the indemnified party or parties is equal to the
full amount of the payment prior to the imposition of and adjustment
for such Taxes.
6. Covenants of the Company
6.1 Appointment of New Director
Immediately upon the Closing Date, the Board of Directors of the
Company shall resolve to appoint Steven Handley as a director of the
Company as soon as reasonably practicable.
6.2 Commission Filing
Within 15 days following the Closing Date, the Company shall file a
Form 8-K (as defined pursuant to the Exchange Act ) with the Commission
in relation to fthe transactions consummated by this Agreement, and
notify stockholders of all actions taken by written consent of the
stockholders.
6.3 Required Regulatory Approvals; Reasonable Best Efforts; Further
Assurances
Subject to the terms of this Agreement, the Company (with the
reasonable assistance of the Inyx Shareholders) will, and will cause
its affiliates to, use their reasonable best efforts to take, or cause
to be taken, all actions and to do, or cause to be done, all things
necessary or desirable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement. The Company
(and if applicable the Inyx Shareholders) agree to execute and deliver
such other documents, certificates, agreements and other writings and
to take such other actions as may be necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by
this Agreement.
6.4 Transfers of Company Shares
The Company shall take all actions reasonably necessary to enable
holders of the Company Shares to sell such stock without registration
under the Securities Act pursuant to Rule 144 under the Securities Act
or any successor rule or regulation, subject in each case to the
provisions of this Agreement and, specifically, the filing on a timely
basis of all reports required to be filed under the Exchange Act.
6.5 Registration Rights Agreement
The terms set forth in Schedule 4 are hereby incorporated by reference.
The registration rights set forth in Schedule 4 may be assigned by a
Holder (as defined therein) to a transferee or assignee of the Company
18
Shares, provided that such transferee or assignee agrees to be bound to
the terms of Schedule 4. The Company shall not, without the prior
written consent of the Holder owning a majority-in-interest of the
Company Shares, enter into an agreement which grants a Person
registration rights superior to those granted in Schedule 4.
6.6 Issue of Company Shares to Stiefel
The Company acknowledges the existence of the Convertible Note and the
Option Agreement . Pursuant to the Convertible Note and the Option
Agreement, Stiefel may, after the Closing Date, at any time during the
life of the Convertible Note, convert the entirety of the then
outstanding principal amount of the Convertible Note into ordinary
shares of the Company (the Conversion Option). The Convertible Note and
the Option Agreement are set out in Schedule 5 Section 20 to this
Agreement. The Company covenants and agrees that it will reserve such
number of Company Shares (including such number of additional Company
Shares as may be necessary after a stock split or any other change in
the Company's common stock) that are necessary to satisfy the Company's
obligations to issue Company Shares to Stiefel upon Stiefel's exercise
of its Conversion Option.
7. Miscellaneous
7.1 Entire Agreement
This Agreement sets forth the entire agreement and understanding of the
parties hereto with respect to the transactions contemplated hereby,
and supersedes all prior agreements, arrangements and understanding
related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant
or condition, written or oral, express or implied, whether by statute
or otherwise, has been made by any party hereto which is not embodied
in this Agreement or the written statement, certificates, or other
documents delivered pursuant hereto or in connection with the
transactions contemplated hereby, and no party hereto shall be bound by
or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set
forth.
7.2 Notices
Any notice or communications hereunder must be in writing and given (i)
by depositing same in the international courier addressed to the party
to be notified, postage prepaid and registered, (ii) by delivering same
in person or (iii) by sending the same by fax message. Such notices
shall be deemed to have been received on the second business day
following the date on which it was sent by courier, on the date on
which it is hand delivered, or upon receipt of confirmation of
transmission if sent by fax. For purpose of giving notice, the
addresses and fax numbers of the parties shall be as follows (unless
otherwise notified to the other parties to this Agreement):
If to an Inyx Shareholder, to the address or fax number listed opposite
its name in Schedule 1.
If to Inyx to:
INYX PHARMA LIMITED
Innovation House
6 Seymour Court
Manor Park
Runcorn
19
Cheshire WA7 1S4
England
Fax: 44 1928 579 435
Attention: Steven Handley
If to Company to:
DOBLIQUE, INC.
801 Brickell
9th Floor
Miami, FL 33131
Fax: 305 365 3963
Attention: Jack Kachkar
7.3 Governing Law
This Agreement shall be governed by and continued in accordance with
the laws of the State of New York without regard to the conflicts of
law principles thereof (other than ss.5-1401 of the New York General
Obligations Law).
7.4 Consent to Jurisdiction
Each of the parties (a) consents to submit itself to the personal
jurisdiction of any Federal court or any New York state court located
in the Borough of Manhattan, in the event any disputes arises out of
this Agreement, (b) agrees that it shall not attempt to deny of defeat
such personal jurisdiction by motion of other request for leave from
any such court, and (c) agrees that it shall not bring any action
relating to this Agreement of the transactions contemplated herein in
any court other than one of such courts. The parties agree that any
service of process to be made hereunder may be made by certified mail,
return receipt requested, addressed to the party at the address
appearing in Section 7.2. Each party waives any objection based on
forum non-conveniens.
7.5 Waiver of Jury Trial
The parties each hereby irrevocably waive any rights they may have to
jury trial of any dispute, claim or cause of action based upon or
arising from this Agreement or the transactions contemplated by this
Agreement. In the event of litigation, this Agreement may be filed as a
written consent to trial by a court.
7.6 Counterparts
This Agreement may be executed by the parties hereto in separate
counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.7 Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies
This Agreement may be amended, superseded, canceled, renewed, or
extended, and the terms hereof may be waived, only by a written
instrument signed by authorized representatives of the parties or, in
the case of a waiver, by an authorized representative of the party
20
waiving compliance. No such written instrument shall be effective
unless it expressly recites that it is intended to amend, supersede,
cancel, renew or extend this Agreement or to waive compliance with one
or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege shall
hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any such right, power or privilege, or any
single or partial exercise of any such right, power of privilege,
preclude any further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies
of any party based upon, arising out of or otherwise in respect of any
inaccuracy in or breach of any representation, warranty, covenant or
agreement contained in this Agreement shall in no way be limited by the
fact that the act, omission, occurrence or other state of facts upon
which any claim of any such inaccuracy or breach is based may also be
the subject of any other representation, warranty, covenant or
agreement contained in this Agreement (or in any other agreement
between the parties) as to which there is no inaccuracy or breach.
7.8 Binding Effect; No Assignment, No Third-Party Rights
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. This
Agreement is not assignable without the prior written consent of each
of the parties hereto or by operation of law. This Agreement is for the
sole benefit of the parties hereto and their permitted assigns, and
nothing herein, expressed or implied, shall give or be construed to
give to any person, any legal or equitable rights, benefits or remedies
of any nature whatsoever, including any rights of employment for any
specified period, under or by reason of this Agreement.
7.9 Further Assurances
Each party shall, at the request of the other party, at any time and
from time to time following the Closing Date promptly execute and
deliver, or cause to be executed and delivered, to such requesting
party all such further instruments and take all such further action as
may be reasonably necessary or appropriate to carry out the provisions
and intents of this Agreement and of the instruments delivered pursuant
to this Agreement.
7.10 Severability of Provisions
If any provision or any portion of any provision of this Agreement or
the application of any such provision or any portion thereof to any
person or circumstance, shall be held invalid or unenforceable, the
remaining portion of such provision and the remaining provisions of the
Agreement, or the application of such provision or portion of such
provision is held invalid or unenforceable to person or circumstances
other than those as to which it is held invalid or unenforceable, shall
not be affected thereby and such provision or portion of any provision
as shall have been held invalid or unenforceable shall be deemed
limited or modified to the extent necessary to make it valid and
enforceable, in no event shall this Agreement be rendered void or
unenforceable.
7.11 Exhibits and Schedules
All exhibits annexed hereto, and all schedules referred to herein, are
hereby incorporated in and made a part of this Agreement as if set
21
forth herein. Any matter disclosed on any schedule referred to herein
shall be deemed also to have been disclosed on any other applicable
schedule referred to herein.
7.12 Captions
All section titles or captions contained in this Agreement or in any
schedule or exhibit annexed hereto or referred to herein, and the table
of contents to this Agreement, are for convenience only, shall not be
deemed a part of this Agreement and shall not affect the meaning or
interpretation of this Agreement. All references herein to sections
shall be deemed references to such parts of this Agreement, unless the
context shall otherwise require.
7.13 Expenses
Except as otherwise expressly provided in this Agreement, whether or
not the Closing Date occurs, each party hereto shall pay its own
expenses incidental to the preparation of this Agreement, the carrying
out of the provisions hereof and the consummation of the transactions
contemplated.
7.14 Public Announcements
The parties agree to consult with each other before issuing any press
release or making any public statement or completing any public filing
with respect to this Agreement or the transactions contemplated hereby
and, except as may be required by applicable law or any listing
agreement with any national securities exchange or quotation system,
will not issue any such press release or make any such public statement
prior to consultation.
7.15 Non-confidentiality
Notwithstanding Section 7.14, the Company, each Inyx Shareholder and
each employee, representative or other agent of the same (collectively
the Covered Parties), may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the
transaction and all materials of any kind (including opinions or other
tax analyses) that are provided to a Covered Party relating to such tax
treatment and tax structure.
7.16 Specific Performance
The parties hereto agree that the remedy at law for any breach of this
Agreement will be inadequate and that any party by whom this Agreement
is enforceable shall be entitled to specific performance in addition to
any other appropriate relief or remedy. Such party may, in its sole
discretion, apply to any court of competent jurisdiction for specific
performance or injunctive or such other relief as such court may deem
just and proper in order to enforce this Agreement or prevent any
violation hereof and, to the extent permitted by applicable law, each
party waives any objection to the imposition of such relief.
7.17 Several Obligations
Notwithstanding anything in this Agreement to the contrary, all
obligations of the Inyx Shareholders set out herein are to be provided
severally by each Inyx Shareholder and not jointly by all the Inyx
Shareholders.
22
Signatories
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.
DOBLIQUE, INC.
By: /s/ Jack Kachkar
----------------------------------
715821 ONTARIO LIMITED
By: /s/ Jordan Slatt
----------------------------------
CORALBEACH VENTURES, INC.
By: Juricon Management, Inc.
----------------------------------
As Director
/s/ STEVEN HANDLEY
-------------------------------------
/s/ JUDITH HANDLEY
-------------------------------------
/s/ COLIN HUNTER
-------------------------------------
INYX PHARMA LIMITED
By: /s/ Stephen Handley
----------------------------------
As Director
23
SCHEDULE 1
LIST OF INYX SHAREHOLDERS
-------------------------------------------------------
A B C D
- -------------------------------------------------------------------------------------------------------
NO. OF % INYX NO OF % COMPANY
INYX SHARES COMPANY SHARES AT
SHARES PRE- SHARES TO CLOSING
OWNED CLOSING BE ISSUED
SHAREHOLDER ADDRESS/FAX PRE- AT
CLOSING CLOSING
- -------------------------------------------------------------------------------------------------------
715821 Ontario 124 Sandringham Drive,
Limited North York, Ontario 737,500 73.75 11,800,000 56.19
M3H 1E3, Canada
Fax: 905 738-5227
- -------------------------------------------------------------------------------------------------------
Steven Handley 37 Parkland Drive
Elton, Chester 37,500 3.75 600,000 2.86
Cheshire, England
CH2 4PG
Fax:
44-1928-727549
- -------------------------------------------------------------------------------------------------------
Judith Handley 37 Parkland Drive
Elton, Chester 87,500 8.75 1,400,000 6.67
Cheshire, England
CH2 4PG
Fax:
44-1928-727549
- -------------------------------------------------------------------------------------------------------
Colin Hunter 11 Humberclose
Widnes 37,500 3.75 600,000 2.86
Cheshire, England
WA8 3Y4
Fax:
44-1928-727549
- -------------------------------------------------------------------------------------------------------
CoralBeach European Office:
Ventures, Inc. Mejer Hofstrasse 2 100,000 10.0 1,600,000 7.62
FL-9490 VADUZ
Fax:
423-23-55-164
- -------------------------------------------------------------------------------------------------------