AGREEMENT FOR
INVESTMENT AND LOAN TERM SHEET
THIS INVESTMENT AND LOAN TERM SHEET (this "Term Sheet") is entered into by and
among XXXXXX INTERNATIONAL HOLDINGS, INC., a California corporation ("MIHI") and
WINTEC PROTECTIVE SYSTEMS, INC., a Texas corporation ("WinTec").
Formation of WinTec: WinTec is a Texas corporation, capitalized with
40,000,000 shares of common stock, $0.001 par
value per share. The following are the initial
shareholders of WinTec, and their respective
ownerships:
Shareholder Shares Ownership
----------- ------ ---------
PLH Holdings, LLC 11,760,000 60.00%
Xxxxxx Xxxxxxx 3,920,000 20.00%
Xxxxx Xxxxx 2,940,000 15.00%
Xxxxx Xxxxxxx 980,000 5.00%
-----------------------------------
Total: 19,600,000 100.00%
Investment by MIHI: At the Closing (as later defined), and in consideration of
the various agreements herein, MIHI shall issue and
contribute 3,000,000 shares of common stock of MIHI, $0.0001
par value per share (the "MIHI Stock"), to WinTec in
exchange for the issuance of 20,400,000 shares of common
stock of WinTec to MIHI (the "Exchange"), pursuant to an
Exchange Agreement"). Upon Agreement entered into between
WinTec and MIHI (the "Exchange Agreement"). Upon completion
of the Exchange, the shareholders of WinTec, and their
respective ownerships, shall be as follows:
Shareholder Shares Ownership
----------- ------ ---------
MIHI 20,400,000 51.00%
PLH Holdings, LLC 11,760,000 29.40%
Xxxxxx Xxxxxxx 3,920,000 9.80%
Xxxxx Xxxxx 2,940,000 7.35%
Xxxxx Xxxxxxx 980,000 2.45%
-----------------------
40,000,000 100.00%
As part of the Exchange, the shareholders of WinTec shall execute Bylaws,
corporate resolutions, and a Buy-Sell Agreement for WinTec (collectively,
"WinTec Corporate Documents") that provide, among other things:
(a) The number of directors of WinTec shall be increased to 7. The
19,600,000 shares owned by the initial shareholders of WinTec shall be
entitled to appoint 3 directors. The 20,400,000 shares issued to MIHI shall
be entitled to appointing 3 directors. The parties agree that the seventy
director of WinTec shall be Xxxxxx Xxxxxxx.
(b) The board of directors of WinTec will take reasonable actions in
satisfaction of its intent to convert WinTec to a publicly reporting entity
within 24 months of the Exchange.
(c) While the MIHI Loan (as later defined) is outstanding, and until the
redemption of the Redeemed stock (as later defined), WinTec shall not sell
or transfer any of the patents, trademarks, or other intellectual property
of WinTec (collectively, the "WinTec IP") without the prior approval of
MIHI.
(d) The board of directors of WinTec intends to move the WinTec laboratory
to California at some point in the future.
(e) The shareholders of WinTec shall be subject to standard restrictions on
transferring their shares of WinTec, including a restriction that MIHI
shall not transfer 12,400,000 shares of WinTec prior to the redemption of
the Redeemed stock.
(f) WinTec shall not obtain financing from third parties prior to the
redemption of the Redeemed stock, unless MIHI cannot meet the financial
requirements of WinTec, including funding advances required under the MIHI
Loan.
MIHI Loan: Contemporaneously with the Exchange, MIHI shall loan WinTec
up to $1,500,000.00 (the Redemption and Purchase; At any
time, beginning upon full repayment of the MIHI Loan, WinTec
shall be entitled Exclusive License; Right As part of the
consideration for making the MIHI Loan, WinTec shall grant
MIHI: (a) an Definitive Agreements: The parties will act in
good faith to negotiate, complete and enter into a
definitive Miscellaneous: This Term Sheet constitutes and
contains the entire agreement and understanding between
Counterparts: This Term Sheet may be executed in multiple
counterparts, each of which shall be [End of Term Sheet;
Signatures on Following Page]
Redemption and At any time, begining upon full repayment of the MIHI Loan,
Purchase; WinTectshall be entitled to: (a) redeem 12,400,000 shares of
Consulting Stock: common stock of WinTec then-owned by MIHI (the "Redeemed
Stock"), and (b) purchase from MIHI options to purchase up
to 3,000,000 shares of common stock of MIHI (the "MIHI
Options"), in exchange for a cash payment of $1,500,000,
pursuant to a Redemption and Purchase Agreement entered into
by WinTec and MIHI at Closing (the "Redemption and Purchase
Agreement"). The cash payment shall be allocated among the
redemption of the Redeemed Stock and the purchase of the
MIHI Options as set forth in the Redemption and Purchase
Agreement. The MIHI Options shall be exercisable by WinTec,
at any time, at a strike price of $0.10 per share.
Contemporaneously with the redemption of the Redeemed Stock,
WinTec shall issue 1,533,333 shares of common stock of
WinTec to consultants (collectively, the "Consulting
Stock"), as compensation for consulting services provided by
such individuals to WinTec, and pursuant to a Consulting
Agreement entered into by each individual.
The Bylaws of WinTec shall provide that, upon completion of
the redemption of the Redemption Stock and the issuance of
the Consulting Stock, the total number of directors of
WinTec shall be reduced to 6, with the 8,000,000 shares
owned by MIHI entitled to appoint 2 directors.
Upon completion of the redemption of the Redeemed Stock and
the issuance of the Consulting Stock, the shareholders of
WinTec, and their respective ownerships, shall be as
follows:
Shareholder Shares Ownership
----------- ------ ---------
PLH Holdings, LLC 11,760,000 42.61%
MIHI 8,000,000 28.99%
Xxxxxx Xxxxxxx 3,920,000 14.20%
Xxxxx Xxxxx 2,940,000 10.65%
Consultant 1,533,333 5.00%
Consultant 1,533,333 5.00%
Xxxxx Xxxxxxx 980,000 3.55%
-----------------------------------
Total: 30,666,666 100.00%
Exclusive License: As part of the consideration for making the MIHI Loan,
Right of First WinTec shall grant MIHI: (a) an exclusive license to use
Refusal WinTec's anti-corrosion material for small marine craft,
pursuant to a License Agreement entered into between WinTec
and MIHI (the "License Agreement"), and (b) the right of
first refusal to exclusively license WinTec IP (the "Right
of First Refusal"), pursuant to a Right of First Refusal
Agreement entered into between WinTec and MIHI (the"ROFR
Agreement"). The Right of First Refusal shall be exercisable
by MIHI from time to time upon WinTec's presentation of MIHI
of a third party's offer to exclusively license part of the
WinTec IP, and upon exercise of its Right of first Refusal
MIHI shall exclusively license such part of the WinTec IP
upon substantially similar terms to sucy third party offer
Definitive The parties will act in good faith to negotiate, complete
Agreements: and enter into a definitive Exchange Agreement, WinTec
Corporate Documents, MIHI Note, Redemption and Purchase
Agreement, Consulting Agreements, License Agreement, and
ROFR Agreement (collectively, the "Definitive Agreements")
and related documents reflecting the terms and conditions
hereof as soon as reasonably possible (the "Closing").
The Definitive Agreements will contain the basic terms and
conditions set forth herein together with such other
representations, warranties, covenants, terms, indemnities
and conditions as would be usual and customary for a
transactions of this nature and which are mutually agreeable
to the parties, including, without limitation, the making of
all necessary governmental and third party filings, the
obtaining of all necessary governmental and third party
approvals or consents required to consummate the proposed
transactions, and standard indemnification provisions. There
shall be no brokers' or finders' fees or commissions payable
by WinTec, MIHI, or any other third party in connection with
the completion of the transactions contemplated herein.
Miscellaneous: This Term Sheet constitutes and contains the entire
agreement and understanding between the parties with respect
to the subject matter hereof and supersedes any prior or
contemporaneous oral or written agreements. This Term Sheet
shall be binding upon and inure to the benefit of all
parties upon full execution. Each part acknowledges and
agrees that they have not made any representations,
warranties or agreements of any kind regarding the subject
matter hereof, except as expressly set forth herein. This
Term Sheet may not be modified or amended, except by an
instrument is writing signed by duly authorized officers of
both of the parties hereto. The language in this Agreement
shall be construed as to its fair meaning and not strickly
for or against any party. This Term Sheet, and any dispute
arising hereunder, shall be governed by Texas law, without
giving effect to any choice of law or conflict of law
provision. If any provision of this Term Sheet is determined
to be invalid in whole or in part of any reason, such
unenforceable or invalid provision shall not affect the
legality, enforceability or validity of the rest of this
Term Sheet. If any provision is stricken in accordance with
the previous sentence, then the stricken provisions shall be
replaced with a legal, enforceable and valid provision that
is as similar in tenor to the stricken provision as is
legally possible.
Counterparts: This Term Sheet may be executed in multiple counterparts,
each of which shall be considered an original instrument and
all of which, taken together, constitute on and the same
agreement. Electronic and facsimile signatures shall be
considered originals.
[End of Term Sheet; Signatures on Following Page]
IN WITNESS WHEREOF, the parties have executed this Term Sheet to be
effective as of June 28, 2011.
MIHI: WINTEC:
XXXXXX INTERNATIONAL WINTEC PROTECTIVE SYSTEMS, INC.,
HOLDINGS, INC., a California a Texas corporation
corporation
By: ________________________________
By: ________________________________ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxx Director
President
