EX-99.3
4
dex993.htm
CLOSING MECHANICS MEMORANDUM.
Closing Mechanics Memorandum.
Exhibit 99.3
PLEASE REPLY TO CLEARWATER
FILE NO. 09045.87938
June 27, 2005
VIA EMAIL
MEMORANDUM
TO:
Jim Harris, Jack Nohren
FROM:
Michael T. Cronin, Esq.
RE:
Closing Mechanics
The purpose of this memorandum is to
set forth the mechanics and procedures relating to the Stock Acquisition Agreements by and between Desertview Management Services, Inc. ("Desertview"), Numera Software Corporation ("Numera"), and Innova Pure Water, Inc.
("Innova"). My understanding is the board of directors of each of these respective companies have approved each of the Stock Purchase Agreements. The parties have provided each other the relevant disclosure schedules and related closing
documents. The only open issue, as I understanding it, relates to the mechanics of securing the shareholder consents through the Stock Purchase Agreements. The following set forth my understandings:
•
I will instruct Continental Stock Transfer & Trust Company, as the transfer agent, to issue the certificates to each of the shareholders of Numera and Desertview pursuant to
Excel spreadsheets Jim forwarded to me.
•
The certificates will be held in escrow by me pending receipt of the shareholders consent/investment representation letter.
•
When the consent/investment representation letters are received for at least 51% of the outstanding shares for each of Numera and Desertview, the applicable certificates will be
sent to Jim for distribution.
J
OHNSON
, P
OPE
, B
OKOR
, R
UPPEL
&
B
URNS
, LLP
ATTORNEYS AND COUNSELLORS AT LAW
June 27, 2005
Page 2
•
If less than 100% of the consents are obtained, Innova reserves the right to effectuate a short form merger so that each of the entities are 100% wholly owned subsidiaries.
•
The parties shall have 30 days in which to obtain the minimum level of consents - i.e. 51% of the outstanding shares of each of Numera and Desertview.
•
The parties will set Monday, June 27, 2005, as the effective closing date of the applicable agreements, subject to the terms and conditions of this memo.
If the above accurately reflects each of your understandings, please execute on behalf of
each of the entities indicated below.
INNOVA PURE WATER, INC.
NUMERA SOFTWARE CORPORATION
By:
/s/ John Nohren
By:
/s/ James A. Arnold, II
Print Name:
John Nohren
Print Name:
James A. Arnold, II
Title:
Chairman
Title:
President
DESERTVIEW MANAGEMENT SERVICES, INC.
By:
/s/ David L. Zich
Print Name:
David L. Zich
Title:
President

EX - 99 . 3 4 dex993 . htm CLOSING MECHANICS MEMORANDUM . Closing Mechanics Memorandum . Exhibit 99 . 3 PLEASE REPLY TO CLEARWATER FILE NO . 09045 . 87938 June 27 , 2005 VIA EMAIL MEMORANDUM TO : Jim Harris , Jack Nohren FROM : Michael T . Cronin , Esq . RE : Closing Mechanics The purpose of this memorandum is to set forth the mechanics and procedures relating to the Stock Acquisition Agreements by and between Desertview Management Services , Inc . ( " Desertview " ) , Numera Software Corporation ( " Numera " ) , and Innova Pure Water , Inc . ( " Innova " ) . My understanding is the board of directors of each of these respective companies have approved each of the Stock Purchase Agreements . The parties have provided each other the relevant disclosure schedules and related closing documents . The only open issue , as I understanding it , relates to the mechanics of securing the shareholder consents through the Stock Purchase Agreements . The following set forth my understandings : • I will instruct Continental Stock Transfer & Trust Company , as the transfer agent , to issue the certificates to each of the shareholders of Numera and Desertview pursuant to Excel spreadsheets Jim forwarded to me . • The certificates will be held in escrow by me pending receipt of the shareholders consent / investment representation letter . • When the consent / investment representation letters are received for at least 51 % of the outstanding shares for each of Numera and Desertview , the applicable certificates will be sent to Jim for distribution . J OHNSON , P OPE , B OKOR , R UPPEL & B URNS , LLP ATTORNEYS AND COUNSELLORS AT LAW June 27 , 2005 Page 2 • If less than 100 % of the consents are obtained , Innova reserves the right to effectuate a short form merger so that each of the entities are 100 % wholly owned subsidiaries . • The parties shall have 30 days in which to obtain the minimum level of consents - i . e . 51 % of the outstanding shares of each of Numera and Desertview . • The parties will set Monday , June 27 , 2005 , as the effective closing date of the applicable agreements , subject to the terms and conditions of this memo . If the above accurately reflects each of your understandings , please execute on behalf of each of the entities indicated below . INNOVA PURE WATER , INC . NUMERA SOFTWARE CORPORATION By : / s / John Nohren By : / s / James A. Arnold, II Print Name : John Nohren Print Name : James A. Arnold, II Title : Chairman Title : President DESERTVIEW MANAGEMENT SERVICES , INC . By : / s / David L . Zich Print Name : David L . Zich Title : President