Contract
Exhibit 10.6
Dated this 30th day of
December 2009
BETWEEN
GREAT
EAST PACKAGING INTERNATIONAL LIMITED
(the
“Grantor”)
and
GREAT
EAST PACKAGING HOLDINGS LIMITED
(the
“Grantee”)
**************************************************************
in
respect of 9,638,769 ordinary shares of
GREAT
EAST PACKAGING INTERNATIONAL LIMITED
***************************************************************
THIS OPTION AGREEMENT is made
on the 30th day of December 2009
BETWEEN
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1.
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GREAT EAST PACKAGING
INTERNATIONAL LIMITED, a company incorporated under the laws of the
British Virgin Islands whose registered office is situate at X.X. Xxx
0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Grantor”);
and
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2.
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GREAT EAST PACKAGING HOLDINGS
LIMITED, a company incorporated under the laws of the British
Virgin Islands whose registered office is situate at X.X. Xxx 0000, Xxxx
Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx (the “Grantee”)
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WHEREAS
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(A)
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The
Grantor is a private company limited by shares incorporated under the laws
of the British Virgin Islands. As at the date hereof, the Grantor has an
authorized share capital of US$10,000,000.00 divided into 10,000,000.00
shares with no par value with one vote for each share, of which 6,425,846
shares have been issued and are fully paid
up.
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(B)
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The
Grantor is desirous of granting the Grantee an option to subscribe the
Option Shares (as defined herein below) from the Grantor, on the terms and
subject to the conditions herein.
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NOW IT IS HEREBY AGREED as
follows:-
1.
Definitions
In this
Agreement, unless there is something in the subject or context inconsistent
therewith:-
1.1 the
following expressions bear the following meanings, namely:-
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“Encumbrances”
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means
any lien, charge, pledge, third party interest or other security or
encumbrance created;
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“GEPI”
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:
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means
Great East Packaging International Limited, a company incorporated in the
British Virgin Islands whose registered office is situate at P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands;
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“Option”
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:
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means
an option to subscribe from the Grantor the Option Shares at the Option
Price to be granted by the Grantor to the Grantee under this
Agreement;
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“Option
Completion”
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:
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means
completion of issue and allotment of the Option Shares from the Grantor to
the Grantee pursuant to Clause 4;
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“Option
Notice”
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:
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means
14 days’ notice in writing given by the Grantee to the Grantor in
exercising the Grantee’s option right to subscribe the Option Shares
hereunder in the form set out in Schedule;
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Option
Period
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:
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means
the period commencing on 1 January 2010 and ending on 31 December 2012 and
any other time to be agreed between the Grantor and the
Grantee;
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“Option
Price”
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:
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means
the consideration of US$1 payable by the
Grantee to the Grantor upon exercise of the Option pursuant to Clause 2;
and
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“Option
Shares”
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:
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means
the 9,638,769 ordinary shares of GEPI to be issued and allotted to the
Grantee .
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1.3
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References
herein to Clauses, Appendices and Schedules are to clauses in, appendices
to and schedules to this Agreement unless the context requires otherwise
and the Appendices and Schedules to this Agreement shall be deemed to form
part of this Agreement.
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1.4
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The
expressions the “Grantor” and the “Grantee” shall, where the context
permits, include their respective successors, personal representatives and
permitted assigns.
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1.5
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The
headings are inserted for convenience only and shall not affect the
construction of this Agreement.
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1.6
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Unless
the context requires otherwise:
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(a)
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words
and expressions importing the singular include the plural and vice
versa;
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(b)
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words
and expressions importing natural persons include corporations and
un-incorporated associations and vice
versa;
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(c)
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words
and expressions importing the masculine gender shall include the feminine
and neuter gender and vice versa.
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1.7
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Words
and expressions defined in the body of this Agreement (including its
schedules) shall have the meanings thereby attributed to them whenever the
context requires.
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2.
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Granting of Option to
Subscribe
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2.1
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In
consideration of the Grantee the sum of US$1 paid by the Grantee
(receipt of which is acknowledged by the Grantor), the Grantor hereby
agree to grant the Grantee an option whereby the Grantee shall have an
option to subscribe the Option Shares in the capital of the Grantor from
the Grantor subject to the terms and conditions of this
Agreement.
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2.2
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Subject
to the terms and conditions of this Agreement, it is agreed that the
option granted herein by the Grantor to the Grantee is freely assignable
and transferable without any
restrictions.
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3.
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Exercise
of the Option right by the
Grantee
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3.1
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This
Option shall be exercisable at any time during the Option Period by giving
at least 14
days’ Option Notice by the Grantee to the Grantor of his intention
to exercise the Option.
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3.2
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Upon
exercise of the Option right by the Grantee in the manner as mentioned in
Clause 3.1, the
Grantor shall, upon receipt of the aforesaid notice from the Grantee,
forthwith issue
and allot free from Encumbrances the Option Shares to the Grantee at the
agreed consideration of the Option Price and completion shall take place
upon expiration of the Option
Notice.
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3.3
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For
avoidance of doubt, if the Grantee shall fail to exercise the Option
during the Option Period, the Option shall be deemed to be ceased and
lapsed absolutely.
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4.
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Option Completion
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4.1
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Location: Subject
as herein provided, Option Completion shall take place at 203 Hankow
Centre, 0-00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx
Xxxx.
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4.2
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Date for Option
Completion: The date for Option Completion shall unless otherwise
agree in writing be the date as specified by the Grantee in the Option
Notice.
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4.3
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Payment of Option Price:
Upon date for Option Completion, the Grantee shall pay to the Grantor the
Option Price by a cashier’s order or solicitors’ cheque drawn in favour of
the Grantor for the sum of US$1 or its equivalent
Hong Kong Dollars at the date of Option
Completion.
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4.4
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Delivery of
Documents: Upon payment of the Option Price as
aforesaid, the Grantee shall be entitled to possession of and the Grantor
shall forthwith deliver a set of (un-dated) instrument of transfer and
contract notes in favour of the Grantee (or such person(s) as may be
nominated by the Grantee) in respect of the Option Shares duly executed by
the Grantor accompanied by the relevant original certificate for the
Option Shares.
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4.6
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No Exercise of the
Option: For avoidance of doubt, if the Grantee fails to exercise
the Option within the Option Period, the Option granted herein shall be
ceased to have any effect and deemed null and void and the Grantee shall
not in such case further claim against the Grantor for any loss or damages
whatsoever and howsoever.
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5.
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Release
and Indulgence
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5.1
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Any
liability to any party hereto may in whole or in part be released,
compounded or compromised or time or indulgence given by that party in
that party’s absolute discretion as regards any other party hereto under
such liability without in any way prejudicing or affecting the first
party’s rights against any other party or parties hereto under the same or
a like liability whether joint and several or
otherwise.
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6.
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Costs
and Expenses
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Costs: The
Grantee shall bear the costs and expenses incurred in the preparation and
execution of this Agreement and other completion documents for Option
Completion.
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7.
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Notices
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7.1
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Addresses: All notices,
demands or other communications required or permitted to be given or made
hereunder shall be in writing and delivered personally or sent by prepaid
registered post or telefax addressed to the intended recipient thereof at
his or its address stated hereinabove (or to such other address or telefax
number as any party may from time to time notify the
others).
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7.2
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Deemed delivery: Any
such notice, demand or communication sent in accordance with Clause 7.1 shall be
deemed to have been duly served (if given or made by telefax) immediately
or (if given or made by letter) two days after posting and in proving the
same it shall be sufficient to show that the envelope containing the same
was duly addressed, stamped and
posted.
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8.
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Previous
Agreements
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8.1
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Entire
Agreement: This Agreement embodies all the terms and
conditions agreed upon between the parties hereto as to the subject matter
of this Agreement and supersedes and cancels in all respects all previous
agreements, arrangements and undertakings, if any, between the parties
with respect to the subject matter hereof, whether such be written or
oral.
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8.2
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Amendments: No amendment
or variation of this Agreement shall be effective unless in writing and
signed by or on behalf of each of the
parties.
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9.
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Remedies
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9.1
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No
remedy conferred by any of the provisions of this Agreement is intended to
be exclusive of any other remedy which is otherwise available at law, in
equity, by statute or otherwise, and each and every other remedy shall be
cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law, in equity, by statute or otherwise.
The election of any one or more of such remedies by any of the parties
hereto shall not constitute a waiver by such party of the right to pursue
any other available remedies.
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10. Severance
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10.1
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If
any provision of this Agreement or part thereof is rendered void, illegal
or unenforceable by any legislation to which it is subject, it shall be
rendered void, illegal or unenforceable to that extent and no
further.
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11.
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Governing
Law and Jurisdiction
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11.1
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Governing Law: This
Agreement shall be governed by and construed in accordance with the laws
of Hong Kong.
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11.2
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Jurisdiction: In
relation to any legal action or proceedings arising out of or in
connection with this Agreement, the parties hereto hereby irrevocably
submit to the non-exclusive jurisdiction of the courts of Hong
Kong.
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SCHEDULE
- NOTICE OF EXERCISING OPTION
To: GREAT
EAST PACKAGING INTERNATIONAL LIMITED (the “Grantor”)
203 Hankow Centre, 0-00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxx
Xxxx
Re: Option
Agreement dated 30 December 2009 (the “Option Agreement”)
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Exercise of Option in
respect of GREAT EAST PACKAGING INTERNATIONAL
LIMITED
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I, the
undersigned, being the Grantee of the Option under the Option Agreement made
between us, hereby give you notice to exercise my Option right to subscribe the
Option Shares from you as Grantor in the manner as set out in the Option
Agreement.
Please
note that pursuant to the Option Agreement, completion shall take place within
14 days from the date of this notice i.e. on
__________________(“Completion”).
Dated
this____day of______, 20__ .
Signed
by:
___________________________
(the
Grantee of the Option)
c.c. The
Board of Directors,
GREAT EAST PACKAGING INTERNATIONAL
LIMITED,
IN WITNESS whereof the parties
hereto have executed this Agreement on the day and year first above
written.
Execution
The
Grantor
SIGNED by
[*] )
for and
on behalf
of )
GREAT
EAST
PACKAGING )
INTERNATIONAL
LIMITED )
in the
presence
of: )
The
Grantee
SIGNED by
[*] )
for and
on behalf
of )
GREAT
EAST
PACKAGING )
HOLDINGS
LIMITED )
in the
presence
of: )
