ROYALTY AGREEMENT
This Deed is dated for reference as of
the 27 day of February, 2014,
BETWEEN:
|
WARATAH INVESTMENTS LIMITED, a Ghanaian corporation with an address
at 00 Xxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx |
AND:
|
KENDERES BIOGAZ TERMELO
KORLATOLT FELELOSSEGU TARASAG,
a Hungarian corporation with an address at 5331 Xxxxxxxx, 0000/0, Xxxxxxx |
WHEREAS:
A. |
Waratah Capital Limited (“WCL”)
previously entered into a royalty deed (the “Previous Deed”) with
International Eco Endeavors Corp. (“Eco”) dated June 1, 2012; |
X. |
Xxxxxxxx is an indirect wholly-owned subsidiary
of Eco; |
C. |
WIL and WCL are affiliate corporations by virtue
of the fact that they are controlled by the same sole shareholder; |
X. |
Xxxxxxxx has entered an amalgamation agreement dated June 13, 2013, as amended (the “Amalgamation
Agreement”), with Blox, Inc. (formerly known as Xxxx Resources, Inc.),
Ourco Capital Ltd., Kenderesh Endeavors Corp. and Eco whereby, it is a closing
condition to the transactions contemplated by the Amalgamation Agreement that
the parties terminate the Previous Deed and enter into this Deed; |
E. |
WCL and Eco have entered into an agreement to
terminate the Previous Deed; and |
F. |
In consideration for the termination of the
Previous Deed, for the amounts advanced to date by WIL to ECO, and other
good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged by the parties), Kenderes has
agreed to grant the royalty as provided for in this Deed. |
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NOW
THEREFORE THIS DEED WITNESSES:
ARTICLE 1 – INTERPRETATION
For the purposes of this Deed the
following terms shall have the following meanings:
(a) |
“Kenderes Biogaz Plant” means the biogas plant located in
Budapest, Hungary owned and operated by Kenderes; |
(b) |
“Revenue” means top line revenue, which for the avoidance of any
doubt, shall be interpreted in accordance with International Financial
Reporting Standards; and |
(c) |
“Royalty” means 3% of all Revenue generated from the Kenderes
Biogaz Plant determined and calculated on a quarterly basis throughout each and
every financial year and 1.5% of all other Revenue generated from all other
assets of Kenderes Biogaz other than the Kenderes Biogaz Plant. |
ARTICLE 2- ROYALTY
(a) |
Kenderes agrees to pay WIL the Royalty in perpetuity. |
(b) |
The Royalty shall be payable within 15 days of each financial year in
such manner and to such account as WIL shall nominate in writing to Kenderes. |
(a) |
If WIL shall have any dispute as to the calculation of the
Royalty, the matter shall first be referred to the President of each of the
parties who shall have 14 days to resolve the matter but should they not be
able to resolve the dispute in this time then the dispute shall be referred by
Kenderes to an independent appointed accountant who shall determine the
calculation. |
For the avoidance of doubt, in
calculating the Royalty and for the purpose of the Royalty, Kenderes shall
include in its revenues all revenues receivable by its wholly-owned subsidiaries.
ARTICLE
3 - GENERAL
PROVISIONS
If any provision of this agreement is determined to be invalid or
unenforceable by a court of competent jurisdiction from which no further appeal
lies or is taken, that provision shall be deemed to be severed herefrom, and
the remaining provisions of this agreement shall not be affected thereby and shall remain valid and
enforceable.
- 3 -
Any notice or other writing required or
permitted to be given hereunder or for the purposes hereof to the WIL or Kenderes shall be sufficiently given if delivered personally, or if sent by
prepaid courier or if transmitted by facsimile to such party to the addresses
or fax numbers indicated at the beginning of this agreement, or at such other address or addresses as the party to whom such
notice or other writing is to be given shall have last notified the party
giving the same in the manner provided in this section. Any notice or other
writing delivered personally or by prepaid courier to the party to whom it is
addressed as hereinbefore provided shall be deemed to have been given and received
on the day it is so delivered at such address, provided that if such day is not
a Business Day, then such notice or other writing shall be deemed to have been
given and received on the next Business Day following such day. Any notice or
other writing transmitted by facsimile or other form of recorded communication
shall be deemed to be given and received on the first Business Day after its
transmission.
This agreement may be executed in several counterparts, including by facsimile or
portable document format (“.pdf”), each of which when executed shall be deemed
to be an original and such counterparts together shall be but one and the same
instrument.
Each of the parties to this agreement
shall at the request of any other party, and at the expense of the WIL, execute
and deliver any further documents and do all acts and things as that party may
reasonably require in order to carry out the true intent and meaning of this
agreement.
[Signature page to follow]
IN WITNESS WHEREOF the parties have
signed, sealed and delivered this Royalty Agreement as of the date first
written above.
KENDERES
BIOGAZ TERMELO KORLATOLT FELELOSSEGU TARASAG |
WARATAH INVESTMENTS LIMITED |
Per: |
“signed” |
Per: |
“Xxxxxxxx Xxxxxx”
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Authorized Signatory |
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Authorized Signatory |
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Xxxxxxxx Xxxxxx |