AGREEMENT FOR
SALE & PURCHASE OF SHARES
THIS AGREEMENT is made the 5th
day of July, 2012
| BETWEEN: |
XXXXXXX XXXXX XXXXXX of 00 Xxxxxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxxxx Xxxxxx, XXX 0000 |
| |
(“Vendor"
and “Director”) |
| AND: |
NOVAGEN SOLAR INC of 000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx
of America |
| |
("the Purchaser") |
RECITALS:
| A. | Y
ENGINE DEVELOPMENTS
PTY LTD A.C.N. 158
975 958 (“the
Company”)
is the propriety
company of which the
issued share capital
comprises 1 (one) ordinary
share. |
| B. | The
Vendor is the registered
registered holder of
the issued share of
the Company (“Share”).
|
| C. | The
Vendor has offered
to sell the Share and
the Purchaser has agreed
to purchase the Share
from the Vendor upon
the terms and conditions
set out in this Agreement. |
OPERATIVE
PROVISIONS:
| 1. | DEFINITIONS
AND INTERPRETATION |
In this Agreement unless otherwise
provided or unless there is something in the subject matter or context inconsistent therewith the expressions following have the
definitions or meanings hereinafter respectively provided:
| (a) | "this
Agreement"
means this
Agreement and
any other agreement
expressed to
be supplemental
to this Agreement
and all amendments
to any such document; |
| (b) | "Business
Day"
means any day
which is not
a Saturday Sunday
or public holiday
in Brisbane; |
| (c) | "Completion"
means completion
of the sale and
purchase of the
Land; |
| (d) | “Consideration"
means the allotment
to the Vendor
of 1(one) share
in the Purchaser; |
| (e) | "Date
for Completion"
means the
Business Day
which is 71 days
after date of
execution of
this Agreement
or such earlier
date which is
agreed by the
parties hereto; |
| (f) | "month"
means a calendar
month; |
| (g) | “writing”
includes
printing typing
lithography and
other modes of
reproducing words
in a visible
form and "written"
has a corresponding
meaning. |
| (a) | Every
agreement or
obligation expressed
or implied in
this Agreement
by which two
or more persons
agree or are
bound shall (except
where otherwise
expressly stated)
bind such persons
jointly and each
of them severally
and every provision
expressed or
implied in this
Agreement which
applies to two
or more persons
shall (except
where otherwise
expressly stated)
apply to such
persons jointly
and each of them
severally. |
| (b) | Words
denoting the
singular number
only shall include
the plural and
vice versa. Words
importing the
masculine or
neuter gender
include all other
genders. |
| (c) | The
headings in this
Agreement are
included for
convenience only
and shall not
affect the construction
of this Agreement. |
| (d) | Reference
to statutes (whether
particular reference
to sections or
generally) includes
all statutes
amending or consolidating
or replacing
the statutes
referred to. |
| (e) | The
expression "$"
or "dollars"
means Australian
dollars. |
On execution of this Agreement by all
parties it is agreed by them that the Vendor shall sell to the Purchaser and the Purchaser shall purchase from the Vendor the
Share free from all encumbrances for the Consideration and upon the terms and conditions set out in this Agreement.
| 3. | MANNER
OF PROVISION OF CONSIDERATION |
| 3.1 | On
Completion the Consideration
shall be provided
to the respective
Vendor in the manner
as the Vendors solicitor
shall in writing direct. |
| 4. | SUBMISSION
OF DOCUMENTS AND FURTHER
ASSURANCES |
| 4.1 | The Purchaser
shall prior to the Date for Completion and within such reasonable
time as may allow Completion in terms of this Agreement deliver to
the Vendors’ solicitors share transfers for the Shares and
other documents requiring execution by the Vendors. |
| 4.2 | Subject
to provision to them of the Consideration on or before the Date for
Completion the Vendor shall otherwise do all such acts and things
and sign seal execute and perfect all such further or other documents
conveyances and assurances as may be required for more perfectly
securing title to the Share to the Purchaser. |
| 4.3 | The Vendor
agrees they will not cause the termination of any Director or the
appointment of any person as a director or officer of the Company
prior to Completion. |
| 4.4 | Each of
the Directors agrees to retain their position and office as Director
and where applicable secretary of Company until Completion. |
| 5. | SETTLEMENT
ARRANGEMENTS AND STATUTORY
RESPONSIBILITIES OF
THE COMPANY |
| 5.1 | Provided
that the Purchaser shall have
otherwise observed and performed
all the agreements and provisions
herein contained and on the part
of the Purchaser to be observed
and performed and upon provision
of Consideration being made in
accordance with the provisions
of clause 3.1 the Vendor will
at Completion: |
| (a) | Deliver
to the Purchaser properly
executed transfers of the
Share in registrable form
in favour of the Purchaser;
|
| (b) | Deliver
to the Purchaser the share
certificate relating to
the Share (free from all
encumbrances) provided
that if there is no share
certificate issued in respect
of the Share or if any
share certificate has been
lost or destroyed the Purchaser
will accept a statutory
declaration by the secretary
of the Company that no
certificate has been issued
or a statutory declaration
from the Vendor that the
certificate has been lost
or destroyed (stating the
circumstances thereof so
far as the same are known
to the Vendor) and the
contents of any such declaration
shall be deemed to be warranties
given by the Vendor in
favour of the Purchaser;
|
| (c) | Deliver
to the Purchaser all such
other documents as shall
be reasonably necessary
to transfer to and vest
the Share in the Purchaser. |
| 6.1 | The
Vendor and Director warrants
and covenants with the Purchaser
that: |
| (a) | the
Share has been validly
issued and fully paid up; |
| (b) | the
Share is not now and will
not before Completion be
subject to any lien, encumbrance
or call; |
| (c) | the
Vendor is now and will
at all times before Completion
be the beneficial owner
of the Share and have the
full and unrestricted right
and power to sell the same
pursuant to this Agreement; |
| (d) | the
Vendor is entitled to and
competent to sell and transfer
the Share; |
| (e) | no
person has at the date
of this Agreement or will
have at any time before
Completion an option to
purchase the Share and
any person having any pre-emptive
rights to purchase the
Share or any of them shall
have waived such right; |
| (f) | the
Share is not the subject
of any current, threatened
or foreshadowed litigation,
claim, proceeding or prosecution; |
| (g) | the
Vendor and Director has
power to enter into and
perform this Agreement. |
| 7. | MUTUAL
INDEMNITIES & RELEASES
AND SUBSTITUTIONS OF
GUARANTEES |
| 7.1 | The
Vendor and Director covenants
with the Purchaser to indemnify
and hold indemnified the Purchaser
from and against all losses,
damages, claims, demands, actions,
judgements, costs and expenses
reasonably and lawfully suffered
or incurred by the Purchaser
by reason of the breach of any
warranty hereby given or by
reason of the failure of the
Vendor and Director to observe,
perform and fulfil obligations
under this Agreement. |
| 7.2 | The
Purchaser covenants with the
Vendor that the Purchaser shall
indemnify and hold indemnified
the Vendor from and against
all losses damages claims demands
actions judgments costs and
expenses reasonably and lawfully
suffered or incurred by the
Vendor by reason of the failure
of the Purchaser to observe
and fulfil its obligations under
this Agreement. |
| 7.3 | The
Vendor and Director shall procure
and the Purchaser shall obtain
the benefit of release of any
Guarantee of the Company’s
performance of any contract or
arrangement by any party holding
entitlement under such Guarantee
and if required by the releasing
party the Vendor and Director
shall substitute or cause to
be substituted guarantees by
any person or entity other than
the Company or the Purchaser
in place of those released. |
Each party shall notwithstanding
Completion execute and do or cause to be executed and done all such further acts and things as shall be necessary to fulfil their
respective obligations under this Agreement.
If it be considered on a reasonable
basis that at any time prior to Completion any representation or warranty on the part of the Vendor was or is or shall be materially
incorrect the Purchaser may in addition to and without prejudice to any other remedy available to the Purchaser at law or in equity
by notice in writing to the Vendor stating that it is given pursuant to this clause terminate this Agreement in which case no
party shall be under any further obligation to any other pursuant to this Agreement.
| 10.1 | Any
notice demand consent
in writing or other
communication requiring
to be given or made
under or pursuant
to this Agreement
shall be deemed to
have been duly given
or made when delivered
in writing or sent
by post facsimile
transmission or telex
to the party to which
such notice demand
consent or other
communication is
required or permitted
to be given or made
under this Agreement
at the following
addresses: |
| |
the Vendor: |
c/- 00 Xxxxxxxxxxxxx Xxxxxx Xxxx, |
| |
|
XXXXXXXXX XXXXXX XXX 0000 |
| |
|
|
| |
the Director: |
c/- 00 Xxxxxxxxxxxxx Xxxxxx Xxxx, |
| |
|
XXXXXXXXX XXXXXX XXX 0000 |
| |
|
|
| |
the Purchaser: |
c/- Xxxxx 0, |
| |
|
00 Xxxxx Xxxxxx, |
| |
|
XXXXXXXXX XXX 0000 |
or at such other addresses as may from
time to time be notified by the relevant party to the other or others for the purpose of this clause.
| 10.2 | Any
notice, demand, consent
in writing or other
communication sent
by post shall be deemed
to have been served
on the second Business
Day after the date
of posting and if
sent by telex shall
be deemed to have
been given or made
on receipt by the
sender of the receiver’s
answer back code after
transmission of the
substance of the communication
and if sent by facsimile
transmission shall
be deemed to have
been given or made
upon receipt by the
sender of an acknowledgement
or transmission report
generated by the machine
from which the facsimile
was sent indicating
that the facsimile
was sent in its entirety
to the recipient’s
facsimile number PROVIDED
ALWAYS that a notice
or other communication
is served by hand
or is received by
telex or facsimile
on a day which is
not a Business Day
or after 5:00 p.m.
on any Business Day,
such notice or communication
shall be deemed to
be duly received by
the recipient at 9:00
a.m. on the next following
Business Day. |
| 10.3 | In
addition and without
prejudice to any mode
of delivery or service
authorised by this
clause any notice,
demand, consent in
writing or other communication
requiring to be given
or made to any corporate
party under or pursuant
to this Agreement
shall be deemed to
have been duly served
when delivered or
transmitted in writing
to any director or
secretary of the party
as the case may be. |
| 10.4 | Any
notice demand consent
in writing or other
communication requiring
to be given or made
pursuant to this Agreement
shall be sufficient
if; |
| (a) | In
the case of the
Vendor it shall
be under the
hand of the Vendor
or the solicitors
for the Vendor; |
| (b) | In
the case of the
Director it shall
be under the
hand of the Director
or the solicitors
for the Director; |
| (c) | In
the case of the
Purchaser it
shall be under
the hand of the
authorised representative
of the Purchaser
or the solicitors
for the Purchaser. |
| 11. | LEGAL
FEES AND OTHER COSTS |
| 11.1 | Purchaser
shall bear all legal
costs of and incidental
to the preparation
and execution of this
Agreement and of all
documents required
to be signed pursuant
to the provisions
of this Agreement. |
| 11.2 | Any
stamp duties wherever
assessed payable on
this Agreement or
on any documents executed
pursuant to these
provisions or in respect
of any transaction
evidenced by or undertaken
pursuant to this Agreement
shall be borne and
paid by the Purchaser
and any party paying
the same may recover
as a debt the amount
thereof from the party
required by this Agreement
to pay the same. |
No party to this Agreement shall unless
compelled by law so to do make any public statement or disclose information of or concerning any of the matters evidenced by this
Agreement without the approval in writing of the other party.
If the Purchaser fails to provide the
Consideration at Completion or otherwise fails to comply with any of the terms of this Agreement then the Vendors in addition
to any other right which may be conferred upon them pursuant to this Agreement or at law or at equity may:
| (a) | terminate the contract, declare
the deposit forfeited and xxx for damages; or |
| (b) | affirm the Contract and xxx
the Purchaser for specific performance of the Contract and
damages in addition to or instead of damages for breach. |
This Agreement constitutes the sole
and entire agreement between the parties relating to the sale of the Land and purchase of Shares and no representations or terms
of any nature not contained in this Agreement shall be of any force unless they are reduced to writing and executed by all parties
and are expressed to be in modification of this Agreement.
| 15. | GOVERNING
LAW AND JURISDICTION |
| 15.1 | The
Laws applicable in
Queensland and Australia
govern this Agreement. |
| 15.2 | The
parties hereto submit
to the non-exclusive
jurisdiction of the
Courts and Tribunals
of Queensland and
Australia and any
Courts competent
to hear appeals from
those courts and/or
Tribunals. |
EXECUTED as an Agreement.
/s/
Xxxxxxx Xxxxxx
Signature
of VENDOR
Date:
5/07/2012
XXXXXXX XXXXX
XXXXXX
/s/
Xxxx Xxxxxx
WITNESSED
(by a person
not party to this Deed)
Xxxx
Xxxxxx
Name
of Witness
(Block
letters)
Date:
5/07/2012
|
|
/s/
Xxxxxxx Xxxxxx
Signature
of DIRECTOR
Date:
5/07/2012
XXXXXXX XXXXX
XXXXXX
/s/
Xxx XxXxxxxxxx
WITNESSED
(by a person
not party to this Deed)
Xxx
XxXxxxxxxx
Name
of Witness
(Block
letters)
Date:
5/07/2012
|
By NOVAGEN SOLAR INC of 000
Xxxx Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx of America in accordance with its Constitution
|
)
)
)
)
)
) |
/s/ Xxxxxxx Xxxxxx-Xxxxx
/s/ Xxxxxxx Xxxxxx |
