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22. Matrix International, Ltd. [formerly named Maxima Holding Company, LLC], owner of all those aforementioned shares of Purewater, which amounted to a control position in Purewater, and with the confidence of that planned irrevocable power to transfer shares reserved only to the ad hoc Corporate Counsel, Donald J. Shaw, ESQ, by irrevocable corporate resolution, kin good faith, transferred possession of those shares [311,112,224] to Defendant, John Schmitz, reserving only those shares [80,000,000] actually held in Trust for past-directors Roberts and Shaw, free of any requested payment to Matrix, whatsoever, except for payment of a personal storage claim of Charles Roberts for his personal storage, shipping and handling of corporate records which was mutually agreed to be an amount of $15,000.
23. Matrix, by it's Board of Directors, decided that it was in the best interest of Purewater and it's Shareholders, including Roberts and Shaw, to cautiously join with Defendant, John Schmitz, and assist him in his plans and oversee his actions concerning the involvement of Purewater, being fully convinced that the necessary irrevocable ad hoc Attorney Opinion Letter would prevent any action by Schmitz without the consent of Matrix which held the controlling vote of Purewater. However, Defendant John Schmitz, then requested the balance of those eighty million (80,000,000) shares held in Trust for Roberts and Shaw on the premise that these too would be necessary to satisfy "other investors".
24. It was orally agreed that if Purewater could be properly used as a "public shell" to structure a viable merger and establish an effective entity, then Matrix would provide a proper Opinion Letter from ad hoc counsel, Donald J. Shaw, and, upon reaching a market price of two dollars ($2.00US) per share, or with an irrevocable guarantee, Matrix would surrender that remaining eighty million (80,000,000) Purewater shares, also with that proper Opinion Letter, to Schmitz's direction, conditioned upon delivery of one-million (1,000,000) shares of the new entity to each Roberts and Shaw as compensation for their vested interests. |
