STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT dated May 9th 2002 (Agreement") by and among
VERO INTERNATIONAL, INC. a Delaware corporation having an office at 30150
Telegraph Road, Suite 183 Bingham Farms, MI 48025 (hereinafter the "Buyer");
VERO TOOLING SOLUTIONS, INC., an Ontario corporation having an office at 3310
South Service Rd, Burlington, Ontario, (hereinafter the "Company") and STEVEN
WITHERSPOON of Dundas, Ontario, ADAM PANCHYSHYN of Burlington, Ontario, Canada
(hereinafter collectively the "Shareholders").
W I T N E S S E T H:
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WHEREAS, the Company is engaged in the business of owning and operating a
distribution and sale business involving the sale of the CAD/CAM products of VI
Group plc in Canada; and
WHEREAS, Shareholders are all of the Shareholders of the Company; and
WHEREAS, Buyer wishes to purchase, and the Shareholders wishes to sell to
Buyer, upon the terms and conditions hereinafter set forth, all of the issued
and outstanding capital stock of the Company.
NOW, THEREFORE, Buyer, Shareholders and the Company hereby agree as
follows:
1. PURCHASE AND SALE OF STOCK.
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1.1. SALE OF STOCK. Upon the terms and subject to the conditions
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provided in this Agreement, the Shareholders shall, at the
Closing and as of the Closing Date (as said terms are hereinafter
defined), convey, sell, transfer, assign and deliver to Buyer,
and Buyer shall purchase from the Shareholders in reliance upon
the covenants, agreements, representations, warranties and
indemnities of the Company and the Shareholders, all of issued
and outstanding capital stock of the Company consisting of 100
shares of
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common stock (the "Stock") owned by Shareholders.
1.2. CONVEYANCE BY SHAREHOLDERS. To the extent the Shareholders own or
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possess on or after the Closing Date any properties or assets
used in the Company's business or reflected in the Balance Sheet
(as hereinafter defined), Shareholders shall convey and deliver
such properties and assets to Buyer upon Buyer's request at any
time on or after the Closing Date without any additional payment
of consideration by Buyer.
2. THE CLOSING AND TRANSFER OF STOCK.
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2.1. CLOSING. The closing ("Closing") with respect to the acquisition
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of the Stock under this Agreement and all other deliveries and
transactions contemplated hereby shall take place simultaneously
with the execution hereof at 10:00 a.m. on July 1st, 2002 at the
offices of Buyer's counsel Messrs. Kleban & Samor, P.C., 2425
Post Road, Southport, Connecticut 06490 or at such other time and
place as may be acceptable to the parties and shall be effective
as of the date of Closing (the "Effective Date").
2.2. CONSIDERATION. Buyer shall pay to the Shareholders for the Stock
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a purchase price (the "Purchase Price") equal to One Dollar
($1.00) Dollar (Canadian), payable by check payable to the
Shareholders.
2.3. DELIVERY AT CLOSING. (a) At the Closing: The Shareholders shall
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transfer to Buyer the Stock free and clear of any and all claims,
liens, encumbrances, mortgages, charges. Security interest,
options, preemptive rights, restrictions or any other equities or
interests or imperfections of title whatsoever.
(b) Buyer shall pay the Purchase Price for the Stock to the
Shareholders in accordance with the terms of Section 2.2 hereof.
(c) The Company shall deliver to Buyer a Certificate of Good
Standing dated not
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more than 30 days prior to the Closing Date from the Company's
jurisdiction of incorporation and from any other jurisdiction in
which it is qualified to do business at the Closing Date.
(d) The Company shall deliver to Buyer a certified copy of
resolutions of the Shareholders and Board of Directors of the
Company authorizing this Agreement and the other agreements and
instruments to be delivered pursuant thereto and the transactions
contemplated hereby and thereby.
(e) The Company and Shareholders and the Company and David
Goode, respectively shall execute and deliver to each other
Employment Agreements dated the Closing Date in the forms annexed
hereto as SCHEDULES 2.3(A), 2.3(B) AND 2.3(C).
(f) Each member of the Board of Directors and each officer of
the Company, shall deliver to the Company a written resignation
as director and/or officer of the Company, as the case may be,
effective as of the Closing.
(g) The Shareholders shall deliver to the Company a release
of all claims in the form annexed hereto as SCHEDULE 2.3(G)
(h) Buyer will deliver to Shareholders at Closing releases of
Shareholders from all individual liability to Company or to Buyer
or Buyer's parent, VI Group, plc regarding:
a. A loan to the Company from VI Group plc in the principal
amount of $250,000, which loan has been personally
guaranteed by Shareholders;
b. All personal liability of Shareholders with respect to any
trade debt of the Company to VI Group plc or Buyer;
provided, however, that the Company shall not be released
from its obligations under the aforesaid loan or trade
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debt, which obligations shall continue after the Closing.
2.4. OPINIONS OF COUNSEL. At the Closing, the Shareholders and Buyer
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shall cause their respective counsel to deliver to each other
legal opinions dated the Closing Date substantially in the forms
annexed hereto as SCHEDULES 2.4(A) AND 2.4(B) respectively.
3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. The
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Company and Shareholders hereby jointly and severally represent, warrant
and agree as of the date hereof and as of the date of the Closing as
follows:
3.1. ORGANIZATION AND QUALIFICATION OF COMPANY. The Company is duly
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organized, validly existing and in good standing under the laws of the
Ontario of Canada. The Company has all requisite corporate power and
authority to own or lease all of its assets and to conduct its
business in the manner and in the places where such business is now
conducted by it. The Company is not required to be so licensed,
qualified or authorized to conduct its business or own its property as
a foreign corporation in any other jurisdiction.
The minute book of the Company is current and contains current,
correct and complete copies of the Charter and Bylaws of the Company,
including all amendments thereto and restatements thereof, and of all
minutes of meetings, resolutions and other actions and proceedings of
its Shareholders and Board of Directors and all committees thereof,
duly signed by an appropriate officer, all Directors or all
Shareholders. The stock record book of the Company is also current,
correct and complete and reflects the issuance of all of the
outstanding shares of the Company's capital stock since the date of
its incorporation.
The Shareholders are the record and beneficial owner of all the
issued and
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outstanding capital stock of the Company and no other person, firm or
entity presently has or will have at the Closing Date any interest
whatsoever in any of such shares.
3.2. AUTHORITY OF THE COMPANY AND THE SHAREHOLDERS. This Agreement and each
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of the agreements and other documents and instruments delivered or to
be delivered to Buyer pursuant to this Agreement will constitute, when
so delivered, the valid and binding obligation of the Company and
Shareholders and shall be enforceable in accordance with their
respective terms. The execution, delivery and performance of this
Agreement and each of the agreements and other documents and
instruments delivered or to be delivered to Buyer by the Company have
been duly authorized by all necessary action of the Company and are
within Company's corporate powers.
The execution, delivery and performance of this Agreement or any
other agreement, document or instrument by the Company or the
Shareholders, does not, and will not, with the passage of time or the
giving of notice or both:
(a) result in a breach of or constitute a default or result in
any right of termination or other effect adverse to the Company or the
Shareholders under any loan or credit agreement, or any other
agreement, lease or instrument to which the Company or the
Shareholders is a party or by which the property of the Company is
bound or affected;
(b) result in, or require, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance or claim of any nature whatsoever on or any
property or assets now owned, leased or used by the Company;
(c) result in or require the creation or imposition of any
mortgage, deed of trust, pledge, lien security interest or other
charge or encumbrance on the Stock or any assets of the Company;
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(d) require any approval consent or waiver of, or filing with,
any entity, private or governmental; or
(e) violate any provisions of the Charter or By-Laws of the
Company.
3.3. SUBSIDIARIES AND INVESTMENTS. The Company has no subsidiaries and
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does not own any securities of or other interests in any other entity.
3.4. CAPITALIZATION. The authorized capital stock of the Company consists
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of unlimited number shares of common stock, no par value, of which 100
shares are issued and outstanding. The Stock has been duly and validly
authorized, and is duly and validly issued, fully paid and
non-assessable. The Stock is free and clear of any and all claims,
liens, pledges, charges, encumbrances, mortgages, security interests,
options, preemptive or other rights, restrictions on transfer, or
other interests or equities or imperfections of title whatsoever.
There are no other equity securities of the Company outstanding on the
date hereof and there are no existing warrants, preemptive or other
rights, options, calls, commitments, conversion privileges, or other
agreements (all of the foregoing being collectively called "Options")
obligating the Company to issue any or all of its authorized and
unissued capital stock, or any security convertible into and/or
exchangeable for capital stock of the Company. The Company has no
capital stock of any class authorized or outstanding except as
identified herein. The Purchased Stock represents, and will represent
at Closing, one hundred (100%) percent of the issued and outstanding
capital stock of the Company.
3.5. VALID TITLE TO PURCHASED STOCK. Shareholders have in accordance with
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SCHEDULE 3.5, and will deliver to Buyer, valid and marketable title to
the Stock at the Closing, free and clear of any claims, liens,
pledges, charges, encumbrances, mortgages, security
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interests, options, preemptive or other rights, restrictions on
transfer or other interests or equities or any other imperfections of
title whatsoever. Each Shareholder represents and warrants that he has
full power and lawful authority to execute and deliver this Agreement
and to consummate and perform the transactions contemplated hereby;
and that the execution and delivery of this Agreement by him and the
consummation and performance of the transactions contemplated hereby
by him are and will be the legal, valid and binding obligations of
such Shareholder, enforceable against him in accordance with their
terms.
3.6. ASSETS.
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(a) Title to Assets. Except as set forth on SCHEDULE 3.6(A), the
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Company is the sole and exclusive owner of all of the assets
included in the Company's Balance Sheet (as hereinafter defined)
(the "Company Assets") other than those disposed of since the
Balance Sheet Date (as hereinafter defined) in the ordinary
course of business for full value; no other person, firm or
corporation has or will have at Closing any interest whatsoever
in any of the Company's Assets; and the Company owns the Company
Assets, free and clear of all liens, mortgages, security
interests, encumbrances or other charges or imperfections of
title, and the Company Assets constitute all the assets and
interests in assets that are used in or necessary to, the
business of the Company.
(b) Accounts Receivable. All notes and accounts receivable of
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the Company shown on the Balance Sheet or those acquired
thereafter and not collected prior to the date hereof arose
in the ordinary and normal course of business, represent
accounts validly due for goods sold or services rendered or
validly
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incurred indebtedness on the part of those obligated thereon
are or will continue to be genuine, valid, good and
collectible obligations owed to the Company.
(c) Real Estate. With the exception of the real estate and
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buildings and improvements thereon which the Company leases
at 3310 South Service Rd ("the "Real Estate"), the Company
does not own or lease any real estate. With respect to the
Real Estate:
(i) A copy of the existing lease for the Real Property (the
"Real Estate Lease") has been delivered to Buyer. Except as
specified on SCHEDULE 3.6(C), the Real Estate Lease is
currently binding, unmodified and in full force and effect,
and there are not other material agreements, written or
oral, between Company and any third parties regarding the
Real Estate or otherwise relating to Company's use thereof,
and there are no defaults by the Company and all material
covenants, conditions, restrictions, easements under the
Real Estate Lease have been compiled with by Company.
(ii) There are no unpaid rent, lease payments, utility
payments, taxes assessments (special, general or otherwise)
or charges or liabilities of any nature under the Real
Estate Lease or otherwise affecting the Real Estate or any
portion thereof.
(d) Leased Personal Property. All of the personal property
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leased by Company is listed on SCHEDULE 3.6(D), and true and
complete copies of all of the lease documents have been
delivered to Buyer. All material covenants, conditions,
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restrictions, easements and similar matters affecting the
leased property have been complied with by Company in all
material respects, and there does not exist any default or
event that with notice or lapse of time, or both, would
constitute a default under any of these leases.
3.7. CONDUCT OF THE BUSINESS.
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3.7.1. The Company is not a party to, or subject to or bound by, nor
are any of the Assets subject to or bound by any agreement, oral
or written, or any judgment, order, writ, injunction or decree of
any court or governmental or administrative body which prohibits
or adversely affects, or upon the consummation of the
transactions contemplated hereby, would prohibit or adversely
affect: (i) the use of any or all of the assets and property of
the Company necessary for operation in the ordinary and usual
course of business; or (ii) the conduct of its business and
operations, in each case, in all respects in the same manner as
such business has been conducted by it. The Company has all
properties and rights necessary to conduct the business and
operations of the Company in all material respects in
substantially the same manner as such business has been conducted
by it prior to the date hereof. The business and operations of
the Company have been, and are being conducted in compliance with
all applicable statutes, ordinances, orders, rules and
regulations of any national, provincial or local governmental
authority. The Company has not failed in any material way to
comply with any law, order or regulation, in any way applicable
to or affecting the Company's business, of any governmental
commission, board or agency or instrumentality, domestic or
foreign, having jurisdiction over the Company or its operations,
including, without limitation, hiring, wages and the
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payment of withholding and or other taxes, and the Company has
not received any actual written or oral notices or other
communication from any such agency with respect to an alleged,
actual or potential violation and/or failure of Company to comply
with any of the foregoing.
3.7.2. ON OR BEFORE DECEMBER 31, 2002, the Company will fully pay and
discharge from its available cash on hand, an existing CN$50,000
loan owed to David Good.
3.8. TAXES. The Company has duly made all deposits required by law with
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respect to employees' withholding taxes and has timely filed with all
appropriate governmental agencies and bodies (whether national, provincial,
local or foreign) all income, sales, use, license, franchise, excise, gross
receipts, employment and payroll-related and real and personal property tax
returns and all other tax returns which were required to be filed by the
Company as of the Closing Date, and has paid, or has established reserves
(as required by generally accepted accounting principles) for the payment
of, all taxes shown to be due on such returns, except in each case sales
and use taxes in those instances where the customers of the Company are
contractually obligated to pay the tax. The Company has not received any
notice of assessment or deficiency or proposed assessment by the Canadian
Internal Revenue Service or any other taxing authority in connection with
such tax returns and there is no pending tax examination of or tax claim
immediately due and payable asserted against the Company or its properties.
The Company has not consented to a waiver or extension of the statute of
limitations for any assessment of any tax liability for any year with any
department of any government responsible for the administration of tax
laws. There is no tax lien on any of the Assets, except for liens for taxes
not yet due and payable. Correct and complete copies of all income tax
returns filed by the Company since January 1, 2000 have been delivered to
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Buyer.
3.9. PROPRIETARY RIGHTS; EMPLOYEE RESTRICTION. SCHEDULE 3.09 contains
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a list of all intellectual property rights ("Intellectual Property Rights")
used in the Company's business or which the Company has exclusive ownership
of, or license to use. The Company has obtained any licenses, releases or
assignments to use all third parties' Intellectual Property Rights embodied
in technology, services and/or products of the Company. Neither the present
business activities nor the technology, services or products of Company
infringe on any Intellectual Property Rights of others. The Company has not
received any notice or other claim from any person or entity asserting that
any of the Company's activities infringe or may infringe on any
Intellectual Property Rights of such person or entity. The Company has the
right to use, free and clear of claims or rights of others, all trade
secrets, customer lists, software and other information, required for or
incident to its technology, services and products, or its business as
presently conducted. The Company is not making unlawful use of any
confidential information or trade secrets of any past or present employees
of the Company. Neither the Company nor any of the key employees of the
Company have any agreements or arrangements with former employers of such
employees relating to confidential information or trade secrets of such
employers.
For purposes hereof, "Intellectual Property Rights" shall be defined
as all copyright registrations, trademark registrations and applications
for registration, patents and patent applications, trademarks, trade
secrets or other proprietary rights registered, used or, intended to be
used, in the Company's business as presently conducted, and all licenses,
assignments and leases relating to Intellectual Property Rights of others
embodied in technology, services and/or products of the Company.
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3.10. LIST OF CONTRACTS. Except for the contracts, commitments, plans,
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agreements and licenses described in SCHEDULE 3.10, attached hereto the
Company is not a party to, nor is any of its assets subject to or otherwise
bound by, any:
(a) Collective bargaining agreement or any agreement or contract with
any labor union or other employees' association;
(b) Lease or similar agreement regarding any real or personal property;
(c) Contract for the future purchase of commodities, materials,
inventory, ingredients, supplies, products, merchandise, services or
equipment, except for purchase orders in the ordinary course of business;
(d) Bonus, pension, profit-sharing, retirement or any hospitalization,
or insurance or similar plan or practice, formal or informal, in effect
with respect to employees of the Company or any other person or entity;
(e) Franchise, dealer, distribution, sales or agency contract or
commitment;
(f) Guarantees or indemnities, direct or indirect, current or
contingent, of the obligations of customers of the Company or any other
person or entity;
(g) Contracts with suppliers, vendors, distributors, clients, customers
or others for the future performance of services or provision of goods by
or for Company, except for purchase orders in the ordinary course of
business;
(h) Any real estate mortgage, loan or credit agreement with any lender,
any indenture, pledge, conditional sale or title retention agreement,
equipment obligation or real property, lease, or lease purchase agreement;
(i) Any agreement restricting the freedom of the Company or of its
employees, to compete in any line of business, in any geographic area or
with any person or entity;
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(j) Agreement with the Shareholders or any present or former
Shareholders, officer, director, employee, agent or consultant; or
(k) Any other material contracts affecting the Company.
All the contracts and commitments listed in said SCHEDULE 3.10 are
valid and binding obligations of the Company and, to the best of the
Company's knowledge, of the other parties thereto, in accordance with their
respective terms and conditions except as set forth on SCHEDULE 3.10.
There has been no material breach or default of any provisions of any
such contract, commitment, lease or other agreement by the Company, and to
best of the Company's knowledge, by any other party thereto, and nothing
has occurred which, with lapse of time or the giving of notice or both,
would constitute a material breach or default by the Company, or to the
best of the Company's knowledge, by any other party thereto, with respect
to any such contract or commitment or which would cause acceleration of any
obligation of any party thereto or the creation of any lien, encumbrance,
security interest in or upon the Assets.
3.11. LITIGATION. Except as set forth on SCHEDULE 3.11, there is no action,
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suit, proceeding, claim of any kind, audit by a tax authority or
investigation pending or threatened against the Company, nor has the
Company received any written or oral actual notice of any such action,
suit, proceeding, claim of any kind, audit by a tax authority or
investigation. No judgment, order, writ, injunction or decree or award has
been issued by or requested of any court or governmental agency which might
result in an adverse change in the business or property, or in the
condition, financial or otherwise, of the Company or the Assets or which
might adversely affect the transactions contemplated by this Agreement. The
Company has never been subject to any bankruptcy or other insolvency
proceedings.
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3.12. ABSENCE OF CHANGES. Since the Balance Sheet Date 30th April 2002, the
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Company has conducted its business only in the ordinary course and, except
as expressly permitted or set forth in this Agreement and on the SCHEDULE
3.12, Company has not, either directly or indirectly:
(a) incurred any obligation or liability (absolute, accrued,
contingent or otherwise), other than current liabilities incurred and
obligations otherwise permitted by this Agreement;
(b) purchased, sold, assigned, transferred, abandoned or otherwise
disposed of any assets other than in the ordinary and normal course of
its business;
(c) experienced any materially adverse change in its financial
position, assets, liabilities or business;
(d) entered into any transaction other than in the ordinary and
normal course of business;
(e) entered into any compromise or settlement of any litigation,
proceeding or governmental investigation relating to Company or its
assets, properties, rights or business;
(f) suffered any damage, destruction or loss whether or not
covered by insurance which might materially adversely affect the
assets, property, business or operations of the Company;
(g) made or suffered any amendment, modification or termination of
any material contract or agreement;
(h) been in any labor trouble, difficulty, dispute or organizing
effort involving any employees of the Company;
(i) waived any rights, contractual or otherwise, whether or not in
the ordinary course
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of business;
(j) entered into any lease or sublease, pledge or hypothecation of
real or personal property or of any of the assets;
(k) experienced any change in the manner of conducting the
business of the Company.
(l) issued any stock, bonds, convertible securities or other
securities, or become obligated to issue any such securities or
granted any stock options, warrants, calls, conversion privileges,
commitments or rights with respect to such securities;
(m) declared, set aside or paid any dividend on, or made any other
distribution in respect of, the capital stock of Company or made any
direct or indirect redemption, purchase or other acquisition by
Company of its own capital stock (or any agreement under which Company
has become obligated to do any of the foregoing)
(n) entered into any compromise or settlement of any litigation,
proceeding or governmental investigation relating to Company or its
assets, properties, rights or business;
(o) made any loans to any party;
(p) formed any subsidiaries or merged or consolidated, or
obligated itself to do so, with or into any other entity;
(q) repaid any loans or other advances from stockholders or repaid
any indebtedness of the Company for which any stockholder was a
guarantor or was otherwise directly or indirectly liable except as
provided in Section 3.7.2;
(r) paid or discharged any lien or liability of Company which was
not shown on the Balance Sheet or incurred in the ordinary course of
business thereafter; or
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(s) incurred any obligation or liability on behalf of Company to
any of its officers, directors, employees or stockholders. including,
without limitation, any increase in compensation or bonuses payable to
such officers, directors or employees or any loans or advances made by
Company to any of its officers, directors, employees or stockholders
except normal compensation and expense allowances payable to such
persons in the ordinary course of business of the Company.
3.13. EMPLOYEE BENEFITS. Company has neither established, nor maintains,
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nor is obligated to make contribution to or under or otherwise
participate in, (a) any bonus or other type of incentive compensation
plan, program, agreement, policy, commitment, contract or arrangement
(whether or not set forth in a written document); (b) any pension,
profit-sharing, retirement or other plan, program or arrangement; or
(c) any other employee benefit plan, fund or program.
The Company has complied in all material respects with all
applicable laws, rules and regulations of governmental agencies or
authorities relating to the employment of labor in connection with the
operation of its business, and those relating to wages, hours,
collective bargaining, unemployment insurance, workers' compensation,
equal employment opportunity and the payment and withholding of taxes,
including income and social security taxes.
3.14 GOVERNMENTAL AND OTHER APPROVALS. All requisite consents,
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authorizations, licenses, permits, orders, certificates and approvals
of all governmental authorities or other parties necessary for the
Company to consummate the transactions contemplated by this Agreement
will be obtained as of the time of Closing. The Company has all
consents, licenses, permits, registrations, approvals and certificates
required under applicable law or
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regulation, necessary to the ownership of all of the Assets of the
Company and necessary to the operation of the Company's business as
presently conducted and as presently contemplated. The Company and its
operations have conformed and presently conform to all laws,
ordinances, requirements, regulations or orders, including, without
limitation, those relating to fair labor practices and standards,
equal employment practices, or occupational safety and health
applicable to the conduct of the Company's business and the ownership
and management of any of its property.
3.15 ENVIRONMENTAL MATTERS.
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(a) The property, assets and operations of the Company are and have
been in compliance in all material respects with all applicable
Environmental Laws; there are and have been no hazardous
materials stored, handled or otherwise located in, on or under
any of the property occupied by the Company or assets of the
Company, including, the groundwater; and there have been no
releases or threatened releases of hazardous materials in, on or
under any property occupied by the Company adjoining any of the
property or assets of the Company. The Company has not stored or
caused to be stored any hazardous materials on or under any of
the property or assets of the Company, including the groundwater,
other than in compliance with Environmental Laws; and the Company
has not generated, released or discharged any hazardous materials
other than in compliance with Environmental Laws.
(b) The Company has no present or contingent liability in connection
which the presence either on or off the property occupied by the
Company or assets of the Company of any hazardous materials in
the environment or any release or
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threatened release of any hazardous materials into the
environment, or any other liability under any environmental law.
"Environmental Laws" shall mean any material, provincial or local
law, common law doctrine, rule, order, decree, judgment,
injunction, license, permit or regulation relating to
environmental matters, including those pertaining to land use,
air, soil, surface water, ground water (including the protection,
cleanup, removal, remediation or damage thereof), public or
employee health or safety or any other environmental matter,
together with any other laws relating to emissions, discharges,
releases or threatened releases of any pollutant or contaminant.
3.16 BROKERS' AND FINDERS' FEES The Company and Shareholders jointly and
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severally (i) represent that no finder or broker, has acted on behalf
of the Company or Shareholders in connection with the negotiation or
consummation of this Agreement or any of the transactions contemplated
hereby and (ii) agree to indemnify and to hold the Buyer harmless of
and from any liability for commission or compensation in the nature of
a finder's fee to any broker or finder for which the Company, or any
of its employees or representatives, or Shareholders are responsible.
3.17 LABOR RELATIONS. The Company is in compliance in all respects with all
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applicable laws respecting employment and employment practices and is
not engaged in any unfair labor practice (a) there is no unfair labor
practice complaint against the Company pending or threatened; (b)
there are no discrimination charges pending before any governmental
agency or authority; (c) there is no labor strike or similar material
dispute pending or threatened against the Company; (d) there is no
pending representation question involving and attempt to organize a
bargaining unit including any employees of the Company and no
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labor grievance has been filed within the past twelve (12) months; and
(e) there is no outstanding claim against the Company by any person
who is now or has been an officer or employee of the Company or, to
the best of Shareholders' knowledge, any circumstances which may give
rise to any such claim. The Company is not a party to any collective
bargaining agreement nor is any such agreement currently being
negotiated by the Company.
3.18 FINANCIAL STATEMENTS. SELLER HAS DELIVERED TO BUYER: (A) AN AUDITED
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BALANCE SHEET OF THE COMPANY AS AT JUNE 30, 2002, (INCLUDING THE NOTES
THERETO, THE "BALANCE SHEET"), AND (B) THE RELATED UNAUDITED
STATEMENTS OF INCOME, CHANGES IN SHAREHOLDERS' EQUITY AND CASH FLOWS
FOR THE COMPANY'S FISCAL YEAR THEN ENDED, INCLUDING IN EACH CASE THE
NOTES THERETO, CERTIFIED BY SELLER'S CHIEF FINANCIAL OFFICER AND
REVIEWED BY THE COMPANY'S ACCOUNTANTS, GOODMAN & GOODMAN. COPIES OF
SUCH FINANCIAL STATEMENTS ARE ANNEXED HERETO AS SCHEDULE 3.18. SUCH
FINANCIAL STATEMENTS FAIRLY PRESENT THE FINANCIAL CONDITION AND THE
RESULTS OF OPERATIONS, CHANGES IN SHAREHOLDERS' EQUITY AND CASH FLOWS
OF THE COMPANY AS AT THE RESPECTIVE DATES OF AND FOR THE PERIODS
REFERRED TO IN SUCH FINANCIAL STATEMENTS, ALL IN ACCORDANCE WITH GAAP,
WITH THE EXCEPTION THAT THE SAME ARE UNAUDITED. THE FINANCIAL
STATEMENTS REFERRED TO IN THIS SECTION 3.18 REFLECT AND WILL REFLECT
THE CONSISTENT APPLICATION OF SUCH ACCOUNTING PRINCIPLES THROUGHOUT
THE PERIODS INVOLVED, EXCEPT AS DISCLOSED IN THE NOTES TO SUCH
FINANCIAL STATEMENTS. THE FINANCIAL STATEMENTS HAVE BEEN AND WILL BE
PREPARED FROM AND ARE IN ACCORDANCE WITH THE ACCOUNTING RECORDS OF
SELLER.
3.19 NO UNDISCLOSED LIABILITIES THE COMPANY HAS NO LIABILITIES OR
----------------------------
OBLIGATIONS OF ANY NATURE (WHETHER KNOWN OR UNKNOWN AND WHETHER
ABSOLUTE, ACCRUED, CONTINGENT, OR
E-19
OTHERWISE) EXCEPT FOR LIABILITIES OR OBLIGATIONS REFLECTED OR RESERVED
AGAINST IN THE BALANCE SHEET AND CURRENT LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS SINCE THE DATE THEREOF AND WHICH ARE
LISTED IN SCHEDULE 3.19 ANNEXED HERETO.
3.20 DISCLOSURE. No representation or warranty in this Section 3 and no
----------
statement contained elsewhere in this Agreement or in any Schedule,
Exhibit, Certificate or other document furnished or to be furnished to
Buyer pursuant hereto or in connection with the transactions
contemplated under this Agreement contains any untrue statement of a
material fact or omits or will omit any material fact the omission of
which would be materially misleading.
4. REPRESENTATIONS AND WARRANTIES BY BUYER.
-------------------------------------------
As of the date hereof and as of the date of the Closing, Buyer represents
and warrants as follows:
4.1. ORGANIZATION, STANDING, CAPITALIZATION, ETC.. The Buyer is a
-----------------------------------------------
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power to
conduct its business as it is currently being conducted.
4.2. AUTHORIZATION: NO CONFLICTS. All corporate action on the part of the
-----------------------------
Buyer, necessary for the authorization, execution, delivery and
performance by the Buyer of this Agreement and the consummation of the
transactions contemplated herein and therein has been fully taken.
This Agreement is the valid and binding obligation of the Buyer,
enforceable in accordance with its terms, subject to applicable
bankruptcy, usury and other similar laws affecting the rights of
creditors generally, and rules of laws governing specific performance,
injunctive relief or other equitable remedies.
4.3. GOVERNMENT APPROVAL. Except as expressly provided herein, no consent,
--------------------
approval or authorization of or qualification, designation,
declaration or filing with any governmental
E-20
authority on the part of the Buyer is required in connection with the
conduct of the Buyer's business or in connection with the execution,
delivery and performance by the Buyer of this Agreement or the
consummation of any other transactions contemplated hereby.
4.4. LITIGATION, ETC. There is no action, proceeding or investigation
-----------------
pending or, to the best of its knowledge, threatened (or any basis
therefore known to the Buyer), that questions the validity of this
Agreement or any action taken or to be taken pursuant hereto or
contemplated hereby, or that might result, either in any case or in
the aggregate, in any material adverse change in the business,
prospects, operations, affairs or condition of the Buyer or in any its
properties or assets, or in any material liability on the part of the
Buyer.
4.5. BROKERS' AND FINDERS' FEES. The Buyer (i) represents that no finder or
---------------------------
broker, has acted on behalf of the Buyer in connection with the
negotiation or consummation of this Agreement or any of the
transactions contemplated hereby and (ii) hereby agrees to indemnify
and to hold the Company and Shareholders harmless of and from any
liability for commission or compensation in the nature of a finder's
fee to any broker or finder for which the Buyer, or any of its
employees or representatives, are responsible.
E-21
5. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING.
-------------------------------------------------
5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
----------------------------------------------
warranties, covenants and obligations herein or in any Exhibit,
Schedule, certificate or financial statement delivered by any party to
any other party incident to the transactions contemplated hereby shall
be deemed to have been relied upon by the other party, shall survive
the execution and delivery of this Agreement, any investigation at any
time made by any party hereto, and the sale and purchase of the Stock
and payment therefore for the period of any applicable statute of
limitations.
5.2. FURTHER ASSURANCES. From time to time after the Closing and without
-------------------
further consideration, the parties will execute and deliver, or
arrange for the execution and delivery of such other instruments of
conveyance and transfer and take such other action or arrange for such
other actions as may reasonably be requested to more effectively
complete any of the transactions provided for in this agreement.
6. INDEMNIFICATION AND SETOFF.
----------------------------
INDEMNIFICATION BY THE COMPANY AND SHAREHOLDERS. The Shareholders
--------------------------------------------------
hereby agrees to defend, indemnify and hold Buyer, and its respective
officers, directors, Shareholders, employees, agents, attorneys and
representatives, harmless from and against any damages, liabilities,
losses and expenses (including, without limitation, reasonable
attorney's fees) which may be sustained or suffered by Buyer arising
out of, based
E-22
upon, or by reason of a breach of any representation or warranty, or a
failure to perform any agreement or covenant made by the Company or
Shareholders in this Agreement or in any exhibit, schedule,
certificate or financial statement delivered hereunder, or arising out
of, based upon, or by reason of any claim, action or proceeding
asserted or instituted growing out of any matter or thing covered by
such breached representations, warranties or covenants. Shareholders
shall not have any rights, hereunder or otherwise, to indemnification
or contribution from the Company with respect to any matter,
including, without limitation, any inaccuracy in or breach of any
representation or warranty of the Company made in or pursuant to this
Agreement or any related document or any breach or nonfulfillment of
any covenant or obligation of the Company contained in this Agreement
or any other document and Shareholders hereby irrevocably releases the
Company from any liability for any such claim.
6.1. INDEMNIFICATION BY THE BUYER. The Buyer hereby agrees to defend,
-------------------------------
indemnify and hold the Shareholders harmless from and against any
damages, liabilities, losses and expenses (including, without
limitation, reasonable attorneys' fees) which may be sustained or
suffered by the Shareholders arising out of, based upon, or by reason
of a breach of any representation or warranty, or a failure to perform
any agreement or covenant, made by the Buyer in this Agreement or in
any exhibit, schedule, certificate or financial statement delivered
hereunder, or arising out of, based upon, or by reason of any claim,
action or proceeding asserted or instituted growing out of any matter
or thing covered by such breached representations, warranties or
covenants.
6.2. NOTICE; DEFENSE OF CLAIMS. Each party to this Agreement shall give
----------------------------
prompt written notice to the other party or parties to this Agreement
under each claim for indemnification hereunder specifying the amount
and nature of the claim, and of any matter which is likely to give
rise to an indemnification claim. Each party to this Agreement has the
right to participate at his or its own expense in the defense of any
such
E-23
matter or its settlement, or the indemnified party may direct the
indemnifying party to take over the defense of such matter so long as
such defense is expeditious. Failure to give timely notice of a matter
which may give rise to an indemnification claim shall not affect the
rights of the indemnified party to collect such claims from the
indemnifying party so long as such failure to so notify does not
materially adversely affect the indemnifying party's ability to defend
such claim against a third party. No indemnifying party, in the
defense of any claim or litigation shall, except with the consent of
an indemnified party, which consent shall not be unreasonably withheld
or delayed, consent to entry of any judgment or enter into any
settlement by which such indemnified party is to be bound and which
judgment or settlement does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or
litigation.
7. MISCELLANEOUS.
-------------
7.1. ASSIGNABILITY. Neither this Agreement nor any rights or obligations
-------------
hereunder, are assignable by either party hereto, except that the
Buyer shall have the right to assign any of its rights or obligations
hereunder to a subsidiary of Buyer without the consent of the
Shareholders or the Company, provided that Buyer remains liable for
all of its obligations hereunder.
7.2. PUBLICITY. Except as otherwise required by law, prior to Closing none
---------
of the parties hereto shall issue any press release or make any other
public statement relating to or connected with, or arising out of,
this Agreement or the matters contained herein or disclose the
contents of this Agreement or the terms of the sale contemplated
hereby without obtaining the prior approval of the other party to the
contents and the manner of
E-24
presentation and publication thereof.
7.3. SECTION HEADINGS. The Section and paragraph headings in this Agreement
----------------
are for convenience of reference only and shall not be deemed to alter
or affect provisions thereof. All Exhibits and/or Schedules hereto
shall be initialed for identification or may be physically annexed
hereto, but in either event such Exhibits or Schedules shall be deemed
to be a part hereof.
7.4. WAIVER. Neither the failure nor any delay on the part of any party
------
hereto in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, or of any other right, power or remedy or
preclude any further or other exercise thereof, or the exercise of any
other right, power or remedy. No waiver shall be binding unless
executed in writing by the party making the waiver.
7.5. EXPENSES. Except as otherwise provided herein, the Shareholders and
--------
Buyer shall pay the fees and expenses of their respective accountants
and legal counsel and other advisors incurred in connection with the
transactions contemplated by this Agreement. No such fees or expenses
related to this transaction shall be paid by or constitute the
obligation of the Company.
7.6. NOTICES. All notices, requests, demands, and other communications
--------
under this Agreement shall be in writing and shall be deemed to have
been duly given on the date of service if served personally on the
party (including, without limitation, service by nationally recognized
overnight courier service) to whom notice is to be given, or on the
third day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid,
at the address set forth below, or on the date of service if delivered
by facsimile to the facsimile number set forth below which
E-25
facsimile is confirmed within three (3) days by deposit of a copy of
such notice in first class mail, registered or certified, postage
prepaid at the address set forth below. Any party may change its
address for purposes of this paragraph by giving the other parties
written notice of the new address in the manner set forth above.
To the Buyer: Vero International Inc. 30150 Telegraph Road, Suite 183,
Bingham Farms, MI 48025
To the Shareholders: Steven Witherspoon
25 Turnbull Rd
Dundas Ontario L9H 3W5
and
Adam Panchyshyn
#46 - 3045 New Street
Burlington Ontario L7N 3V9
With a copy to: VI Group plc, The Mill, Brimscombe Port, Stroud,
Gloucestershire, England, GL5 2QG.
7.7. GOVERNING LAW. This Agreement shall be governed by and construed in
---------------
accordance with the laws of the State of Connecticut.
7.8. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
----------------
the parties hereto with respect to the transaction contemplated herein
and shall not be modified or amended except by an instrument in
writing signed by the parties hereto.
7.9. VALIDITY. The invalidity or unenforceability of any particular
--------
provision of this Agreement shall not affect any other provisions
hereof, and this Agreement shall be construed in all other respects as
if such invalid and unenforceable provisions were omitted.
7.10. COUNTERPARTS. This Agreement may be signed in any number of
------------
counterparts each
E-26
of which shall be deemed to be an original and all of which together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, we have set our hands and seals as of the date first
above written.
BUYER:
VERO INTERNATIONAL, INC.
By_____________________________________
Its President
COMPANY:
VERO TOOLING SOLUTIONS, INC.
By______________________________________
Its President
SHAREHOLDERS:
________________________________________
E-27
SALE AND PURCHASE AGREEMENT
THIS SALE AND PURCHASE AGREEMENT ("Agreement") made this 27 day of September,
--
2002 by and between (1) VI Group plc, a company registered in England and Wales
with number 3461213 whose registered office is at The Mill, Brimscombe Port,
Stroud, Gloucestershire, GL5 2QG ("Purchaser"), (2) NC Graphics (Cambridge)
Limited, Silverwood Lodge, Ely Road, Waterbeach, Cambridge CB5 9NN a Limited
Company registered in England with number 1803077 .("Seller"), and (3) Arthur
Flutter of Glebe House, Cambridge Road, Waterbeach, Cambridge CB5 9NJ ("AF"); .
INTRODUCTION
WHEREAS, Seller is willing to sell to Purchaser and Purchaser is willing to buy
from Seller, upon the terms and conditions hereinafter set forth, only those
assets comprising in the Machining Strategist business carried on by the Seller
(the "Seller's Business") at the date hereof, as more fully set forth in this
Agreement (the "Assets"). AF is a party to this Agreement to confirm ownership
by the Seller of the Seller's Business and the Assets,
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
SALE OF ASSETS
Upon the terms and subject to the conditions provided in this Agreement, Seller
shall, on the date that completion of the sale and purchase of the Seller's
Business takes place in accordance with clause 3 ("Completion"), convey, sell,
transfer, assign and deliver to Purchaser, and Purchaser shall purchase from
Seller , all of the Assets and the Seller's Business including:
(a) All stock, including hardware, software and related materials required
for the operation of the Seller's Business including, without
limitation, the items listed in Schedule 1(a) annexed hereto (the
"Stock").
(b) The goodwill (including the right for the Purchaser to represent
itself as carrying on the Seller's Business in succession to the
Seller ) (the "Goodwill"), promotional materials and all slogans or
trade names (other than the name of the Seller) used by Seller in the
Seller's Business, including, without limitation, the names listed in
Schedule 1(b) annexed hereto, and all customer lists relating to the
present and former customers of the Seller's Business including,
without limitation, the customer lists annexed hereto within Schedule
1(b) (the "Customer Lists").
(c) The outstanding portion of maintenance agreements to be supported
following Completion as set out in Schedule 1(c).
(d) The equipment of the Seller's Business listed in Schedule 1(d) annexed
hereto (the "Equipment") and all employee lists, files, papers, books,
records, sales
E-28
and records, customer database, help line database, sales and purchase
correspondence, relating to Seller's ownership and/or use of the Assets
(e) Any and all rights and interest of Seller (as far as Seller can
sell or assign the same) in and to any licenses and commercially practised
patents, trademarks, trademark registration applications (including all
reissues, divisions, continuations and extensions thereof), patent
applications and patent disclosures docketed used exclusively in the
Seller's Business, if any, including, without limitation, those listed in
Schedule 1(e) annexed hereto.
(f) The rights and interests of Seller (as far as Seller can assign the
same) in and to the intellectual property rights and proprietary expertise,
including, without limitation, proprietary information, technical and
technological data, knowhow, processes, invention conception memoranda,
manufacturing and engineering data, computer programs, web site address and
sales and advertising information used in the Seller's Business including,
without limitation, the items listed in Schedule 1(f) annexed hereto and
which shall include for the avoidance of doubt, the Strategist Innovations
and the Strategist Copyright as defined below (which, together with the
Assets referred to in clause 1(e) above shall be hereinafter defined as the
"Business Intellectual Property").
The `Strategist Innovations' consists of the ideas, expertise, knowledge,
algorithms, formulae and concepts leading to the development of and
incorporated in the Strategist product. Much of this is described in the
learned paper `A machining strategy for toolmaking' Arthur. Flutter,
Julian. Todd, Computer-Aided Design 33 (2001) 1009 -1022. Julian Todd has
been an employee of NC Graphics (Cambridge) Ltd. since 1992 under a
contract of employment attached as Exhibit # whereby all such intellectual
property is owned by NC Graphics (Cambridge) Ltd. This is also true for
Steven Youngs and all other developers of the Strategist product with the
exception of Arthur Flutter. Arthur Flutter has been a director of NC
Graphics (Cambridge) Ltd. since its foundation in 1984, but has not always
been an employee and has no agreement with this company for the transfer of
his intellectual property. The inclusion of Arthur Flutter personally as
`Seller' ensures the effective assignment of the Strategist Innovations.
The `Strategist Copyright', is the copyright of all computer software
developed by the Seller, which is currently sold under the name Machining
Strategist. This software is described in the Machining Strategist manuals,
tutorials and documentation, as they exist at Completion. The Seller
currently holds exclusive title to this property because employees of the
Seller have written all such software, and all the relevant employees have
contracts of employment that include the transfer of their intellectual
property to the Seller
(g) So far as Seller can sell or assign the same, any permits, approvals
or permissions or indications of authority to conduct the Seller's
Business.
(h) All rights, title and interest of Seller in the contracts listed in
Schedule 1(g) attached hereto hereinafter collectively referred to as
the "Assumed Contracts" and the contracts listed in Schedule 1(i)
attached hereto hereinafter collectively referred to as the "Key
Contracts".
E-29
(i) Such prepaid expenses of the Seller's Business as are set forth in
Schedule 1 (h).
The Seller shall sell the Assets with full title guarantee.
For the avoidance of doubt the sale and purchase hereby effected does not
include any of the following:
(i) cash at hand or at bank;
(ii) trade debtors as at the date of Completion.
AF hereby confirms to the Seller and the Purchaser that the Seller is the
owner of the Seller's Business and the Assets, but to the extent that AT by
operation of law or otherwise is deemed to have any interest in the
Seller's Business or the Assets, then AF by executing this Agreement
irrevocably and unconditionally assigns to the Seller and the Purchaser any
such interest.
AF irrevocably appoints the Purchaser, acting by any director or person
acting pursuant to authority conferred by its board of directors, as AF's
attorney to execute such further documents and perform and do such further
acts and things following Completion as the Purchaser may require to vest
the Assets and the Seller's Business in the Purchaser. Without prejudice to
the generality of the above the powers exercisable by the Purchaser shall
include the power to execute, deliver and do all deeds, instruments and
acts in AF's name and on AF's behalf in pursuance of the above.
2.
PURCHASE PRICE FOR THE
ASSETS
Purchaser shall pay to Seller for the Assets a purchase price (the "Purchase
Price") equal to 1,250,000 which the parties hereto agree shall be apportioned
in accordance with Exhibit H and shall be payable as follows:
(a) 1,000,000 in cash to be paid to the Seller in accordance with clause 3
of this Agreement.
(b) 250,000 worth of VI Group ordinary (0.5p) shares (the "Consideration
Shares"). In relation to the Consideration Shares:
(i) The number of Consideration Shares to be issued to the Seller shall
be the number (excluding fractions) whose total value shall be nearest to
but not less than 250,000. For these purposes, the value shall be
calculated with reference to the price of the shares at the close of
trading on the day prior to the date of Completion and issued to the Seller
on Completion. To minimise the effect of any potential share price
oscillations, this calculation price will not be set below 20 pence or
above 30 pence.
(ii) The Consideration Shares shall be issued credited as fully paid up and
shall rank pari passu in all respects with the existing ordinary
shares of
E-30
0.5p each in the capital of the Purchaser and so far as regards any
dividend declared or paid by reference to a record date falling on or after
the date of the registration of the Consideration Shares shall rank as if
they had been issued (fully paid) on and from the commencement of the
period in respect of which such dividend is paid, and shall carry the right
to receive in full all dividends declared, made or paid after the date of
this Agreement.
(iii) The Seller undertakes with the Purchaser that it will not for a
period of 18 months after Completion transfer, charge or otherwise
dispose of any legal or beneficial interest in the Consideration
Shares (which shall include for the avoidance of doubt any disposition
made by the Seller as part of any liquidation, administration,
voluntary arrangement, scheme of arrangement or any other compromise
with its creditors) unless the Seller receives the prior written
consent of the Purchaser and that if the Purchaser's consent is
obtained for such a disposal, or such a disposal is made at any time
within 3 years after the expiry of such period of 18 months, such
disposal shall be made through stockbrokers nominated by the
Purchaser. However, these restrictions shall not apply to:
(a) Any disposal made by the Seller in acceptance of a general offer for
the whole of the issued ordinary share capital of the Purchaser (not
already held by the offeror or one of its subsidiaries, if such be the
case) that has been recommended by a majority of the board of
directors of the Purchaser or which has become or has been declared
unconditional as to acceptances; or
(b) Following the time that Mr Don Babbs or any of the other executive
directors of Purchaser at the time of Completion shall sell more than
100,000 ordinary shares in the capital of the Purchaser; or
(c) Any disposal made by the Seller in order that it may satisfy in cash a
claim made by the Purchaser pursuant to this Agreement; or
(d) Any disposal made by the Seller to Ralph Ehoff and Steven Youngs.
3.
COMPLETION AND CONDITIONAL COMPLETION DOCUMENTS
This Agreement and the rights and obligations of the parties under it are
in all respects conditional upon the following conditions being satisfied
on or before 27 September 2002:
(a) (i) Moore Stephens of St Paul's House, Warwick Lane, London (the
"Purchaser's Auditors") delivering to the Purchaser and the Seller a
report in compliance
E-31
with sections 103 and 108 of the Companies Act 1985 with respect to the
value of the Assets; and
(ii) consents in writing or novation agreements (expressed to be
conditional on Completion) in terms satisfactory to the Purchaser being
received or entered into consenting to the assignment of the Key Contracts
to the Purchaser or novating the Key Contracts in favour of the Purchaser
as the Purchaser may require.
If any of the conditions set out above shall not have been fully satisfied
by the date mentioned in that clause, or if any of such conditions shall
cease to be capable of being satisfied by that date, then this Agreement
shall immediately lapse and cease to have effect and neither party shall
have any claim against any other in respect of this Agreement except in
relation to any prior breach of this Agreement.
Completion shall take place at 150 Aldersgate Street, London ECIA 4EJ on
the day that the conditions referred to at (a) and (b) above having been
satisfied or on such other date as the Seller, AF and the Purchaser may
agree in writing.
(A) On Completion the Seller and/or AF shall deliver or procure the
delivery of to the Purchaser:
(a) the resignation of Ralph Ehoff and Steven Youngs as directors of the
Seller;
(b) an executed handover agreement between the Seller, AF and the
Purchaser in the agreed form as attached as Exhibit B.
(c) an executed deed of assignment of the Goodwill between the Seller, AF
and the Purchaser in the agreed form and attached as Exhibit J;
(d) physical possession of all the Assets hereby agreed to be sold, title
to which passes on delivery;
(e) all documents of title and certificates relating to any of the
Assets;
(f) a certificate of non-crystallisation in the agreed form from Lloyds
Bank plc addressed to Purchaser in respect of the floating charge
granted by the Seller on 17 May 1991 and dated with the date of
Completion
(g) assignments or novations (as the case may be) in terms acceptable to
the Purchaser of the Key Contracts.
(h) an executed assignment of the Strategist Copyright in the agreed form
and attached as Exhibit L (the "Licence Agreement")
Against compliance with the above provisions the Purchaser shall procure:
(a) the payment of 1,000,000 to the bank account of the Seller (Bank:
Lloyds, Bank, 95 Regent St. Cambs. CB2 1BQ; Sort Code:30-13-55;
Account No.02967760)
E-32
(b) the issue to the Seller of the Consideration Shares (subject to their
admission to the Alternative Investment Market of the London Stock Exchange
plc) (the "Admission Condition").
(B) If any of the provisions of clause (A) above are not complied with
on the date fixed for Completion the Purchaser shall be entitled (as the
Purchaser may elect) to:
(i) defer Completion to such later date as it may decide;
(ii) proceed to Completion so far as practicable but so that this
shall be without prejudice to its rights under this Agreement; or
(iii) rescind this Agreement.
If the Admission Condition is not satisfied within 60 days of Completion
the Purchaser shall within 5 days of the expiry of such 60 day period, pay
to the Seller 250,000 in cash and the conditional issue to the Seller of
the Consideration Shares shall be null and void.
4.
APPORTIONMENT
(a) All outgoings attributable to the Seller's Business up to Completion
shall be borne and paid by the Seller and all outgoings attributable
to the Seller's Business after Completion shall be borne and paid by
the Purchaser. Any such outgoings relating to a period before and
after Completion shall (if appropriate) be apportioned accordingly.
(b) The aggregate amount (if any) from either the Seller or the Purchaser
to the other in respect of sub-clause (a) above shall be paid in cash
within 14 days after the amount concerned has been ascertained.
5.
MATTERS PENDING COMPLETION
(a) The Seller and AF undertake with the Purchaser (to the extent only as
may be necessary to give effect to this Agreement and except with the
prior written consent of the Purchaser) to procure that from the date
of this Agreement until Completion the Seller and AF will:
(i) carry on the Seller's Business in the ordinary course and in an
efficient and businesslike manner as a going concern in the same manner as
it is presently carried on as regards the nature, scope and manner of
conducting it so as to maintain it as a going concern;
(ii) not dispose of any of those Assets listed or described in the
Schedules to this Agreement nor any of the other Assets employed or used in
connection with the Seller's Business nor acquire any new assets exceeding
10,000 for use in connection with the Seller's Business (except, in any
such case, for Stock in the ordinary course of trading in relation to the
Seller's Business);
E-33
(iii) use their best endeavours to maintain the trade and trade connections
and the Goodwill and will not by any action, omission, default or neglect
knowingly damage or risk damage to them;
(iv) retain the full benefit of the Business Intellectual Property;
(v) not enter into or agree to enter into any hire purchase, leasing,
rental or conditional sale agreement or similar arrangement in connection
with the Seller's Business;
(vi) inform the Purchaser immediately of any matter which may materially
affect the Seller's Business or any the Assets and consult with the
Purchaser in relation to such matter;
(vii) not commence any litigation or compromise or settle or agree to
compromise or settle any claim or dispute in which it is involved in
connection with the Seller's Business;
(viii) continue to pay the creditors of the Seller's Business within the
usual terms of payment of such creditors;
(ix) maintain the Seller's usual level of stocks in connection with the
Seller's Business;
and without prejudice to the above the Seller and/or AF will obtain the
Purchaser's prior written consent to any act or omission on its part which
could have a material effect upon the Purchaser's future conduct of the
Seller's Business after Completion or which might affect the willingness of
a reasonable person to purchase the Seller's Business and the other Assets
upon the terms of this Agreement.
(b) The Purchaser shall not, in exercising its rights under this clause 5,
assume any liability to the Seller or AF or to any third party for any
act carried out with its consent or at its request or for the
consequences of any such act or of any failure to act or any
withholding of consent and the Seller and AF shall indemnify the
Purchaser against any claim made by any third party in connection with
any such act or failure to act.
(c) The Seller and/or AF shall immediately disclose to the Purchaser in
writing any of the following which may become known to the Seller
after the date of this Agreement and before Completion:
(i) any material breach of any of the Warranties;
(ii) any material breach by the Seller or AF of any obligation on
its part under this Agreement and, where that breach is capable of
remedy, it is not remedied to the Purchaser's satisfaction;
(iii) any of the Transferring Employees dying, becoming permanently
incapacitated or terminating or giving notice to terminate his
employment or stating his intention not to become employed by the
Purchaser;
E-34
(iv) anything occurring (except something arising from an act or
omission of the Purchaser) which has, or would be likely to have
after Completion, a material adverse effect on the Seller's
Business (as presently carried on.
If any such disclosure shall be made, or if the Purchaser otherwise becomes
aware of any such matter or thing, the Purchaser may at any time before
Completion, by written notice to the Seller and AF, rescind this Agreement.
(d) Without prejudice to the provisions of clause (c) above, if any of the
tangible Assets is destroyed or damaged or breaks down before
Completion then at the Purchaser's option either:
(i) that Asset shall be excluded from the sale and retained by the
Seller at Completion, in which case the Purchase Price shall be reduced by
the amount specifically attributed to that Asset in Exhibit H or, if no
amount is so attributed, by the amount which would have been attributed to
that Asset; or
(ii) that Asset shall be purchased at Completion, in which case the
Purchaser may require the Seller to repair the Asset at the Seller's and,
in default of the Seller doing so before Completion, the Purchaser may
itself repair the Asset after Completion at the Seller's expense in which
case:
(a) the Purchaser may deduct from the Purchase Price the cost of repair
of the Asset, to the extent ascertained before Completion;
(b) if the actual cost is not ascertained at Completion, the Purchaser
may deduct from the Purchase Price its reasonable estimate of the cost of
repair and within 7 days of the actual cost of repair being ascertained the
Seller shall account to the Purchaser for the amount of any additional cost
of repair in excess of the amount of the Purchase Price deducted or the
Purchaser shall account to the Seller for any amount by which the amount of
the Purchase Price deducted exceeds the cost of repair, as the case may be.
6.
CROSS INDEMNITIESAND EXCLUSIONS
-------------------------------
(a) The Seller and AF shall indemnify at all times the Purchaser
(i) from all and any claims in respect of any liability to taxation and
unassumed liabilities or damages arising from a breach of the terms and
conditions of this Agreement which may be raised or assessed against the
Purchaser in connection with the Seller's Business as conducted prior to
Completion including any liability arising as a result of the sale and
purchase hereby agreed;
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(ii) against all actions proceedings costs damages claims and
demands in respect of:
(A) any alleged fault defect or error whatsoever arising from services or
systems supplied or provided prior to the date of Completion and in
particular (but without prejudice to the generality of the foregoing)
any claim under any warranty; and
(B) any claims in respect of any action by a third party claiming rights
or ownership over the source code used for the Machining Strategist
product or the "Machining Strategist" name.
(b) The Purchaser shall indemnify at all times the Seller from and
against:
(i) all and any claims in respect of any liability to taxation which
may be raised or assessed against the Seller in connection with the
Seller's Business as conducted by the Purchaser after Completion, and
(ii) all other actions proceedings costs damages claims and demands
whatsoever arising from the conduct of the Seller's Business by the
Purchaser after Completion
7.
COVENANTS
(a) From the date hereof, Seller, AF and Purchaser shall take all such
action, both before and after the Completion, as may be necessary or
appropriate to consummate the transactions provided for in this
Agreement in accordance with the representations, conditions and
agreements contained herein, and shall refrain from taking any action
which would result in any of such conditions not being satisfied, at
the Completion.
(b) At all tunes following Completion the Seller and/or AF shall do or
procure to be executed and done all such other deeds documents and
things as the Purchaser may reasonably require for vesting the full
right benefit privilege and advantage of the Assets in the Purchaser
and for giving to the Purchaser the full benefit of this Agreement
including for the avoidance of doubt unchallengeabie rights (as far as
the Seller or AF are able to grantthe same) in
--------------------------------------------------
the "Machining Strategist" name.
8.
RESTRICTIVE COVENANTS
---- ---------
To assure the Purchaser of the full value of the Sellers Business and the
Goodwill the Seller and AF undertake not to directly or indirectly carry on
any of the Restricted Activities as described in Exhibit A.
9.
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EMPLOYEES
The parties agree that the terms of Exhibit F shall apply to this
Agreement.
10.
VALUE ADDED TAX
The parties agree that the terms of Exhibit G shall apply to this
Agreement.
11.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Seller as follows:
(a) Purchaser is a company duly organised, validly existing and in good
standing under the laws of England and Wales and is duly qualified,
licensed and authorised to do business and is in good standing in each
jurisdiction in which the conduct of its business requires such
qualification, licensing or authorisation. Purchaser has full
corporate power to own or lease its properties and carry on its
business as now being conducted.
(b) Purchaser has full corporate power and authority to execute and
deliver this Agreement and the other agreements and instruments to be
executed and delivered by it pursuant hereto and to consummate the
transactions contemplated hereby and thereby. All corporate acts and
other proceedings required to be taken by or on the part of Purchaser,
including, if necessary, all appropriate shareholder action, to
authorise it to carry out this Agreement and such other agreements and
instruments and the transactions contemplated hereby and thereby have
been duly and properly taken. This Agreement has been duly executed
and delivered by Purchaser and constitutes, and such other agreements
and instruments when duly executed and delivered by Purchaser will
constitute, legal, valid and binding obligations of Purchaser and will
be enforceable in accordance with their respective terms.
(c) Neither the execution and delivery nor the performance of this
Agreement will (i) violate any provision of law, or any judgement,
writ, injunction, decree or order of any court or other governmental
authority relating to Purchaser, or (ii) violate any will, deed,
mortgage, instrument, indenture, agreement, contract, other commitment
or restriction to which Purchaser is a party or by which it is bound,
or (iii) be in conflict with, or result in or constitute a breach or
default (or an occurrence which by lapse of time and/or the giving of
notice would constitute a breach or default), on the part of
Purchaser, under any such will, deed, mortgage, instrument, indenture,
agreement, contract, other commitment or restriction, or (iv) result
in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon the Assets.
(d) All of the representations and warranties set forth in this Section
11 shall be deemed renewed by Purchaser at the Completion as if made at
such time and shall survive indefinitely after the date of Completion.
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12.
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller and AF undertake to discharge all liabilities incurred or
arising in connection with the Seller's Business and the Assets prior to
Completion as and when they fall due in order that the Purchaser may obtain
the full benefit of the Goodwill.
Except as otherwise provided in Schedule 9(a), the Seller and AF
jointly and severally represent and warrant to the Purchaser as
follows:
(a) Either Seller or AF now has, and by virtue of the deliveries made
at the Completion, Purchaser will obtain good and marketable
title to the Assets, free and clear of all liens, encumbrances
and charges, except as otherwise provided.
(b) Neither the Seller's Business as conducted prior to the
Completion nor the ownership or sale by Seller or AF of any of
the Assets were, are or will be in contravention of any patent,
trademark, copyright or franchise agreements, licensing
agreements, or other proprietary right of any third party.
(c) The Seller's Business as conducted prior to the Completion has
suffered no material adverse change such as to damage the prospects
for future business as provided for by Seller's business plan attached
hereto as Schedule 9(b)
(d) Neither the execution and delivery nor the performance of this
Agreement will (i) violate any provision of law, or any judgement,
writ, injunction, decree or order of any court or other governmental
authority relating to Seller or AF, or (ii) violate any will, deed,
mortgage, instrument, indenture, or material agreement, contract,
other commitment or restriction to which either Seller or AF is a
party or by which it is bound, or (iii) be in conflict with, or result
in or constitute a breach or default (or an occurrence which by lapse
of time and/or the giving of notice would constitute a breach or
default), on the part of Seller or AF, under any such will, deed,
mortgage, instrument, indenture, agreement, contract, other commitment
or restriction, or (iv) result in the creation or imposition of any
lien, charge or encumbrance of any nature upon the Assets.
(e) The Seller's Business has been conducted by Seller and AF in all
material respects in accordance with all applicable laws, governmental
regulations and judicial and administrative decisions. Any licenses or
permits issued by any governmental authority in connection with
Seller's Business are set forth in Schedule 9(a) annexed hereto.
(f) There is no claim, litigation, action, suit or proceeding,
administrative or judicial, pending or threatened against or affecting
Seller or AF, or involving any of the Assets, at law or in equity or
before any governmentalauthority, nor to Seller's or AF's knowledge is
there any basis upon which any such claim, litigation, action, suit or
proceeding could be brought or initiated. Neither Seller nor AF are
subject to or in default under any judgement, order, writ, injunction
or decree of any court or any governmental authority, attachments, or
executions have been issued or are now in force against Seller or AF.
No
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petition in bankruptcy or receivership has ever been filed by or
against Seller or AF.
(g) No consent, authorisation, license, permit, order, certificate or
approval which has not heretofore been obtained is required by any
person, corporation, partnership, estate, trust, governmental agency
or other person or entity not a party to this Agreement to the
transactions contemplated by this Agreement.
(h) Seller is duly organised, validly existing and in good standing under
English Law and is duly qualified, licensed and authorised to do
business as a foreign corporation and is in good standing as a foreign
corporation in each jurisdiction in which the failure to be so
qualified would have an adverse effect on its business. Seller has
full corporate power and authority to execute and deliver this
Agreement and the other agreements and instruments to be executed and
delivered by it pursuant hereto and to consummate the transactions
contemplated hereby and thereby. All corporate acts and other
proceedings required to be taken by or on the part of Seller,
including, if necessary, all appropriate shareholder action, to
authorise it to carry out this Agreement and such other agreements and
instruments and the transactions contemplated hereby and thereby have
been duly and properly taken. This Agreement has been duly executed
and delivered by Seller and constitutes, and such other agreements and
instruments when duly executed and delivered by Seller will
constitute, legal, valid and binding obligations of Seller and will be
enforceable in accordance with their respective terms.
(i) Schedule 1(e) attached hereto and incorporated herein by reference
sets forth all patents, patent applications, registered trademarks,
registered service marks, trademark and service mark applications,
unregistered trademarks and service marks, copyrights and copyright
applications, owned or filed by the Seller or AF or in which the
Seller or AF has an interest and the nature of such interest. To the
best of Seller's and AF's knowledge, neither Seller nor AF are
infringing upon any patent, trademark or service mark, or copyright or
otherwise violating the rights of any third party. No proceedings have
been instituted or to the best of Seller's or AF's knowledge, are
threatened, and no claim has been received by the Seller alleging any
such violation, and neither Seller nor AF are a party to, or bound by,
any license agreement requiring payment, except as set forth in
Schedule 1(e).
(j) Neither Seller nor AF have received any actual notice from any court
or governmental agency of any violation or alleged violation of any
applicable laws, ordinances, regulations, rules, decrees, awards or
orders enacted or entered by any court.
(k) The inventories of the Seller's Business existing at the date hereof
are of a quality and quantity saleable in the ordinary course of
business at prevailing market prices.
(1) All written information which has been given by AF, Tony Parkinson or
Jenny Stearn on behalf of the Seller in the course of the negotiations
leading to this Agreement was when given, is now and will at
Completion be true and accurate in all respects and not misleading in
any respect. In so far as such
E-39
information was expressed as a matter of opinion such opinion was
truly and honestly held and not given casually or recklessly or
without due regard for its accuracy.
(m) The Assets are in all respects suitable for the carrying on of the
Seller's Business and include all assets necessary to carry on the Seller's
Business on the same scale as and substantially in the manner in which it
has been carried on by the Seller.
(n) Except as disclosed in Schedule 9(a), none of the Assumed
Contracts is unusually onerous or entered into otherwise than in
the ordinary and usual course of the Seller's Business.
(o) All of the Transferring Employees (as defined in Exhibit F) are
employed solely by the Seller in connection with the Seller's Business and
not by any other person or jointly with any other person. All of the
Transferring Employees are employed in the Seller's Business.
(p) There are no employees except for the Transferring Employees employed
in the Seller's Business and neither the Seller or AF have offered
employment in the Seller's Business to any other person.
(q) No other person works in the Seller's Business except those
persons referred to in Schedule 9(a).
(r) No employee of the Seller employed in the Seller's Business has
been dismissed (whether actually or constructively) in the last
[six] months or has given or received notice of termination of
his employment or has indicated that he wishes to leave the
Seller's employ or has objected to the transfer of his employment
to the Purchaser.
(s) There is no contractual or other obligation to increase the
salary or otherwise vary any of the terms of employment of any of
the Transferring Employees and no negotiations for any such
increase or variation are current or, so far as the Seller is
aware, likely within a period of 6 months from Completion.
(t) None of the Transferring Employees are receiving or due to
receive payments under any permanent health, disability or other
similar insurance scheme and there are no claims pending or
threatened or any circumstances which might give rise to such a
claim by any of the Transferring Employees.
(u) None of the Transferring Employees has the right to terminate his
contract of employment and receive a termination or other payment and/or
becomes entitled by virtue of his contract of employment to any enhancement
in or improvement to his remuneration, benefits or terms and conditions of
service by reason only of the execution of this Agreement or the completion
of the sale and purchase under or pursuant to this Agreement.
(v) No liability has been incurred by the Seller or AF which remains
undischarged for breach of any contract of employment, for
redundancy payments (statutory
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or otherwise), for a protective award or for compensation or any
awards under employment legislation or regulations.
(w) The Seller and AF have performed all obligations and duties in respect
of each of the Transferring Employees whether arising under common
law, contract, statute, pursuant to European law or otherwise.
(x) So far as the Seller and AF are aware, none of the Transferring
Employees is in breach of his contract of employment or any other
obligation or duty he owes to the Seller or AF. None of the
Transferring Employees is the subject of disciplinary action nor is
any employee engaged in any grievance procedure nor is the Seller or
any Related Company of Seller or AF engaged in any dispute, claim or
legal proceedings whether arising under common law, contract, statute,
pursuant to European law or otherwise in relation to any of the
Transferring Employees and there is no fact or matter in existence
which can reasonably be foreseen as likely to give rise to the same.
(y) The Seller has not recognised any trade union, works council, staff
association, employee representatives or other body for collective
bargaining, information or consultation purposes in relation to any of
the Transferring Employees and there is no collective agreement or
other agreement or arrangement in force with any such body and no
applications for recognition are pending.
(z) That no other person, company or entity of any other kind has, to the
knowledge of the Seller and AF, any right to use the "Machining
Strategist" name for any purpose.
(each a "Warranty" and together "the Warranties")
13.
LIABILITY UNDER ANY WARRANTIES
(a) No amount shall be payable by the Seller and/or AF in respect of any
claim arising from any breach of any Warranty unless the amount of the
liability in respect of any such claim exceeds 1,000, in which event
the Seller and/or AF shall be liable for the full amount of such claim
and not only to the extent that such claim exceeds 1,000. In the
instance of multiple claims each of under 1,000 but that total more
than 10,000 the Seller and/or AF shall be liable for the aggregate
amount.
(c) The liability of the Seller and/or AT in relation to any claim arising
from any Warranty shall cease on the fifth anniversary of the date of
this Agreement save to the extent that written notice of a claim
(giving, so far as is reasonable, details of the claim) has been given
to the Seller and/or AT by or on behalf of the Purchaser prior to that
date and legal proceedings in respect of such claim have been
commenced and served on the Seller no latter than six months after the
said fifth anniversary.
(d) The Warranties are not subject to any qualification other than the
disclosures listed in Schedule 9(a).
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(e) While the Purchase Price has been apportioned between the Assets as
specified in Exhibit H it is nevertheless agreed between the Seller
and/or AF and the Purchaser that the Purchase Price for the Assets is
a single price and in the event of there being a breach of the
Warranties the compensation payable to the Purchaser shall not in any
way be limited or affected by the amount apportioned to any particular
asset or category of assets.
14.
FINANCIAL ADVISORS AND EXPENSES
Each party hereto acknowledges to the other that there are no other
financial advisors or brokers in connection with this Agreement.
15.
NOTICES
Any notice or other documents to be given or delivered hereunder by any
party to any other party shall be in writing and shall be delivered
personally or sent by certified mail, postage prepaid return receipt
requested to the following addresses:
SELLER AND AF
Arthur Flutter
NC Graphics (Cambridge) Limited Silverwood Lodge
Ely Road
Waterbeach
Cambridge
CB5 9NN
PURCHASER
For the attention of D A Babbs VI Group plc
The Mill
Brimscombe Port
Stroud
Gloucestershire
GL5 2QG
16.
ENTIRE AGREEMENT
This Agreement, the attachments hereto and the agreements and other
documents expressly referred to herein embody the entire representations,
warranties, agreements and conditions in relation to the subject matter
hereof, and no representation, warranty, understanding or agreement, oral
or otherwise, in relation thereto exists between the parties except as
herein expressly set forth. This Agreement may not be amended, augmented or
terminated orally but
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only as expressly provided herein or by an instrument in writing duly
executed by the parties hereto.
17.
PARTIES
After Completion, Purchaser may assign all of its rights and/or obligations
under this Agreement to any person who acquires either the shares of
Purchaser or substantially all of the assets of the Purchaser provided,
however, that any such assignment by Purchaser shall not relieve Purchaser
of its obligations hereunder and the Purchaser shall procure that any
assignee remains subject to the terms of the Licence Agreement. This
Agreement and the various rights and obligations arising hereunder shall
inure only to the benefit of and be binding upon the parties hereto and
their respective successors, heirs and permitted assigns.
18.
INVALIDITY
The invalidity or unenforceability of any term or provision of this
Agreement or the application of such term or provision to any person or
circumstances shall not impair or affect the remainder of this Agreement
and its application to other persons and circumstances, and the remaining
terms and provisions hereof shall not be invalidated but shall remain in
full force and effect.
19.
APPLICABLE LAW
This Agreement shall be governed by the laws of England and Wales and the
parties submit to the exclusive jurisdiction of the Courts of England and
Wales.
20.
CONFIDENTIALITY
(a) Subject to the exceptions provided in sub-clause 20(b) none of the
parties shall at any time whether before or after the expiry or sooner
termination of this Agreement without the written consent of the other
parties divulge or permit its officers employees agents advisers or
contractors to divulge to any person (other than to any respective
officers or employees of a party or a person to whom in each case
disclosure of information is permitted by this Agreement and who
require the same to enable them properly to carry out their duties):
(i) The existence and nature of this Agreement
(ii) Any of the contents of this Agreement
(iii) Any information which it may have or acquire (whether before or
after the date of this Agreement) relating to the Seller's
Business and/or any customers of or suppliers to the Seller's
Business or otherwise
E-43
(iv) Any information which in consequence of the negotiations relating to
this Agreement or of a party being involved in the Seller's Business
in any manner whatsoever (including as a shareholder and as an
appointor of a director) or performing or exercising its rights and
obligations under this Agreement any party may have acquired (whether
before or after the date of this Agreement) with respect to the
customers business assets or affairs of any other party
(b)The restrictions imposed by clause 20(a) shall not apply to the
disclosure of any information by a party ("the Disclosing Party"):
(i) Which now or hereafter comes into the public domain otherwise
than as a result of a breach of such undertaking of
confidentiality
(ii) Which is required by law to be disclosed to any person who is
authorised by law to receive the same
(iii) Which is required to be disclosed by the regulations of the
London Stock Exchange or any recognised exchange upon which the
share capital of the Disclosing Party is or is proposed to be
from time to time listed or dealt in (iv) Which is required to be
disclosed pursuant to relevant employment legislation
(v) To a court arbitrator or administrative tribunal in the course of
proceedings before it to which the Disclosing Party is a party in
a case where such disclosure is required by such proceedings
(vi) To any professional advisers of the Disclosing Party who are
bound to the Disclosing Party by a duty of confidence which
applies to any information disclosed
(vii) To the other parties
(viii) Pursuant to the terms of this Agreement; or
(ix) Which the Disclosing Party can show as in its possession or known to
it by being in its use or being recorded in its files or computers or
other recording media prior to receipt from the other party and was
not previously acquired by the Disclosing Party from the other party
under an obligation of confidence.
21.
GENERAL
(a) The headings in this Agreement are for convenience only and shall not
be considered a part of or affect the construction or interpretations
of any provision of this Agreement.
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(b) Each party shall pay the costs and expenses incurred by that party in
connection with the preparation, negotiation and implementation of this
Agreement.
(c) Nothing in this Agreement shall create any rights for third parties
under the Contracts (Rights of Third Parties) Act 1999. No variation
to this Agreement and no supplemental or ancillary agreement to this
Agreement shall create any such rights unless expressly so stated in
any such agreement by the parties. This does not affect any right of
remedy of a third party which exists or is available apart from that
Act.
(d) This Agreement may be executed in any number of counterparts and all
the counterparts when taken together will constitute one agreement.
Each party may enter into this Agreement by executing a counterpart.
(e) IT IS HEREBY CERTIFIED that this transaction does not form part of a
larger transaction or series of transactions in respect of which the
amount or value or the aggregate amount or value of the consideration
exceeds 500,000 EXECUTED by the parties as a deed on the date
specified at the beginning of this Deed.
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EXECUTED as a DEED by
NC GRAPHICS (CAMBRIDGE) LIMITED acting by:
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
Director
Director/Sec
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
EXECUTED as a DEED by )
VI GROUP PLC
acting by its attorney
DONALD BABBS:
SIGNED as a DEED )
by ARTHUR FLUTTER
in the presence of:
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
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