Dated 2005
Cognitronics Corporation
Xxxxxxx Xxxxxxxx
and
Silbury 307 Limited
Share Sale Agreement
Dacon Electronics PLC
DATE 2005
PARTIES
(1) Cognitronics Corporation of 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx
00000, XXX ("Cognitronics");
(2) Xxxxxxx Xxxxxxxx of 0X Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America;
(together "the Vendors") and
(3) Silbury 307 Limited (Company number 05620313) of Xxxxx Xxxxx, Xxxx
Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxxxxxx, XX0 0XX ("the Purchaser")
OPERATIVE PROVISIONS
1 Interpretation
1.1 The following words and expressions shall have the following meanings
unless they are inconsistent with the context:
CA: Companies Xxx 0000
Companies Acts: CA, the former Companies Acts (within the meaning of CA
s735(1)) and the Companies Xxx 0000
Company: Dacon Electronics Plc (company number 02542776)
Completion: completion of the sale and purchase of the Shares in accordance
with this agreement
Consideration: the amount to be paid as consideration for the Shares being
the Provisional
Consideration and Deferred Consideration
Deferred Consideration: the US$150,000 and interest thereon to be paid in
instalments by the Purchaser to Cognitronics pursuant to the Loan
Agreement
Encumbrance: any option, trust, power of sale, title retention,
pre-emption right, right of first refusal, mortgage, lien, pledge,
charge (fixed or floating), assignment by way of security,
hypothecation or other security interest or other right, claim
or interest, whether legal or equitable, of any third party (or
an agreement or commitment to create any of them)
Loan Agreement: the Loan Agreement in agreed form between the Purchaser and
the Cognitronics to be delivered at Completion
ICTA: Income and Corporation Taxes Xxx 0000
Provisional Consideration: US$150,000
Shares: the 252,000 Ordinary Shares of UK Pound 1.oo each of the
Company registered in the names of the Vendors
Taxation: all forms of taxation, National Insurance, duties, imposts and
levies whatsoever, and wherever or whenever imposed
Warranties: the warranties and representations by the Vendors in clause 4
and schedule 2.
1.2 The headings in this agreement are inserted for convenience only and
shall not affect its construction.
1.3 Unless the context otherwise requires:
1.3.1 words denoting the singular shall include the plural and vice versa;
1.3.2 references to any gender shall include all other genders; and
1.3.3 references to persons shall include bodies corporate, unincorporated
associations and partnerships in each case whether or not having a
separate legal personality
1.4 References to recitals, schedules and clauses are to recitals,
schedules and clauses of this agreement unless otherwise specified
and references within a schedule to paragraphs are to paragraphs of
that schedule unless otherwise specified.
1.5 References in this agreement to any statutory provision include a reference
to that statutory provision as amended, extended, consolidated or
replaced from time to time (whether before or after the date of this
agreement) and include any order, regulation, instrument or other
subordinate legislation made under the relevant statutory provision.
1.6 Any reference to "writing" or "written" includes faxes and any non-
transitory form of visible reproduction of words (but not e-mail).
1.7 Where a party to this agreement comprises two or more persons, any
agreement, covenant, representation, warranty, undertaking or liability
shall be deemed to be made or given by such persons jointly and severally
and all references to the said party shall take effect as references to
any of such persons. This agreement shall not be revoked or impaired as
to any of such persons by the death, incapacity or insolvency of any other.
1.8 A document "in the agreed terms" is a reference to the form of the draft
initialled for the purposes of identification on behalf of the parties.
2 Sale and purchase
2.1 The Vendors will sell and the Purchaser will buy the Shares for the
Consideration and subject to the terms of this agreement.
2.2 The Shares shall be sold with full title guarantee and with all rights
attaching to them with effect from Completion.
2.3 The Vendors hereby waive any right of pre-emption or other restriction
on transfer in respect of the Shares (or any of them) conferred on them
under the articles of association of the Company or otherwise.
3 Completion
3.1 Completion shall take place at the registered office of the Company
(or at such other place as the parties shall mutually agree) on the
date of this agreement.
3.2 The Vendors shall deliver to the Purchaser:
3.2.1 duly completed and signed transfers in favour of the Purchaser
of the Shares together with the relative share certificates;
3.2.2 resignations of the officers of the Company from their positions
(as specified by the Purchaser prior to Completion) in such form as
the Purchaser shall require;
3.2.3 forms to amend the mandates given by the Company to its bankers; and
3.3 Upon completion of the matters referred to in clause 3.2 the Purchaser
shall:
3.3.1 pay the Provisional Consideration by paying US$150,000 in cash to
Cognitronics; and
3.3.2 deliver to the Vendors the Loan Agreement signed on behalf of the
Purchaser
4 Warranties
4.1 The Vendors warrant to the Purchaser that as at the date of this
agreement the Vendors have not sought to make any management charges
to the Company or entered into any agreement with any third party on
behalf of the Company to provide management services.
4.2 The Vendors warrant to the Purchaser that as at the date of this agreement
there are no agreements or arrangements in force, other than this agreement,
which grant to any person the right to call for the issue, allotment or
transfer of any share or loan capital of the Company.
4.3 The Vendors warrant to the Purchaser to the best of their knowledge and
belief, but subject to the knowledge of the Purchaser, that the Warranties
contained in schedule 2 are as at the date of this agreement true and
accurate in all respects of the Company.
4.4 Each of the Warranties is without prejudice to any other warranty or
undertaking and except where expressly stated no clause contained in
this agreement governs or limits the extent or application of any
other clause.
4.5 The rights and remedies of the Purchaser in respect of any breach of
the Warranties shall not be affected by completion of the purchase of the
Shares, by any failure to exercise or delay in exercising any right or
remedy or by any other event or matter whatsoever, except a specific and
duly authorised written waiver or release.
4.6 The liability of the Vendors for all claims made pursuant to this
agreement when taken together shall not exceed the Consideration.
4.7 The Vendors shall not be liable for a claim unless the amount of all
claims when taken together exceed US$10,000 in which case the whole amount
(and not just the amount by which the limit in this clause is exceeded) is
recoverable by the Purchaser.
4.8 The Vendors are not liable for a claim unless the Purchaser has given the
Vendors notice in writing of the claim specifying in reasonable detail the
nature of the claim within the period of three years beginning with the
date of this agreement.
4.9 Nothing in this clause applies to a claim that arises or is delayed as a
result of dishonesty, fraud, wilful misconduct or wilful concealment by
the Vendors.
5 Further Assurance
Each party shall at its own cost from time to time (both during the
continuance of this agreement and after its termination) do all such
acts and execute all such documents as may be reasonably necessary in
order to give effect to the provisions of this agreement.
6 Assignment
6.1 No party shall be entitled to assign this agreement nor all or any of its
rights or obligations hereunder without the prior written consent of the
other parties.
6.2 This agreement shall be binding upon each party's successors and assigns
and personal representatives (as the case may be).
7 Entire agreement
7.1 This agreement together with any documents referred to in it constitute
the whole and only agreement between the parties relating to the subject
matter and supersedes and extinguishes any prior drafts, previous
agreements, undertakings, representations, warranties and arrangements
of any nature whatsoever, whether or not in writing, between the parties
in connection with the subject matter.
7.2 Nothing in this agreement or in any other document referred to in it shall
be read or construed as excluding any liability or remedy as a result of fraud.
8 Remedies
The rights of any person under this agreement are independent, cumulative
and without prejudice to all other rights available to it whether as a
matter of common law, statute, custom or otherwise.
9 Waiver & variation
9.1 The waiver by any party of a breach or default of any of the provisions of
this agreement by any other party shall not be construed as a waiver of any
succeeding breach of the same or other provisions.
9.2 No delay or omission on the part of any party to exercise or avail itself
of any right power or privilege that it has or may have hereunder shall
operate as a waiver of any breach or default by any other party.
9.3 This agreement shall not be varied or cancelled, unless the variation or
cancellation is expressly agreed in writing by each party.
10 Costs
Each party shall bear its own costs of and incidental to the preparation
or execution of this agreement.
11 Notices
11.1 Any notice to be given under this agreement shall be in writing and
shall be;
11.1.1 delivered personally, or
11.1.2 sent by fax, or
11.1.3 sent by special delivery post (airmail if overseas), or
11.1.4 sent by express courier.
11.2 The address for service of each party is (in the case of a company)
its registered office and (in the case of a natural person) his address
stated above or any other address for service previously notified to the
other parties.
11.3 The fax number for the Vendors to serve notice on the Purchaser is
x00 (0)0000 000 000 or any other fax number for service previously
notified to the other parties.
11.4 The fax number for the Purchaser to serve notice on the Vendors is
000 000 000 0000 or any other fax number for service previously notified
to the other parties.
11.5 A notice is deemed to have been served as follows:
11.5.1 if personally delivered, at the time of delivery;
11.5.2 if sent by special delivery or express courier, on receipt
by the addressee; or
11.5.3 in the case of fax, at the time of transmission.
11.6 To prove service, it is sufficient to prove that the notice was
transmitted by fax to the fax number of the party, or in the case
of post or express courier, that the envelope containing the notice
was properly addressed and posted or given to the express courier.
12 Counterparts
This agreement may be executed in more than one counterpart and shall come
into force once each party has executed such a counterpart in identical form
and exchanged the same with the other parties.
13 Invalidity
13.1 Each of the provisions of this agreement is severable.
13.2 If any provision is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, the legality,
validity or enforceability in that jurisdiction of the remaining
provisions of this agreement shall not in any way be affected or
impaired thereby.
14 Agreement to continue in full force and effect
This agreement together with any documents referred to in it shall, to the
extent that they remain to be performed, continue in full force and effect
notwithstanding completion.
15 Announcements
Except as required by law or the requirements of any recognised stock
exchange or regulatory authority, no party shall make any press or other
public announcement concerning any aspect of this agreement without first
obtaining the agreement of all other parties to the text of that announcement.
16 Confidentiality
16.1 Each of the parties undertakes to keep confidential all information
(written or oral) concerning the business and affairs of the Company
and the other parties except where:
16.1.1 required by law or the requirements of any recognised
stock exchange or regulatory authority; or
16.1.2 such information is in the public domain other than as a
result of a breach of this clause.
16.2 Each of the parties undertakes to take all such steps as shall from
time to time be necessary to ensure compliance with the provisions
of this clause by its employees agents and sub-contractors.
17 Third party rights
Save as expressly provided nothing in this agreement is intended to confer on
any person any right to enforce any term of this agreement which that person
would not have had but for the Contracts (Rights of Third Parties) Xxx 0000.
18 Governing law & jurisdiction
This agreement shall be governed by and construed in accordance with English
law and the parties irrevocably submit to the exclusive jurisdiction of the
courts of England & Wales for all purposes connected with it.
As witness the hands of the parties to this agreement or their duly
authorised representatives on the date stated on the first page
Schedule 1
Details of the Company
Name Dacon Electronics Plc
Company's registration number 02542776
Registered office 0 Xxxxxxxxxx Xxx,
Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx
XX0 0XX
Authorised share capital UK Pound252,000.00
Amount 252,000 Shares of
UK Pound 1.00 each
Divided into
Issued share capital 252,000 Shares of
UK Pound 1.00 each
Registered shareholders Cognitronics Corp of
00 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xx 00000-0000 and
Xxxxxxx Xxxxxxxx of 0X Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
Directors Xxxxx Xxxxx Xxxxxx
00 Xxxx Xxxxx Xxxx
Xxx Xxxxxx
Xxxxxxxxxxx
00000
XXX
Xxxxxx Xxxxxxxxx Xxxxx
00 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxx
00000
XXX
Xxx Xxxxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxx
XX0 0XX
Xxxxxxx Xxxxxxxx
0X Xxxxx Xxxx
Xxxxxxx
Xxxxxxxxxxx
00000
XXX
Secretary Xxxxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx Xxxxxxx
Xxxxxxxx Xxx
Xxxxx Xxxxxxxxx
Xxxxxxxxxxxxx
XX0 0XX
Schedule 2
Warranties
1 Corporate matters
1.1 The information relating to the Company contained in schedule 1
is true and complete in all respects.
1.2 The Shares are fully paid up and constitute the whole of the
issued and allotted share capital of the Company.
1.3 The Vendors are the legal and beneficial owners of the Shares.
1.4 The Shares are free from all Encumbrances.
Signed by
on behalf of Cognitronics Corp in the presence
of:
Witness Signature
Witness Name
Address
Signed by Xxxxxxx Xxxxxxxx in the presence of:
Witness Signature
Witness Name
Address
Signed by
on behalf of Silbury 307 Limited in the presence
of:
Witness Signature
Witness Name
Address
2
Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxxx
Xxxxxx Xxxxxx XX0 0XX
Tel : (01908) 668555
Fax: (01908) 685085
xxx.xxxxxxxx.xxx
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Share Sale Agreement 04 (clean) 1
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