OR TRADED AND IN CONNECTION WITH APPLICABLE STATE SECURITIES
OR BLUE SKY LAWS, (B) PRINTING EXPENSES (INCLUDING WITHOUT LIMITATION EXPENSES
OF PRINTING CERTIFICATES FOR REGISTRABLE SECURITIES), (C) MESSENGER, TELEPHONE
AND DELIVERY EXPENSES, (D) FEES AND DISBURSEMENTS OF LEGAL COUNSEL FOR THE
COMPANY, (E) FEES AND EXPENSES OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND ALL OTHER PERSONS RETAINED BY THE COMPANY IN CONNECTION WITH
PERFORMING OR COMPLYING WITH ITS OBLIGATIONS UNDER THIS SECTION, AND (F) ALL
LISTING FEES OF ANY TRADING MARKET ON WHICH THE COMMON SHARES ARE LISTED OR
TRADED.
CIMSA SHALL BE RESPONSIBLE FOR ALL OF ITS OWN LEGAL AND ACCOUNTING FEES
INCURRED IN CONNECTION WITH THE COMPANY'S REGISTRATION OF THE REGISTRABLE
SECURITIES. FOR PURPOSES OF THIS AGREEMENT, THE TERM "REGISTRABLE SECURITIES"
MEANS THE PURCHASED SHARES AND THE WARRANT SHARES, TOGETHER WITH ANY SECURITIES
ISSUED OR ISSUABLE UPON ANY STOCK SPLIT, DIVIDEND OR OTHER DISTRIBUTION,
RECAPITALIZATION OR SIMILAR EVENT AFFECTING THE COMMON SHARES WITH RESPECT TO
THE FOREGOING.
13.
SUBSEQUENT AGREEMENTS.
THE PARTIES AGREE TO
NEGOTIATE IN GOOD FAITH TO ENTER INTO THREE AGREEMENTS:
(1) A MANUFACTURING
AGREEMENT PURSUANT TO WHICH CIMSA SHALL SUBCONTRACT CERTAIN MANUFACTURING TO THE
COMPANY FOR A THREE YEAR PERIOD (THE "MANUFACTURING AGREEMENT"); (2) A
DEVELOPMENT AGREEMENT PURSUANT TO WHICH THE COMPANY SHALL SUBCONTRACT CERTAIN
DEVELOPMENT AND DESIGN SERVICES TO CIMSA FOR A THREE YEAR PERIOD (THE
"DEVELOPMENT AGREEMENT"); AND (3) A CONSULTING AGREEMENT BY AND BETWEEN THE
COMPANY AND FERNANDO CARALT FOR A MINIMUM TERM OF ONE YEAR PURSUANT TO WHICH MR.
CARALT SHALL PROVIDE CERTAIN CONSULTING SERVICES TO THE COMPANY AT THE
REASONABLE AND GOOD FAITH DIRECTION OF THE COMPANY'S CHIEF EXECUTIVE OFFICER FOR
CASH COMPENSATION NOT TO EXCEED US$50,000.00 PER ANNUM (THE "CONSULTING
AGREEMENT" AND COLLECTIVELY WITH THE MANUFACTURING AGREEMENT AND THE DEVELOPMENT
AGREEMENT, THE "SUBSEQUENT AGREEMENTS").
THE PARTIES AGREE TO USE THEIR BEST
EFFORTS TO NEGOTIATE AND EXECUTE THE DEFINITIVE SUBSEQUENT AGREEMENTS BY AUGUST
31, 2007.
19
14.
RIGHT OF FIRST REFUSAL FOR PRIVATE SALE
14.1
RIGHTS ON TRANSFER.
BEFORE ANY PRIVATE TRANSFER
(AS DEFINED BELOW) OF ALL OR ANY PORTION OF THE PURCHASED SHARES FOR VALUE BY
CIMSA TO ANY PERSON OTHER THAN AN AFFILIATE OF CIMSA, THE COMPANY WILL HAVE THE
RIGHT (BUT NOT THE OBLIGATION) TO PURCHASE AT LEAST, BUT NOT LESS THAN,
TWENTY-FIVE PERCENT (25%) OF THE PURCHASED SHARES SUBJECT TO SUCH TRANSFER (THE
"TRANSFER SHARES").
FOR PURPOSES OF THIS AGREEMENT, THE TERM "PRIVATE TRANSFER"
SHALL
MEAN ANY SALE, TRANSFER OR OTHER DISPOSITION OF ANY PURCHASED SHARES IN
ANY TRANSACTION OTHER THAN A TRANSACTION PURSUANT TO (X) THE REGISTRATION
STATEMENT OR ANY OTHER REGISTRATION STATEMENT COVERING THE RESALE OF THE
PURCHASED SHARES OR (Y) RULE 144 OF THE SECURITIES ACT (OR ANY SUCCESSOR RULE
THERETO).
14.2
DELIVERY OF TRANSFER NOTICE.
AT SUCH TIME THAT
CIMSA PROPOSES TO EFFECT A PRIVATE TRANSFER OF THE TRANSFER SHARES AS
CONTEMPLATED BY SECTION 14.1 HEREOF, CIMSA SHALL GIVE PROMPT WRITTEN NOTICE (THE
"TRANSFER NOTICE") TO THE COMPANY OF SUCH PROPOSED PRIVATE TRANSFER.
THE
TRANSFER NOTICE SHALL SPECIFY THE