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Exhibit 10.16
DATED 2000
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DECLARATION OF TRUST
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RAKISONS
SOLICITORS
Clements House
14/18 Gresham Street
London EC2V 7JE
Tel: +44 (0)171 367 8000
Fax: +44 (0)171 367 8001
e-mail: [email protected]
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We, PowerChannel Holdings Inc, a company incorporated in the State of
Delaware, USA, whose principal office is at 20 Squadron Boulevard, Suite
210, New York, New York 10956, USA ("Owner") DECLARE AND UNDERTAKE that:
1 In this deed the following words and expressions have the meanings
stated, unless they are inconsistent with the context:
"Company"
PowerChannel Europe Limited a company registered in England and Wales
under number 3632372 whose registered office is at 11 Cross Keys Close,
London, W1M 5TY;
"Directors"
James Gambrell of 641 Fifth Avenue, New York, New York, USA, Michael
Preston of 11 Cross Keys Close, London, W1M 5FY and Steve Lampert of 280
South Mountain Road, New York City, New York 10956, USA;
"Shareholders"
the shareholders of the Owner as at 30 November 1999;
"Shares"
the sixteen ordinary share of 10p each of the Company registered in the
name of the Owner.
2 We note that the resolution adopted by the Board of Directors of the
Owner on 30 November 1999 has become unconditional following the
execution of the licence agreement between the Company and the Owner
referred to in the resolutions and that the shares of the Company held by
the Owner are now held by the Owner as to 80% in favour of the
Shareholders and 20% in favour of the Owner.
3 We shall at all times stand possessed of our interest in the Shares and
all dividends and distributions of profits or surplus or other assets in
respect of their and any shares or securities resulting from holding the
Shares UPON TRUST and as nominee for the Shareholders absolutely in
proportion to their shareholdings in the Owner.
4 We will dispose of, transfer, pay and deal with the Shares or any
interest in them and all dividends and distributions in respect of the
Shares and all other rights resulting out of or in connection with the
Shares and exercise the votes conferred thereby in such manner as
Shareholder shall from time to time direct as to the Shares held
beneficially for each such Shareholder.
5 We shall as soon as practicable transfer our interest in the Shares to
the Shareholders.
6 The intention of this Deed of Declaration is to vest in the Owner the
power and authority of Trustee to effect the distribution of 80% of the
Shares and interest of the Company to the Shareholders of the Owner as at
30 November 1999 and the Owner is hereby authorised to carry out such
acts as may be necessary and execute such further documents as may be
necessary to carry out the intention.
This Deed is governed by the laws of Delaware.
EXECUTED as a deed on the date of this document.
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EXECUTED by )
POWERCHANNEL HOLDINGS INC )
acting by )
and )
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Director Directory/Secretary
