SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated for reference the 27th day of May 1997.
BETWEEN:
THE PARTIES LISTED IN SCHEDULE M
(hereinafter called the "Vendors")
OF THE FIRST PART
AND:
SPECTRUM SIGNAL PROCESSING INC., a company incorporated
in the Province of British Columbia with a principal
place of business at Xxxxx 000, 0000 Xxxxxx Xxxxx,
Xxxxxxx, X.X. X0X 0X0, XXXXXX
(hereinafter called the "Purchaser")
OF THE SECOND PART
WITNESSES THAT WHEREAS:
A. Other than as specified in clause C, the Vendors are the registered and
beneficial owners of the Vendors' Shares;
B. The Vendors have agreed to sell and assign to the Purchaser, and the
Purchaser has agreed to purchase, the Vendors' Shares;
C. The Vendors have undertaken to procure the transfer of the Minority Shares
(as hereinafter defined) to the Purchasers on the terms further set out in this
Agreement;
D. The Principals are directors, officers and shareholders of the Company and
have substantial proprietary and financial interests in the Company;
THEREFORE in consideration of the premises and the mutual covenants and
agreements herein set forth, the parties covenant and agree with each other as
follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
(a) "Accounts Payable" means all of the trade accounts and
other debts and accrued charges owed by the Company as
at the date specified in Schedule A (other than the
Permitted Liens), and which are enumerated and
described in Schedule A, together with those trade
accounts reasonably incurred in the normal and ordinary
course of the Business between the date specified in
Schedule A and the Closing Date, whether the same are
due or to become due at or after the Closing Date;
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(b) "Accounts Receivable" means all of the trade accounts,
notes, and other debts arising out of the operation of
the Business owing to the Company as at the Closing
Date, whether due or to become due as at or after the
Closing Date, and which are enumerated and described in
Schedule B together with those accounts receivable
arising in the normal and ordinary course of the
Business between the date specified in Schedule B and
the Closing Date;
(c) "B.C. Act" means the Securities Act (British Columbia);
(d) "Business" means the business of developing,
manufacturing, marketing, sales, licensing and leasing
of input/output software for multiple processors, and
known as 3L Limited, carried on by the Company at or
about 00/00 Xxxxxxxxxxxx, Xxxxxxxxx, Xxxxxxxx;
(e) "Business Assets" means all of the real property,
personal property, choses in action, intangible or
intellectual property and all other assets of
whatsoever nature owned or leased by the Company or in
which the Company has any right or interest or the
right to acquire an interest, including, without
limitation, the Accounts Receivable, the Contracts and
the assets listed in Schedule E;
(f) "Closing" means the completion of the transactions
contemplated hereby in accordance with the terms
hereof;
(g) "Closing Date" means June 20, 1997;
(h) "Company" means 3L Limited, a company incorporated in
Scotland (No. SC105642) having its registered office at
Xxxxxxx Xxxx Xxxxx, 00 Xxxxxxxxxxx Xxxx, Xxxxxxxxx, XX0
0XX;
(i) "Consents" means the consents, waivers and approvals
set out in Schedule F;
(j) "Contracts" means all of the commitments, agreements,
contracts, instruments, leases and other documents
entered into by the Company, by which the Company is
bound or to which the Company or the Business Assets
are subject (other than the Permitted Liens) and which
are enumerated and described in Schedule G;
(k) "Escrow Agreements" means those agreements with the
Principals and Xxxx Xxxxxxxxx in substantially the form
attached as Schedule J;
(l) "Financial Statements" means the audited balance sheet
of the Company for the fiscal year ending as at the
Statement Date and the audited Profit and Loss
statement for the year then ended and the unaudited
balance sheet of the Company as at February 28, 1997,
copies of which are attached hereto as Schedule K;
(m) "Indebtedness" means any and all advances, debts,
duties, endorsements, guarantees, liabilities,
obligations, responsibilities and undertakings of a
Party assumed, created, incurred or made, whether
voluntary or involuntary, however arising, whether due
or not due, absolute, inchoate or contingent,
liquidated or unliquidated, determined or undetermined,
direct or indirect, express or implied, and whether
such Parties may be liable individually or jointly with
others;
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(n) "Lien" means any mortgage, debenture, charge,
hypothecation, pledge, lien, or other security interest
or encumbrance of whatever kind or nature, regardless
of form and whether consensual or arising by laws,
statutory or otherwise that secures the payment of any
Indebtedness or the performance of any obligation or
creates in favour of or grants to any Party all
proprietary right;
(o) "Minority Shareholders" means the parties listed in
Schedule P;
(p) "Minority Shares" means the shares in the capital of
the Company set against the names of each of the
Minority Shareholders described in Schedule P;
(q) "1933 Act" means the United States Securities Act of 1933;
(r) "Ontario Act" means the Securities Act (Ontario);
(s) "Party" means an individual, corporation, body
corporate, partnership, joint venture, society,
association, trust or unincorporated organisation or
any trustee, executor, administrator, or other legal
representative;
(t) "Permitted Liens" means the Liens enumerated and
described in Schedule M;
(u) "Purchase Price" means the price to be paid by the
Purchaser for all of the Vendors' Shares and the
Minority Shares, based on the equivalent of $16.39 per
Vendors' Share or Minority Share (CDN $1.3 million for
79,300 shares);
(v) "Purchaser's Solicitors" means Clark, Wilson, Barristers
and Solicitors;
(w) "Principals" means Xxx Xxxxx, Xxxx Xxxxxxx and Xxxxx
Xxxxxxxxx;
(x) "Share Price" means the closing price of one Spectrum
common share on the Toronto Stock Exchange on the day
prior to the date of execution of this Agreement;
(y) "Spectrum Shares" means those common shares in the
capital of the Purchaser that are to be issued to the
Vendors and the Minority Shareholders pursuant to this
Agreement;
(z) "Statement Date" means the last day of the last
completed financial year of the Company, being
September 30, 1996;
(aa) "U.S. Person" means a U.S. Person as defined under
Regulation S as promulgated under
the 1933 Act;
(ab) "Vendors' Solicitors" means Xxxx Ireland, WS,
Solicitors;
(ac) "Vendors' Shares" means the shares in the capital of
the Company set against the names of each of the
Vendors described in Schedule N, together with all
warrants, options and other interests of any kind which
the Vendors, may have in the Company;
(ad) "Warranties" means the representation and warranties
of the Principals and the
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Vendors set out in Sections 4 and 5 herein;
1.2 In this Agreement, except as otherwise expressly provided:
(a) "Agreement" means this agreement, including the
preamble and the Schedules hereto, as it may from time
to time be supplemented or amended and in effect;
(b) all references in this Agreement to a designated
"Section" or other subdivision or to a Schedule is to
the designated Section or other subdivision of, or
Schedule to, this Agreement;
(c) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a
whole and not to any particular Section or other
subdivision or Schedule;
(d) the headings are for convenience only and do not form a
part of this Agreement and are not intended to
interpret, define, or limit the scope, extent or intent
of this Agreement or any provision hereof;
(e) the singular of any term includes the plural, and vice
versa, the use of any term is equally applicable to any
gender and, where applicable, a body corporate, the
word "or" is not exclusive and the word "including" is
not limiting (whether or not non-limiting language,
such as "without limitation" or "but not limited to" or
words of similar import, is used with reference
thereto);
(f) any accounting term not otherwise defined has the
meanings assigned to it in accordance with generally
accepted accounting principles applicable in the UK;
(g) any reference to a statute includes and is a reference
to that statute and to the regulations made pursuant
thereto, with all amendments made thereto and in force
from time to time, and to any statute or regulations
that may be passed which has the effect of
supplementing or superseding that statute or
regulations;
(h) where any representation or warranty is made "to the
knowledge of" any Party, such Party will not be liable
for a misrepresentation or breach of warranty by reason
of the fact, state of facts, or circumstance in respect
of which the representation or warranty is given being
untrue if such Party proves:
(i) that such Party conducted a reasonable
investigation so as to provide reasonable
grounds for a belief that there had been no
misrepresentation or breach of warranty; and
(ii) that fact, state of facts, or circumstance
could not reasonably be expected to have been
determined as a result of that reasonable
investigation, irrespective of the actual
investigation conducted by such Party;
(i) except as otherwise provided, any dollar amount
referred to in this Agreement is in Canadian Funds; and
(j) any other term defined within the text of this Agreement has
the meanings so ascribed.
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1.3 The following are the Schedules to this Agreement:
SCHEDULE DESCRIPTION
A Accounts Payable
B Accounts Receivable
C Authorised and Issued Capital of the Companies
D Banking Arrangement
E Business Assets
F Consents
G Contracts
H Directors and Officers
I Employee List
J Escrow Agreements
K Financial Statement
L Litigation
M Permitted Liens
N Vendors
O Vendors' Solicitors' Opinion
P Minority Shareholders
Q Pension Details
R Purchaser's Solicitors' Opinion
2. PURCHASE AND SALE
2.1 Subject to the terms and conditions of this Agreement, at the
Closing, the Vendors will assign to the Purchaser all of the Vendors'
Shares and shall cause the transfer of all of the Minority Shares to the
Purchaser and the Purchaser will issue to the Vendors and the Minority
Shareholders the Spectrum Shares to the extent of the Purchase Price in
full and final satisfaction therefor.
2.2 The Purchase Price will be paid by the Purchaser to the
Vendors and the Minority Shareholders for the Vendors' Shares and the Minority
Shares by an exchange of shares, based on the equivalent of $16.39 per share for
the Vendors' Shares and the Minority Shares. The number of Spectrum Shares to be
issued will be determined on the Closing Date by dividing the Purchase Price by
the Share Price. Entitlements to fractions of a Spectrum Share so calculated
shall be ignored.
2.3 The Purchase Price will be paid as follows:
(a) as to the number of Spectrum Shares equivalent to the
shares owned by the Vendors and the Minority
Shareholders who are not Principals nor Xxxx Xxxxxxxxx,
the shares will be issued on the Closing Date, and
(b) as to the number of Spectrum Shares equivalent to the
shares owned by the Principals and Xxxx Xxxxxxxxx,
two-thirds will be issued on the Closing Date, and the
remaining one-third will be escrowed pursuant to the
Escrow Agreements.
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3. CLOSING AND ADJUSTMENTS
3.1 The Closing will take place at 10:00 a.m. local time, on the
Closing Date at the offices of the Purchaser's Solicitors at 800 - 885 West
Georgia Street, Vancouver, British Columbia, or at such other place, date and
time as may be mutually agreed upon by the parties hereto.
4. PRINCIPALS' WARRANTIES AND REPRESENTATIONS
4.1 Each of the Principals severally warrants and represents to
the Purchaser, with the intent that the Purchaser will rely thereon in entering
into this Agreement and in concluding the purchase and sale contemplated herein,
that:
(a) the authorised and issued capital of the Company is as
described in Schedule C and the Vendors' Shares and the
Minority Shares are validly issued and outstanding as
fully paid and non-assessable;
(b) no Party has any agreement, right or option, consensual
or arising by law, present or future, contingent or
absolute, or capable of becoming an agreement, right or
option:
(i) to require the Company to issue any further or
other shares in its capital or any other
security convertible or exchangeable into
shares in its capital or to convert or
exchange any securities into or for shares in
the capital of the Company;
(ii) for the issue or allotment of any of the authorised
but unissued shares in the capital of the Company;
(iii) to require the Company to purchase, redeem or
otherwise acquire any of the issued and
outstanding shares in the capital of the
Company; or
(iv) to purchase or otherwise acquire any shares in the
capital of the Company;
(c) the Company is a company duly incorporated, validly
existing and in good standing under the laws of its
jurisdiction of incorporation;
(d) the officers of the Company are as described in Schedule H;
(e) all alterations to the Memorandum and Articles of
Association of the Company since its incorporation have
been duly approved by the shareholders of the Company;
(f) the Company has the power, authority and capacity to carry on
the Business as presently conducted by it;
(g) the Company has the power, authority and capacity to own and
use all of the Business Assets;
(h) save as set out in the Schedule the Company owns and
possesses and has good and marketable title to and
possession of all the Business Assets free and clear of
all Liens, except the Permitted Liens;
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(i) the Company has no bank, trust, savings, chequing or
other accounts or deposits, safety deposit boxes or
other depositories except as set out in Schedule D
which Schedule is a true and complete list showing the
name of each bank, trust company or other financial
institution in which the Company has accounts, deposits
or safety deposit boxes and the names of all persons
authorised to draw thereon or have access thereto;
(j) save as set out in the Schedule the Company does not
own or possess any asset other than the Business Assets
and does not have any interest in the assets or
business of any other Party;
(k) to the best of the Principal's knowledge and belief the
Company holds all licences and permits required for the
conduct in the ordinary course of the Business and for the
uses to which the Business Assets have been or may be put and
all such licences and permits are in good standing and the
conduct and uses of the same by the Company are in compliance
with all laws, zoning and other bylaws, building and other
restrictions, rules, regulations and ordinances applicable to
the Company, the Business or the Business Assets, and, to the
best of the Principal's knowledge, the execution and delivery
of this Agreement nor the completion of the purchase and sale
hereby contemplated will give any person the right to
terminate or cancel the said licences or permits or affect
such compliance;
(l) assuming that all corporate and regulatory procedures,
consents and authorisations required by the Purchaser
in respect of the issue of the Spectrum Shares and the
performance of the other obligations of the Purchaser
hereunder are duly and validly acquired or complied
with, as the case may be, the making of this Agreement
and the transfer of the Vendor's Shares and the
Minority Shares as contemplated hereby and the
performance of and compliance with the terms of the
Vendors' obligations hereunder does not and will not:
(i) conflict with or result in a breach of or violate
any of the terms, conditions, or provisions of the
Memorandum or Articles of Association of the Company;
(ii) conflict with or result in a breach of or
violate any of the terms, conditions or
provisions of any law, judgement, order,
injunction, decree, regulation or ruling of
any court or U.K. governmental authority to
which the Company is subject or constitute or
result in a default under any agreement,
contract or commitment to which the Company is
a party;
(iii) give to any Party any remedy, cause of action,
right of termination, cancellation or
acceleration in or with respect to any
agreement, contract, or commitment to which
the Company is a Party including the Contracts
and the Permitted Liens;
(iv) give to any U.K. government or governmental
authority, any regional district, district or
municipality or any subdivision thereof, including
any U.K. governmental department, commission, bureau,
board, or administrative agency any right of
termination, cancellation, or suspension of, or
constitute a breach of or result in a default under
any permit, license, control, or authority issued to
the Company and which is necessary or desirable in
connection with the conduct and operation of the
Business and the
8
ownership, leasing or use of the Business Assets; or
(v) constitute a default by the Company or an
event which, with the giving of notice or
lapse of time or both, might constitute an
event of default or non-observance under any
agreement, contract, indenture or other
instrument relating to any Indebtedness of the
Company which would give any Party the right
to accelerate the maturity for the payment of
any amount payable under that agreement,
contract, indenture, or other instrument
including the Contracts and the Permitted
Liens;
(m) the Financial Statements were prepared in accordance
with generally accepted accounting principles applied
on a basis consistent with prior years, and in each
case, give a true and fair view of the financial
condition and position of the Company as at the date of
such Financial Statements' Statement Date and the
results of its operations for the period ended on the
Statement Date;
(n) the provisions for doubtful accounts receivable as
recorded in the Financial Statements are, and
collections since the Statement Date have proven them
to be, adequate;
(o) so far as the Principal's are aware the Accounts
Receivable are bona fide, good and collectable without
set-off or counterclaim save and except as described in
Schedule B hereto;
(p) the stock shown in the Financial Statements is valued
therein at the lower of cost or market value and none
of the stock included there in is obsolete, damaged or
unsaleable in the ordinary course of the Business;
(q) there is no Indebtedness of the Company which is not
disclosed or reflected in the Financial Statements,
except Accounts Payable, and the aggregate of all
Accounts Payable does not, as at the date hereof and
will not, as at the Closing Date exceed $250,000 ;
(r) so far as the Principals are aware the Company has been
assessed for corporation tax for all years to and
including the fiscal year of the Company ended on the
Statement Date, and the Company has withheld and
remitted to the applicable tax collecting authority all
amounts required to be remitted respecting payments to
employees or to non-residents, or otherwise and has
paid all instalments of corporate taxes due and
payable;
(s) so far as the Principals are aware all tax returns and reports
of the Company required by law to be filed prior to the date
hereof including all income tax returns and corporation
capital tax returns have been filed and so far as the
Principal is aware are true, complete and correct, and all
taxes and other government charges including all income,
excise, sales, business and property taxes and other rates,
charges, assessment, levies, duties, taxes, contributions,
fees and licenses required to be paid have, so far as the
Vendor is aware, been paid, and if not required to be paid
as at the date hereof, have been accrued in the Financial
Statements;
(t) so far as the Principals are aware adequate provision
has been made for taxes payable by the Company for
which tax returns are not yet required to be filed and
9
there are no agreements, waivers or other arrangements
providing for an extension of time with respect to the
filing of any tax return or payment of any tax,
governmental charge or deficiency by the Company, and
to the knowledge of the Principals, the Company and its
officers, directors or employees there are no
contingent tax liabilities or any grounds which would
prompt a re-assessment;
(u) so far as the Principals are aware the Company has made
all elections required to be made under the applicable
tax legislation in connection with any distributions by
the Company and, so far as the Principals are aware,
all such elections were true and correct and in the
prescribed forms and were made within the prescribed
time periods;
(v) all material transactions of the Company have been
promptly and properly recorded or filed in or with its
respective books and records;
(w) the Company has not experienced nor, so far as the
Principals are aware, has there been any occurrence or
event which has had, or might reasonably be expected to
have, a materially adverse effect on the Business or
the result of its operations;
(x) except as disclosed in Schedule I, the Company has no
employment, consulting or management contract or commitment
with any Party, including those with any director or officer
of the Company, whether oral, written, or implied which
cannot be terminated by the Company without cause upon
giving thirty (30) days' written notice without the payment
of or any liability to pay any bonus, damages, share of
profits, or penalty and none of the employees of the Company
have been certified to be represented by a trade union or
have entered into a collective agreement or otherwise
attempted to be represented by a trade union and there are
no collective agreements or proceedings which are or could
become an obligation of or be binding upon the Company;
(y) the name of each present employee of the Company, the duration
of the employment of each such employee with the Company and
the remuneration and benefit obligations of the Company in
respect of each such employee is accurately set out in
Schedule I, and the full amounts of salaries, fees,
pensions, bonuses, commissions and other remuneration of any
nature, including accrued vacation pay, severance pay and
unpaid earned wages of the present or former officers,
directors, employees, salesmen, consultants and agents of
the Company, which should have been paid as at the Closing
Date, will have been paid up to the Closing Date;
(z) the Company has not received notice of any complaints
filed by any of the employees against the Company and
is not aware of any facts or circumstances that may
give rise to any complaints claiming that the Company
has violated any applicable employee or human rights or
similar legislation in the jurisdictions in which the
Business is conducted or any complaints or proceedings
of any kind involving the Company;
(aa) save as disclosed in Schedule Q, there are no pension,
profit sharing, incentive, bonus, group insurance or
similar plans or other compensation plans affecting the
Company and the Company has no unfunded or unpaid
liability in respect of any such plan;
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(ab) save as disclosed in Schedule I, the Company does not
have any contract, agreement, undertaking or
arrangement, whether oral, written or implied, which
cannot be terminated on not more than one month's
notice and the Company has no outstanding agreement,
contract or commitment (whether written or oral)
whatsoever relating to or affecting the conduct of the
Business or any of the Business Assets or for the
purchase, sale or lease of any of the Business Assets
other than the Contracts;
(ac) so far as the Principals are aware there is no basis
for and there are no actions, suits, judgements,
investigations or proceedings outstanding of which the
Principals are aware or pending or affecting the
Company at law or in equity or before or by any court
or federal, provincial, state, municipal or other
governmental authority, department, commission, board,
tribunal, bureau or agency of which the Principals are
aware and the Company is not a party to or threatened
with any litigation except as described in Schedule L;
(ad) the Company has no knowledge of any infringement of the
intangibles described in Schedule E, any misleading or
similar names to the Company's name or trade or brand
name in use in any area where the Business is
conducted, or of any infringement by the Company of any
patent, trademark, trade or brand name or copyright,
whether registered or unregistered;
(ae) so far as the Principals are aware the Company:
(i) is not in breach of any of the terms,
covenants, conditions, or provisions of, is
not in default under, and has not done or
omitted to do anything which, with the giving
of notice or lapse of time or both, would
constitute a breach of or a default under any
Contract; and
(ii) is not in breach or default under any
judgement, injunction or other order or aware
of any judicial, administration, governmental,
or other authority or arbitrator by which the
Company is bound or to which the Company or
any Business Assets are subject;
and the Company has not received notice that any default,
breach, or violation is being alleged;
(af) the Company has not guaranteed, or agreed to guarantee, any
Indebtedness or other obligation of any Party except as
described in the Financial Statements;
(ag) reasonable wear and tear excepted, the Business Assets
required for the normal conduct of the Company's
Business are in good working order and in a functional
state of repair and to the knowledge of the Principal,
there are no latent defects; and
(ah) other than as disclosed in the Finance Statements or the
notes thereto since the Statement Date:
(i) no dividends of any kind or other distribution on
any shares of the Company have been declared or
paid by the Company;
(ii) no single capital expenditure or commitment
therefor exceeding $5,000 has
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been made by the Company and the aggregate of
all capital expenditures or commitments made
by the Company since the Statement Date does not
exceed $11,000;
(iii) there has been no material adverse change in
the financial condition or position of the
Company and no damage, loss or destruction
materially affecting the Business Assets or
the right, capacity, or ability of the Company
to carry on the Business;
(iv) save as disclosed in Schedules I and Q the
Company has not increased the pay of or paid
or agreed to pay any pension, bonus, share of
profits or other similar benefit to or for the
benefit of any agent, employee, director, or
officer of the Company, except increases in
the normal course of business to employees
other than officers and directors;
(v) the Company has conducted the Business in the
usual and normal manner and has maintained the
Business Assets in as good condition as
prevailed prior to the Statement Date and has
made all necessary repairs and replacements
thereto; and
(vi) the Company has not waived or surrendered any
right of material value.
5. VENDORS' REPRESENTATIONS AND WARRANTIES
5.1 Each of the Vendors severally warrants and represents to the
Purchaser, with the intent that the Purchaser will rely thereon in
entering into this Agreement and in concluding the purchase and sale
contemplated herein, that:
(a) the Vendor is the registered holder of the Vendors'
Shares set opposite his name in Schedule N, free and
clear of all Liens and the Vendor has no interest,
legal or beneficial, direct or indirect, in any shares
of, or the assets or business of, the Company other
than such Vendors' Shares;
(b) the Company is not indebted to the Vendor and the Vendor has
no claims of any kind against the Company;
(c) the Vendor has the power and capacity and good and
sufficient right and authority to enter into this
Agreement on the terms and conditions herein set forth
and to transfer the legal and beneficial title and
ownership of the Vendors' Shares set opposite his name
in Schedule N to the Purchaser;
(d) the making of this Agreement and the completion of the
transactions contemplated hereby and the performance of
and compliance with the terms hereof does not and will
not conflict with or result in a breach of or violate
any of the terms, conditions or provisions of any UK
law, judgement, order, injunction, decree, regulation
or ruling of any court or governmental authority to
which the Vendor is subject or constitute or result in
a default under any agreement, contract or commitment
to which the Vendor is a party;
(e) the Vendor does not have any specific information
relating to the Company which is not generally known or
which has not been disclosed to the Purchaser and which if
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known to the Purchaser could reasonably be expected
to have a materially adverse effect on the value of the
Vendor's Shares;
(f) the Vendor is either:
(i) not a U.S. Person and is not acquiring the
Spectrum Shares for the account or benefit of
a U.S. Person, in which case the Vendor is
aware that the Spectrum Shares have not been
registered under the 1933 Act and may not be
offered or sold in the United States during
the 40 day period commencing on the date of
issuance of the Spectrum Shares unless the
Spectrum Shares are registered under the 1933
Act or an exemption from the 1933 Act is
available; or
(ii) a U.S. Person, in which case the Vendor is
aware that the Spectrum Shares to be issued to
him have not been registered under the 1933
Act and may not be offered or sold unless:
(1) the sale is to the Purchaser;
(2) the sale is made outside the United
States in a transaction meeting the
requirements of Rule 904 of
Regulation S under the 1933 Act and
in compliance with applicable local
laws and regulations;
(3) the sale is made pursuant to the
exemption from the registration
requirements under the 1933 Act
provided by Rule 144 thereunder if
available and in accordance with any
applicable state securities or "Blue
Sky" laws; or
(4) the Spectrum Shares are sold in a
transaction that does not require
registration under the 1933 Act or
any applicable U.S. state laws and
regulations governing the offer and
sale of securities, and it has prior
to such sale furnished to the
Purchaser an opinion of counsel
reasonably satisfactory to the
Purchaser;
and the certificates representing such
Spectrum Shares will bear a legend evidencing
such restrictions on resale; provided that if
the Spectrum Shares are being sold under
clause (ii) above, the legend may be removed
by providing a declaration to the registrar
and transfer agent of the Purchaser in the
form agreed upon by the Purchaser (or as the
Purchaser may reasonably prescribe from time
to time);
(g) the Vendor is aware that the Spectrum Shares will be
issued pursuant to exemptions from registration and
prospectus requirements which are available under the
B.C. Act and the Ontario Act and as a consequence:
(i) the Vendor may be restricted from using most
of the civil remedies available under such
legislation including a right of rescission
which would exist in connection with the use
of a prospectus to issue the Spectrum Shares;
(ii) the Purchaser is relieved from certain
obligations that would otherwise apply under
such legislation including the obligation to
amend a prospectus, if used
13
to issue the Spectrum Shares, in circumstances
where a material change occurred in the affairs
of the Purchaser;
(iii) the Spectrum Shares are restricted from
transfer within the province of British
Columbia for a period of one year from the
date of the issuance of the Spectrum Shares;
(iv) the Spectrum Shares may not be resold within the
province of Ontario or otherwise to Canadian
residents for a period of 40 days from the date of
the issuance of the Spectrum Shares and in this
regard the Purchaser shall be entitled to take such
steps as the Purchaser determines appropriate,
including the issuing of temporary certificates, to
ensure compliance with this resale restriction. In
this regard the Purchaser shall issue the Vendors at
Closing with temporary certificates representing the
Spectrum Shares, which temporary certificates shall
be exchangeable for definitive share certificates
representing the Spectrum Shares upon the delivery by
each Vendor on or after the date which is 40 days
from the Closing Date
6. PURCHASER'S WARRANTIES AND REPRESENTATIONS
6.1 The Purchaser warrants and represents to the Vendors, with
the intent that the Vendors will rely thereon in entering into this Agreement
and in concluding the purchase and sale contemplated herein, that:
(a) the Purchaser is a corporation duly incorporated,
validly existing and in good standing under the laws of
British Columbia and has the power, authority and
capacity to enter into this Agreement and to carry out
its terms;
(b) the execution and delivery of this Agreement and the
completion of the transactions contemplated hereby has
been duly and validly authorised by all necessary
corporate action on the part of the Purchaser, and this
Agreement constitutes a legal, valid and binding
obligation of the Purchaser in accordance with its
terms except as limited by laws of general application
affecting the rights of creditors;
(c) the Purchaser is not a "non-Canadian" within the meaning
of the Investment Canada Act;
(d) the assets and gross revenues of the Purchaser and its
affiliates are such that the transactions contemplated
herein are exempted from the provisions of Part IX of
the Competition Act;
(e) assuming that all corporate and regulatory procedures,
consents and authorisations required by the Purchaser
in respect of the issue of the Spectrum Shares and the
performance of the other obligations of the Purchaser
hereunder are duly and validly acquired or complied
with, as the case may be, the making of this Agreement
and the issuance of the Spectrum Shares as contemplated
hereby and the performance of and compliance with the
terms of the Purchaser's obligations hereunder does not
and will not:
(i) conflict with or result in a breach of or violate
any of the terms, conditions, or provisions of the
Memorandum or Articles of Association of the
Purchaser;
14
(ii) conflict with or result in a breach of or
violate any of the terms, conditions or
provisions of any law, judgement, order,
injunction, decree, regulation or ruling of
any court or Canadian governmental authority,
domestic or foreign, to which the Purchaser is
subject or constitute or result in a default
under any agreement, contract or commitment to
which the Purchaser is a party;
(iii) give to any Party any remedy, cause of action,
right of termination, cancellation or
acceleration in or with respect to any
agreement, contract, or commitment to which
the Purchaser is a Party;
(iv) give to any Canadian government or governmental
authority, any regional district, district or
municipality or any subdivision thereof, including
any Canadian governmental department, commission,
bureau, board, or administrative agency any right
of termination, cancellation, or suspension of, or
constitute a breach of or result in a default
under any permit, license, control, or authority
issued to the Purchaser and which is necessary or
desirable in connection with the conduct and
operation of the business of the Purchaser and the
ownership, leasing or use of the business assets
of the Purchaser; or
(v) constitute a default by the Purchaser or an
event which, with the giving of notice or
lapse of time or both, might constitute an
event of default or non-observance under any
agreement, contract, indenture or other
instrument relating to any indebtedness of the
Purchaser which would give any Party the right
to accelerate the maturity for the payment of
any amount payable under that agreement,
contract, indenture, or other instrument;
(f) there are no facts or circumstances of which the
Purchaser is aware, or of which it ought to be aware,
at the Closing Date which could result in a material
reduction in the Spectrum Share Price as at the close
of business on the last business day prior to the
Closing Date. For the purposes of this clause
"material" shall be deemed to mean a reduction of 10%
or more.
7. PRINCIPALS' ACKNOWLEDGEMENTS
7.1 The Principals acknowledge that:
(a) the experience, knowledge and know-how of the Principals
represents a significant value to the Purchaser in
purchasing the Company;
(b) the Principals are an integral part of the business of the
Company;
(c) the Purchaser is relying on the continued involvement
of the Principals in the Company in entering into this
Agreement;
(d) the sudden departure of any of the Principals from the
Company without provision for succession would have a
materially adverse effect on the business of the
Company.
7.2 Accepting the above, each of the Principals further severally
covenant and agree, with the intention that the Purchaser will rely
thereon in entering into this Agreement and in concluding the purchase
and sale contemplated herein, that:
15
(a) the Principals will not leave the Company's employ without
adequate notice being given;
(b) the Principals will work with the Company to make
reasonable provisions for their succession in the event
of their departure from the Company.
8. COVENANTS
8.1 Between the date of this Agreement and the Closing, the
Vendors:
(a) will cause the Company to afford to the Purchaser and
its authorised representatives access during normal
business hours to all properties, books, contracts,
commitments, records of the Company and furnish such
copies (certified if requested) thereof and other
information as the Purchaser may reasonably request,
and to permit the Purchaser and its authorised
representatives to make such audit of the books of
account of the Company and physical verification of the
Business Assets as the Purchaser may reasonably see
fit;
(b) will diligently take all reasonable steps to obtain,
prior to the Closing, all consents and approvals
required to complete the transactions contemplated
herein in accordance with the terms and conditions
hereof including the Consents;
(c) will cause the Company to maintain insurance coverage
of the scope and in the amounts presently held;
(d) will cause the Company to conduct its business and
affairs diligently and only in the ordinary course, and
preserve and maintain the goodwill of the Company, the
Business Assets and the Business;
(e) will not permit the Company to make or agree to make
any payment to any director (executive or
non-executive), officer, employee or agent of the
Company except in the ordinary course of business and
at the regular rates of salary, fees and commission for
such person or as reasonable reimbursement for expenses
incurred by such person in connection with the Company;
(f) the Vendors shall on or before May 31, 1997 cause the
repayment in full of the outstanding loan of the
Company to Xxxxxx XxXxxxxxx.
8.2 Both before and after the Closing, the Vendors and the
Purchaser will each use their best efforts to obtain the release of the Vendors,
from the obligations in respect of any guarantee and other security granted by
the Vendors, provided that nothing herein will require the Purchaser to
grant any indemnity or guarantee of any of the indebtedness of the
Company to any Party or to pay any sum of money to any Party.
8.3 The Purchaser shall use its reasonable best efforts to obtain
the approvals contemplated in clause 11.1(h) herein on or before the Closing
Date.
9. CLAIMS AND LIMITATIONS REGARDING WARRANTIES
9.1 The liabilities of the parties in respect of the
representations and warranties given by any of them herein shall be restricted
in the following respects:
16
(a) no claim under such representations and warranties may
be made after 18 months from the Closing Date unless
such claim has been intimated in writing giving
reasonable details thereof, before the said date;
(b) the Vendors shall not be liable for any claim in
respect of any breach of the Warranties which arises
directly as a result of any change in the date to which
the Company makes up its accounts, or in the accounting
bases, policy or practice of the Purchaser or of the
Company, other than any change made so as to comply
with any Statements of Standard Accounting Practice or
Financial Reporting Standards in the UK (including the
method of submission of taxation returns) introduced or
having effect on or after Closing.
9.2 The Purchaser shall not be entitled to recover any damages
in respect of any breach or breaches by the Vendors of the Warranties unless and
until the aggregate amount of all claims hereunder exceeds the sum of $10,000
whereupon the Purchaser may (subject to the other limitations contained herein)
recover the full amount of that and every other claim hereunder subject to the
provisions of subsection 9.3 herein.
9.3 Each of the Vendors shall be individually liable in respect
of the Warranties up to a maximum amount equivalent to that proportion of the
Purchase Price which is equal to the percentage of the total Vendors' Shares
which each individual Vendor holds.
9.4 Each claim made in respect of the Warranties shall be made against
all the Vendors giving same and shall be pro-rated among them, so that
each Vendor shall be liable to the Purchaser in respect of only that
proportion of the claim which is equivalent to the proportion that the
Consideration such Vendor received bears to the total Consideration paid
by the Purchaser.
9.5 No claim in respect of any breach or breaches of the
Warranties shall be made to the extent that:
(a) specific provision or allowance therefor has been made
in the Financial Statements or the subject matter
thereof is otherwise taken account of in the Financial
Statements; or
(b) such claim would not have arisen but for a change or
changes in legislation made after the date hereof
(whether relative to taxation, rates of taxation or
otherwise) or the withdrawal of any extra-statutory
concession previously made by the Inland Revenue; or
(c) it is in respect of liability to Corporation Tax for
which the Company is liable on actual profits or gains
earned arising or accruing in the ordinary course of
business since the Statement Date.
9.6 If the Vendors make any payment by way of damages for breach
of the Warranties (the "Damages Payment") and the Company or the Purchaser
receives any payment from a third party (including from any insurer) in respect
of the same subject matter which gave rise to the claim in respect of which the
Damages Payment was made, the Purchaser shall, once it or the Company has
received such payment and after deduction of all costs and expenses reasonably
and properly incurred in connection with such claim or its recovery, forthwith
pay to the Vendors an amount equal to the lesser of (a) such benefit, and (b)
the Damages Payment.
17
9.7 Any payment made by the Vendors in respect of a breach of the
warranties shall be deemed to be pro tanto a reduction in the Purchase
Price, and may be settled by the retransfer of such number of the
Purchaser's shares (at the Share Price at which they were issued to the
Vendors) to the Purchaser as is required.
9.8 The Purchaser acknowledges that, save for the information
set out in the warranties themselves and the factual information contained in
the Disclosure Letter they have not relied in relation to the purchase of the
Shares on any warranties or representations or expression of opinion of any
description by the Vendors, the Company, or the agents of them in relation to
the value or amount of the assets and liabilities of the Company, of the
prospects of the business or the affairs of the Company.
9.9 In the application of this clause 9 to clause 4 above, the
words "the Principals", shall be deemed to be substituted for the words "the
Vendors", with the intent and purpose that the limitations and other provisions
contained in this clause 9 shall apply equally to any claim made in respect of
any breach of the Principals' representations and warranties contained in clause
4 hereof as well as any breach of the Vendors' representations and warranties
contained in clause 5 hereof.
9.10 The amount of any claim under the Warranties shall be reduced
by the amount of any tax benefit received by the Purchaser or the Company or the
amount of any relief from or reduction available to the Purchaser or the Company
in respect of Taxation directly and specifically arising by virtue of the loss
and damage in respect of which such claim is made.
10. NON-MERGER
10.1 Save as disclosed in the Schedules to this Agreement or the
Disclosure Letter, the representations, warranties, covenants and
agreements of the Principals and the Vendors contained herein and those
contained in the documents and instruments delivered pursuant hereto will
be true at and as of the Closing as though made at the Closing and will
survive the Closing Date, and notwithstanding the completion of the
transactions herein contemplated, the waiver of any condition contained
herein (unless such waiver expressly releases the Vendors of such
representation, warranty, covenant or agreement), or any investigation by
the Purchaser, the same will remain in full force and effect.
10.2 The representations, warranties, covenants and agreements of
the Purchaser contained herein and those contained in the documents and
instruments delivered pursuant hereto will be true at and as of the Closing as
though made at the Closing and will survive the Closing Date, and
notwithstanding the completion of the transactions herein contemplated, the
waiver of any condition contained herein (unless such waiver expressly releases
the Purchaser of such representation, warranty, covenant or agreement), or any
investigation by the Vendors, the same will remain in full force and effect.
11. CONDITIONS PRECEDENT
11.1 The obligations of the Purchaser to consummate the
transactions herein contemplated are subject to the fulfilment of each of the
following conditions at the times stipulated:
(a) the representations and warranties of the Principals
and the Vendors contained herein are true and correct
in all respects at and as of the Closing except as may
be in writing disclosed to and approved by the
Purchaser in a letter (the "Disclosure Letter") from
the Vendors' Solicitors to the Purchaser's Solicitors;
(b) all covenants, agreements and obligations hereunder on
the part of the Vendors to
18
be performed or complied with at or prior to the Closing,
including the Vendors' obligation to deliver the documents
and instruments herein provided for, have been performed and
complied with at and as of the Closing;
(c) between the date hereof and the Closing, the Company
will not have experienced any event, circumstance or
condition or have taken any action or become subject to
any action of any character adversely affecting the
Company or the Business or as would materially reduce
the value of the Company, the Business or the Vendors'
Shares to the Purchaser;
(d) no damage by fire, negligence or otherwise to the
Business Assets will have occurred since the date
hereof and prior to the Closing which, in the sole
opinion of the Purchaser, will materially and adversely
affect the Business Assets, the Business or the
Company's operations, prospects or earnings;
(e) on or before the Closing Date no federal, provincial,
regional or municipal government or any agency thereof
will have enacted any statute or regulation, announced
any policy or taken any action that will materially and
adversely affect the Business or the Business Assets or
the right of the Purchaser to the full enjoyment
thereof;
(f) none of the Principals will have left the Company prior to
Closing;
(g) on the Closing Date the Principals will have executed
the Employment Agreements and the Principals and Xxxx
Xxxxxxxxx will have executed the Escrow Agreements;
(h) on or before the Closing Date the Vendors will have obtained
the Consents;
(i) on or before the Closing Date of this Agreement and the
transactions contemplated hereby shall have been
approved by The Toronto Stock Exchange and by all other
regulatory authorities having jurisdiction whose
approval is required; and
(j) on or before the Closing Date, the Purchasers shall
have received the stock transfer forms and certificates
representing the Minority Shares, duly endorsed for
transfer to the Purchaser, together with releases, in a
form acceptable to the Purchaser, executed by each of
the Minority Shareholders.
11.2 The conditions set forth in Section 11.1 are for the exclusive
benefit of the Purchaser and may be waived by the Purchaser in writing in whole
or in part at any time. Notwithstanding anything to the contrary contained
herein the Vendors will receive and retain, as outright and non-refundable
consideration, the sum of $100.00 upon the Vendors signing this Agreement and in
consideration therefor the Vendors covenant and agree not to withdraw their
acceptance of the offer constituted by this Agreement, prior to the time for
removal of any subject conditions contained herein.
11.3 The obligations of the Vendors to consummate the transactions
herein contemplated are subject to the fulfilment of each of the following
conditions at the times stipulated, that:
(a) the representations and warranties of the Purchaser
contained herein are true and correct in all material
respects at and as of the Closing except as may be in
writing disclosed to and approved by the Vendors; and
19
(b) all covenants, agreements and obligations hereunder on
the part of the Purchaser to be performed or complied
with at or prior to the Closing, including in
particular the Purchaser's obligations to deliver the
documents and instruments herein provided for, have
been performed and complied with as at the Closing.
11.4 The conditions set forth in Section 0 are for the exclusive
benefit of the Vendors and may be waived by the Vendors in whole or in part at
any time.
12. TRANSACTIONS OF THE VENDORS AT THE CLOSING
12.1 At the Closing, the Vendors will execute and deliver or
cause to be executed and delivered all documents, instruments, resolutions and
share certificates as are necessary to effectively transfer and assign the
Vendors' Shares and the Minority Shares to the Purchaser, free and clear of all
Liens, including:
(a) a closing agenda in the form satisfactory to the Purchaser's
Solicitors;
(b) certified copies of resolutions of the directors of the
Company authorising the transfer of the Vendors' Shares
and the Minority Shares subject to the relevant stock
transfer forms being duly stamped and the registration
of the Vendors' Shares in the name of the Purchaser and
authorising the issue of new share certificates
representing the Vendors' Shares and the Minority
Shares in the name of the Purchaser;
(c) waivers in writing in a form satisfactory to the
Purchaser's Solicitors signed by all the shareholders
of the Company, of any rights they may have, whether
pursuant to the provisions of the Articles of the
Company or otherwise, in respect of the transfer to the
Purchaser of the Vendors' Shares and the Minority
Shares;
(d) stock transfer forms and share certificates
representing the Vendors' Shares and the Minority
Shares in the name of the Vendors and the Minority
Shareholders, duly endorsed for transfer to the
Purchaser;
(e) duly issued share certificates in the name of the
Purchaser representing the Vendors' Shares and the
Minority Shares;
(f) resignations in writing of Xxxxxx XxXxxxxx and Noraddin
Xxxxxxx as officers and signing officers of the
Company;
(g) all corporate records and books of account of the
Company including, without limiting the generality of
the foregoing, minute books, share register books,
share certificate books and annual reports;
(h) the corporate seal of the Company and all keys to any
automobiles owned by the Company and to any premises
used by the Company;
(i) releases, in form and substance satisfactory to the Purchaser,
acting reasonably, executed by the Vendors and the Minority
Shareholders in favour of the Company releasing the Company
from any and all manner of actions, causes of action, suits,
proceedings, debts, dues, profits, expenses, contracts,
damages, claims, demands and liabilities whatsoever, in law
or equity, which the Vendors and the Minority Shareholders
ever had, now have, or may have against the Company for or
by reason of any matter, cause or thing whatsoever done or
omitted to be done by the
20
Company up to the Closing other than in respect of obligations
of the Company to the Vendors and the Minority Shareholders
arising in respect of:
(i) earned but unpaid salary, fees and unpaid benefits
for the then current pay period; and
(ii) any obligations of the Company pursuant to
indemnities granted to such persons by the
Company in connection with their acts as
directors of the Company provided that such
indemnities shall be ineffective in respect of
any act or omission which would constitute a
default or breach pursuant to this Agreement
or which render any representation or warranty
given hereunder untrue or inaccurate;
(j) a Closing Warranty and Certificate from the Vendors
confirming that the conditions to be satisfied by the
Vendors, unless waived, set out in Section 11.1 have
been satisfied at the Closing and that all
representations and warranties of the Vendors contained
in this Agreement are true at and as of the
(k) an opinion of the Vendors' Solicitors in the form
attached hereto as Schedule O, with such changes as may
be agreed upon by the Purchaser's Solicitors;
(l) Escrow Agreements executed by the Principals and Xxxx
Xxxxxxxxx in the form in Schedule J; and
(m) all such other documents and instruments as the
Purchaser's Solicitors may reasonably require.
13. TRANSACTIONS OF THE PURCHASER AT THE CLOSING
13.1 The Purchaser will deliver or cause to be delivered the
following at the Closing:
(a) share certificates representing the Spectrum Shares;
(b) the Escrow Agreements for the Principals and Xxxx Xxxxxxxxx,
as applicable;
(c) confirmation, in a form agreed by the Vendors, of the
allotment of the Spectrum Shares referred to in clause
13.1(a) above;
(d) a Closing Warranty and Certificate from the Purchaser
confirming that the conditions to be satisfied by the
Purchaser, unless waived, set out in Section 11.1 have
been satisfied at the Closing and that all
representations and warranties of the Purchaser
contained in this Agreement are true at and as of the
Closing.
(e) an opinion of the Purchaser's Solicitors in the form
attached hereto as Schedule R, with such changes as may
be agreed upon by the Vendor's Solicitors;
21
14. TIME OF THE ESSENCE
14.1 Time is of the essence of this Agreement.
15. FURTHER ASSURANCES
15.1 The parties will execute and deliver such further documents
and instruments and do all such acts and things as may be reasonably necessary
or requisite to carry out the full intent and meaning of this Agreement and to
effect the transactions contemplated by this Agreement.
16. SUCCESSORS AND ASSIGNS
16.1 This Agreement will enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns. This Agreement may not be assigned by either
Party hereto without the prior written consent of the other Party.
17. COUNTERPARTS
17.1 This Agreement may be executed in several counterparts,
each of which will be deemed to be an original and all of which will together
constitute one and the same instrument.
18. NOTICE
18.1 Any notice required or permitted to be given under this
Agreement will be validly given if in writing and delivered or sent by fax to
the following addresses:
(a) If to the Vendors:
c/o 3L Limited
00/00 Xxxxxxxxxxxx
Xxxxxxxxx, Xxxxxxxx
Fax No.: 00 000 000 0000
with a copy to the Vendors' Solicitors as follows:
Xxxx Ireland WS
Orchard Brae House
00 Xxxxxxxxxxx Xxxx
Xxxxxxxxx XX0 0XX
Xxxxxxxx
Attention: Xxxxx X. Xxxxxxxxx
Fax No.: 00 000 000 0000
22
(b) If to the Purchaser:
Spectrum Signal Processing Inc.
Suite 100, 0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0 XXXXXX
Fax No.: (000) 000-0000
with a copy to the Purchaser's Solicitors as follows:
Xxxxx, Xxxxxx
Barristers and Solicitors
#000 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Attention: Xxxxxxx X. Xxxxxxxx
Fax No.: (000) 000-0000
or to such other address as any Party may specify by notice in writing to the
other.
18.2 Any notice delivered on a business day will be deemed
conclusively to have been effectively given on the date notice was delivered.
19. AGENTS
19.1 The Vendors warrant to the Purchaser that no agent or other
intermediary has been engaged by the Vendors in connection with the purchase and
sale herein contemplated.
20. TENDER
20.1 Tender may be made upon the Vendors or Purchaser or upon the
Vendors' Solicitors or Purchaser's Solicitors.
21. PROPER LAW
23
21.1 This Agreement will be governed by and construed in accordance
with the laws of British Columbia and the parties will attorn to the Courts
thereof.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
and delivered this ____ day of _______________ , 199___ .
SIGNED, SEALED AND DELIVERED by )
XXXXX XXXXXXX XXXXXXXXX in the presence of:)
)
/s/ Illegible )
-------------------------------------- )
Name )
) /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------- ) -------------------------------
Address ) XXXXX XXXXXXX XXXXXXXXX
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
)
SIGNED, SEALED AND DELIVERED by XXXX XXXXXX)
CULLOCH in the presence of: )
)
/s/ Illegible )
-------------------------------------- )
Signature )
) /s/ Xxxx Xxxxxxx
-------------------------------------- ) -------------------------------
Print Name ) XXXX XXXXXX XXXXXXX
)
-------------------------------------- )
Address )
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
)
SIGNED, SEALED AND DELIVERED by IAN )
XXXXXXXXX XXXXX in )
the presence of: )
)
/s/ Illegible )
-------------------------------------- )
Signature )
) /s/ Xxx Xxxxx
-------------------------------------- ) -------------------------------
Print Name ) XXX XXXXXXXXX XXXXX
)
-------------------------------------- )
Address )
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
)
24
SIGNED, SEALED AND DELIVERED by XXXXXX )
XXXXXX XXXXXXXX in the presence of: )
)
/s/ Illegible )
-------------------------------------- )
Signature )
) /s/ Illegible
-------------------------------------- ) -------------------------------
Print Name ) XXXXXX XXXXXX XXXXXXXX
)
-------------------------------------- )
Address )
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
)
SIGNED, SEALED AND DELIVERED by NORADDIN )
XXXXXXX in the presence of: )
)
/s/ Illegible )
-------------------------------------- )
Signature )
) /s/ Noraddin Xxxxxxx
-------------------------------------- ) -------------------------------
Print Name ) NORADDIN XXXXXXX
)
-------------------------------------- )
Address )
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
)
SIGNED, SEALED AND DELIVERED by X. XXXXXX )
XXXXXXXXX in the presence of: )
)
/s/ Illegible )
-------------------------------------- )
Signature )
) /s/ Xxxxx X. Xxxxxxx as attorney
) for J. Xxxxxx XxXxxxxxx
-------------------------------------- ) -------------------------------
Print Name ) J. XXXXXX XXXXXXXXX
)
-------------------------------------- )
Address )
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation
25
SIGNED, SEALED AND DELIVERED by RANI )
XXXXXXXXX in the presence of: )
)
/s/ Illegible )
-------------------------------------- )
Signature )
) /s/ Xxxx Xxxxxxxxx
-------------------------------------- ) -------------------------------
Print Name ) XXXX XXXXXXXXX
)
-------------------------------------- )
Address )
)
-------------------------------------- )
)
)
-------------------------------------- )
Occupation )
SPECTRUM SIGNAL PROCESSING INC.
Per: /s/ Xxxxx Xxxxx
--------------------------------
Authorised Signatory
