|
1.
|
Strategic
Alliance
|
|
2.
|
Issue
of shares to ISA
|
|
2.1.
|
We
hereby apply for the allotment of 2,500,000 Ordinary Shares of 1p each in
the capital of Rubicon (the “Initial Shares”), for a
subscription price of £0.02 (two pence) per
share.
|
|
2.2.
|
Subject
to the consent of both parties and on Us providing notice in writing to
You, We agree to subscribe for a further number of Ordinary shares in the
capital of Rubicon as we shall determine, subject to a maximum
subscription of 2,500,000 New Ordinary Shares (such further shares being
the “Second Tranche
Shares”).
|
|
2.3.
|
The
subscription price for the Second Tranche Shares shall be £0.02 (two
pence) per share. Our right to subscribe for the Second Tranche
Shares shall expire on the date that is 90 days from the date of this
Agreement.
|
|
2.4.
|
You
undertake to take all corporate action, including obtaining all necessary
board and shareholder approvals, and complying with all applicable legal
and regulatory requirements in order to effect the allotment of the
Initial Shares and (if applicable) the Second Tranche Shares, following
receipt of payment for such share subscription/s by Us. Each
allotment shall take place no later than seven business days after receipt
of written notice and appropriate payment from Us in respect of the
subscription in question, or, if following such notice and payment,
approval for such allotment is required, no later than seven business days
after such allotment has been approved at a Rubicon
EGM.
|
|
3.
|
ISA’s
warrant over shares
|
|
3.1.
|
You
hereby grant us a right to purchase additional shares in Rubicon, over the
three year period beginning on the date of this Share Subscription
Agreement (such period being the “Share Subscription
Period”) on the terms of this paragraph
3.
|
|
3.2.
|
We
shall be entitled, upon providing seven days written notice to You, to
subscribe for 1 New Ordinary Share of 1p each in the capital of Rubicon
(each being a “Warrant
Share”) for every £1.00 of gross revenue received by Rubicon (less
any applicable VAT) pursuant to the
SAA.
|
|
3.3.
|
Each
Warrant Share subscribed for pursuant to paragraph 3.2 above shall be for
a price of £0.05 (five pence) per share, and We shall subscribe and be
issued with Warrant Shares in tranches of 100,000
shares.
|
|
3.4.
|
We
shall not be entitled to subscribe for an aggregate amount of more than
5,000,000 Warrant Shares during the Share Subscription
Period.
|
|
3.5.
|
You
undertake to take all corporate action, including obtaining all necessary
board and shareholder approvals, and complying with all applicable legal
and regulatory requirements in order to effect the allotment of each
tranche of Warrant Shares following receipt of payment for such
subscription/s for Warrant Shares by Us. Each allotment of
Warrant Shares shall take place no later than seven business days after
receipt of written notice and appropriate payment from Us in respect of
the subscription in question, or, if following such notice and payment,
approval for such allotment is required, no later than seven business days
after such allotment has been approved at a Rubicon
EGM.
|
|
4.
|
Issue
of shares in ISA
|
|
4.1.
|
You
and We agree to meet and negotiate in good faith in order to agree upon
the terms of a warrant whereby Rubicon will have the right to subscribe
for Ordinary Shares in ISA. We and You intend that any such
warrant, when agreed, will be structured as a transaction exempt from
registration under the Securities Act of 1933 pursuant to the provisions
of “Regulation S” as promulgated by the Securities and Exchange
Commission.
|
|
5.
|
General
|
|
5.1.
|
Neither
You nor We may assign any of our rights under this Agreement without the
prior written consent of the other.
|
|
5.2.
|
Neither
You nor We intend that any of the terms of this Agreement are to be
enforceable by any person not a party to this
Agreement.
|
|
5.3.
|
This
Agreement shall be governed by and interpreted under the laws of the State
of Florida, USA, without regard to its conflicts of law
provisions. The state and federal courts in the jurisdiction in
which Palm City, Florida is located shall have exclusive jurisdiction for
the purposes of adjudicating any controversy or claim between the parties
concerning any breach or alleged breach of this Agreement or performance
or non-performance of any obligation under this Agreement. The
Parties hereby waive all objections to venue and personal jurisdiction in
these forums for such disputes and expressly consent to such venue and
jurisdiction
|