AGREEMENT
AGREEMENT
THIS AGREEMENT dated for reference the 25th. day of august, 2010
BETWEEN:
| BARK GROUP INC., a Nevada corporation | ||
| (the “Company”) | ||
| OF THE FIRST PART | ||
| AND: | ||
| BARK CORPORATION A/S, a Danish corporation, | ||
| (“Bark Corporation”) | ||
| OF THE SECOND PART | ||
| AND: | ||
| Xxxx Xxxxxxxxx | ||
| (“XXXX”) | ||
| OF THE THIRD PART | ||
| AND: | ||
| Sapiens Alliance Ltd | ||
| (“Sapiens”) | ||
| OF THE FOURTH PART | ||
WHEREAS:
A. Bark Corporation acquired a 51% interest in Xxxxxxxx.xx GmbH, a television production company incorporated in Munich, Germany (“Anaconda”) effective January 22, 2010 from Bark Holding Ltd. (“Bark Holding”) in consideration of the issue of an aggregate of 14,000,000 shares of the common stock of the Company to Svane, as to 7,000,000 shares, and Xxxx Xxxxxxxxx, as to 7,000,000 shares.
B. Anaconda has failed to deliver to Bark Corporation and the Company audited financial statements of Anaconda for the year ended December 31, 2009 in the manner that Anaconda had represented that it would deliver.
C. As audited financial statements of Anaconda have not been delivered, Bark Corporation has determined to reduce its ownership interest in Anaconda to a 0% interest by way of a sale of a the remaining ownership of 25.5% interest in Anaconda to Xxxx.
D. Rene has agreed to sell, transfer and surrender the 7,000,000 shares of the Company issued to him as consideration of the sale to him of the 25.5% interest in Anaconda.
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein, and the payment of $1.00 made by each party to the other, the receipt and sufficiency of which is acknowledged by each party, the parties, intending to be legally bound, covenant and agree as follows:
1. Definitions
1.1 The following terms will have the following meanings for the purposes of this Agreement:
“Anaconda” has the meaning provided in the recitals to this Agreement;
“Anaconda Interest” means a 25.5% interest in Anaconda, representing one-half of the interest in Anaconda acquired by Bark Corporation on March 31, 2010; and
“XXXX Shares” means 7,000,000 shares of common stock of the Company issued to XXXX in connection with the acquisition by a 51% interest in Anaconda.
2. Purchase and Sale of Anaconda Interest
2.1 In consideration of the sale, transfer and surrender of the XXXX Shares in accordance with Section 3.1 of this Agreement, Bark Corporation hereby agrees to sell, assign and transfer to XXXX the Anaconda Interest free and clear of all liens, charges, security interests and encumbrances, which Anaconda Interest will be held subject to the option provided for in Section 4.1 of this Agreement.
3. Surrender of XXXX Shares
3.1 In consideration for the transfer of the Anaconda Interest by Bark Corporation to XXXX, XXXX hereby agrees to sell, transfer and assign to Bark Corporation the XXXX Shares free and clear of all liens, charges, security interests and encumbrances.
3.2 XXXX represents and warranties that he is the legal and beneficial owner of the XXXX Shares free and clear of all liens, charges, security interests and encumbrances and has full right, title and authority to sell, transfer and surrender the XXXX Shares in the manner contemplated by this Agreement.
3.3 In order to give effect to the transfer of the XXXX Shares in accordance with Section 3.1, XXXX will forthwith upon execution of this Agreement surrender the share certificate representing the XXXX Shares to Bark Corporation for cancellation, which share certificate will be endorsed for transfer in the manner required by the transfer agent for the Company such that the XXXX Shares may be cancelled.
3.4 To the extent that the XXXX Shares are registered in the name of Sapiens LTD and XXXX will execute all instruments of transfer and other documentation as required to give effect to this Agreement and cancellation of the XXXX Shares.
4. Miscellaneous
4.1 This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein.
4.2 The parties agree that the purchase and sale of the Anaconda Interest and the surrender of the XXXX Shares will be effective August 25, 2010, notwithstanding that date that the corporate records of Anaconda and the Company are updated to reflect the transfers.
4.3 Each party hereto agrees to execute and complete such transfers, assignments and surrenders of shares and otherwise take such further actions as required to give effect to the above agreements.
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4.4 This Agreement may be executed in any number of counterparts, in original form or by electronic facsimile, with the same effect as if all parties to this Agreement had signed the same document and all counterparts will be construed together and constitute one and the same document.
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4.5 Each of the Principal Shareholders acknowledges having the opportunity and receiving the recommendation to obtain independent legal advice in connection with execution of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.
Per: /s/ Bent
Helvang
Authorized Signatory
Bent
Helvang - Secretary
Name and Title
BARK CORPORATION A/S.
Per:
/s/ Bent
Helvang
Authorized
Signatory
SAPIENS ALLIANCE LTD.
Per: /s/ Xxxx
Xxxxxxxxx
Authorized Signatory
Xxxx
Xxxxxxxxx/Owner
Name and Title
Xxxx
Xxxxxxxxx:
/s/ Xxxx
Xxxxxxxxx
