MEMORANDUM OF AGREEMENT
Exhibit 10
This
agreement is made by and between:
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1.
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Royal
Invest International Corporation a publicly traded corporation trading
on
the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the
United States of America in the State of Delaware with its registered
office located at 000 Xxxx Xxxx Xxxx, 0xx. floor, Westport, Xxxxxxxxxxx
00000, XXX, and/or Royal Invest Europe B.V both legally and separately
represented by Royal Invest International Corporations’s CEO Xx. Xxxxx
Xxxxxxxxx hereafter referred to as
“BUYER”
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2.
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Muermans
Vastgoed 46 b.v., registered at the Chamber of Commerce number
13042275, Xxxx Xxxxxxxxxx 00 0000 XX Xxxxxx, XX Xxx 000, 0000
XX Xxxxxxxx, in The Netherlands, legally represented by Henricus
Xxxxxxxx
Xxxxxxxxx Muermans. Hereafter referred to as
“SELLER”
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For
purposes of this agreement BUYER and SELLER are collectively referred to as
“PARTIES” and individually referred to as a “PARTY”.
Whereas:
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1.
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Parties
desire to confirm the intermediate outcome of the negotiations which
have
taken place from January 2007 till to date by means of this agreement;
and
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2.
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Parties
reached verbal agreement as per March 13, 2007 on the sale and purchase
of
the office property and accompanying premises, parking area located
at the
Xxxxxxxxxxxx 0, 0000 XX Xxxxx , Xxxxxxxxxxx, registered at Assen
under
section R number 716 large 34.756 m2 including area number 696 large
4.588
m2. Hereby called the “PROPERTY”. The terms of this agreement have been
revised and updated due to the outcome of due diligence reviews and
legal
research.
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3.
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This
Memorandum of Agreement replaces all former documents signed by
Parties.
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Therefore:
In
consideration of the potential undertakings and future covenants set forth
in
this agreement “PARTIES” agree as follows.
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1.
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The
“BUYER” will acquire the “PROPERTY” for the amount of 24.311.000 Euro
(twenty-two-million-five-hundred-thousand) excluding transfer costs.
Transfer costs are to be paid for by the “BUYER”. This
transaction will be confirmed by “PARTIES” by means of a formal purchase
agreement. The terms of the agreed acquisition will be more
particularly set forth in one or more purchase agreements and one
or more
definitive agreements (collectively the definitive agreements) to
be
mutually agreed upon by the “PARTIES”. Under the condition of due
diligence and at the discretion of BUYER, the PROPERTY can also be
purchased through the purchase of the shares in a corporation which
fully
owns the PROPERTY. SELLER will guarantee the gross rental income
to an
amount of at least € 2.000.000 per year for a periode of two years upon
the moment of the final
acquisition.
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2.
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The
BUYER intends to fund the purchase by obtaining a bank loan of at
least €
19.000.000 (nineteen million euro). The remainder of the
purchase price but limited to an amount of € 3.055.213 will be paid in
shares of the BUYER’s company common stock delivered in certificates
bearing seller’s or designated names with a lock-up period of 24 months
upon issue at an agreed share price of 0.2078 US
Dollar.
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3.
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Separate
from article 1 and 2 above, the SELLER or a group company of SELLER
agreed
to purchase for an amount of $ 500.000 in BUYERS’ company common stock at
an agreed price of $ 0.10 per share. SELLER transferred in total
€ 350.000
in two installments of € 175.000 (one hundred and seventy five
thousand) each as per June 30th, 2007 the latest. These
aforementioned amounts were transferred into the ABN Amro euro-account
of
Stichting Fondsenbeheer Statenconsult 00.00.00.000 in Amsterdam.
These
shares were issued in the name of a group company of SELLER and delivered
to this party on June 5th, 2007.
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4.
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The
parties will negotiate the terms and begin preparation of the Definitive
Agreements that will govern all the above mentioned agreed items.
To the
extent appropriate for transactions of this type and size, the Definitive
Agreements will contain but not limited to customary representations,
warranties, covenants, indemnities and other agreements of the parties.
Parties have already reached agreement that instead of the delivery
of the
property directly, BUYER through its subsidiary Royal Invest Europe
B.V.
acquires 30% in Muermans Vastgoed 46 B.V. which shares are to be
converted
into (all) common shares. The remainder (70%) of outstanding shares
(to
the former shareholders) to be converted into preferred shares only
entitled to a fixed percentage for dividend distributions based on
its
nominal value. The common shares thus represent the total Nett Asset
Value
of Muermans Vastgoed 46 B.V. – which has been set on € 13.495.755 ($
18.354.227) based on a balance sheet dated March 31st, 2007 still
under
audit review. The BUYER will have the obligation to refinance the
current
(mortgage) loans taken up by Muermans Vastgoed 46
B.V.
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5.
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The
Definitive Agreements shall include customary conditions precedent
generally applicable to an acquisition of the nature and size of
the
transactions contemplated by this Agreement, each of which must be
satisfied prior to the consummation of the transactions contemplated
thereby. In general, the closing of the proposed acquisition and
the
obligations of each party under the Definitive Agreements will be
subject
to the satisfaction of the conditions precedent, which shall include
but
not be limited to:
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(a)
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Satisfactory
Results of Due Diligence
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The
satisfactory completion of due diligence investigation and acquisition audit
by
BUYER (as provided in paragraph 6) showing that the assets of SELLER and any
actual or contingent liabilities against those assets, and the prospective
business operations by SELLER or SELLER’s business are substantially the same as
currently understood by BUYER as of the date of this Agreement (determined
without regard to any documents which BUYER or any party may have previously
delivered to BUYER).
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(b)
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Compliance
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Satisfactory
determination that the acquisition and prospective business operations by BUYER
of SELLER’s business will comply with all applicable laws and regulations,
including antitrust and competition laws.
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(c)
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Consents
and Approvals
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The
approval and consent of the Definitive Agreements by the respective Boards
of
BUYER and SELLER and the receipt of the consents and approvals from all
governmental entities, utility providers, railways, material vendors, lenders,
landlords, customers, and other parties which are necessary or appropriate
to
the acquisition of the prospective business operation by BUYER, and
the receipt of all necessary governmental approvals including the expiration
or
termination of all required waiting periods.
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(d)
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Absence
of Material Litigation or Adverse
Change
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There
must be no pending or threatened material claims or litigation involving SELLER,
and no material adverse change in the business prospects of BUYER operating
SELLER’s business.
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(e)
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Delivery
of Legal Opinions
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Customary
legal opinions must be delivered, the content of which shall be mutually agreed
upon.
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6.
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From
the date of acceptance by the parties of the terms of this Agreement,
until the negotiations are terminated as provided in paragraph 11
of this
Agreement, SELLER will give BUYER and BUYER’s management personnel, legal
counsel, accountants, and technical and financial advisors, full
access
and opportunity to inspect, investigate and audit the books, records,
contracts, and other documents of SELLER as it relates to SELLER’s
business and all of SELLER’s assets and liabilities (actual or
contingent), including, without limitation, inspecting SELLER’s property
and conducting additional environmental inspections of property and
reviewing financial records, contracts, operating plans, and other
business records, for the purposes of evaluating issues related to
the
operation of SELLER’s business. SELLER further agrees to provide BUYER
with such additional information as may be reasonably requested pertaining
to SELLER’s business and assets to the extent reasonably necessary to
complete the Definitive Agreements.
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7.
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By
their signature below, each party agrees to keep in strict confidence
all
information regarding the terms of the proposed acquisition of the
Operations, except to the extent BUYER must disclose information
to
lenders and equity partners to obtain financing. If this proposal
is
terminated as provided in paragraph 10, each party upon request will
promptly return to the other party all documents, contracts, records,
or
other information received by it that disclose or embody confidential
information of the other party. BUYER agrees to keep all material
and
information provided to it, under paragraph five above, confidential
and
to promptly return the same to SELLER upon termination of this Agreement.
The provisions of this paragraph shall survive termination of the
agreements set forth in paragraphs
6-11.
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8.
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No
party will make any public disclosure or issue any press releases
pertaining to the existence of this Agreement or to the proposed
acquisition and sale between the parties without having first obtained
the
consent of the other parties, except for communications with employees,
customers, suppliers, governmental agencies, and other groups as
may be
legally required or necessary or appropriate (i.e., any securities
filings
or notices), and which are not inconsistent with the prompt consummation
of the transactions contemplated in this Agreement. The provisions
of this
paragraph shall survive termination of the agreements set forth in
paragraphs 6-11.
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9.
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Except
for breach of any confidentiality provisions hereof, no party to
this
Agreement shall have any liability to any other party for any liabilities,
losses, damages (whether special, incidental or consequential), costs,
or
expenses incurred by the party in the event the negotiations among
the
parties are terminated as provided in paragraph 8. Except to the
extent
otherwise provided in any Definitive Agreement entered into by the
parties, each party shall be solely responsible for its own expenses,
legal fees and consulting fees related to the negotiations described
in
this Agreement, whether or not any of the transactions contemplated
in
this Agreement are consummated.
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10.
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This
Agreement assumes the Parties to sign the intended Definitive Agreements
based on the results of previous negotiations and the previous good
constructive talks no later than on August 31st, 2007. The negotiations
shall only fail if a confident cooperation can no longer be ensured.
Such
a situation may not be caused intentionally by any of the Parties.
The
Parties do have the intention to sign the intended Definitive Agreements.
The failure of the negotiations shall be announced in writing by
a Party
who shall also specify the reasons. This Party shall be entitled
to
convene a new negotiation meeting within two weeks in order to eliminate
the grounds for failure and/or to claim damages on basis of the current
status of negotiations – whereby this Party proofs that the reasons for
the failure of the negotiations are not due to this Party and/or
the other
Party has no material evidence on failure due to issues arising from
the
due diligence review whereby one of the Parties can not guarantee
adequately to the other Party that the SELLER’s business is substantially
the same as currently understood by
BUYER.
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11.
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Parties
agree that neither of them nor any of their affiliates will pursue,
solicit or discuss any opportunities for any party other than to
acquire
or otherwise control the Operations until this Agreement is terminated
by
Parties or mutually by Parties or any of the events in paragraph
10 do not
occur by the dates stated and Parties in writing that they are pursuing
other buyers for the Operations.
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12.
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This
Agreement shall be governed by, and construed and interpreted under
the
laws of The Netherlands.
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BUYER
referred to this Agreement acknowledges the terms and conditions hereof, and
agrees to be bound by the clauses included in this document,
Royal
Invest International Corp. / Royal Invest Europe B.V. ( BUYER
)
Represented
by Xxxxx Xxxxxxxxx
Signature: ______________________________________Date:
July 12th, 2007
SELLER
referred to this Agreement acknowledges the terms and conditions
hereof, and agrees to be bound by the clauses included in this
document,
Muermans
Vastgoed 46 b.v. (SELLER)
Represented
by proxy
Signature: ______________________________________Date:
July 12th, 2007
