SHARE PURCHASE AGREEMENT
THIS AGREEMENT made this 31st day of January, 2001.
B E T W E E N :
AMERICAN ELECTRIC AUTOMOBILE COMPANY, INC. A corporation
incorporated pursuant to the Laws of the State of Delaware
(hereinafter called the "Vendor")
OF THE FIRST PART
A N D :
XXXXXX X. XXXXX Of the City of Xxxxxx in the State of California
(hereinafter called the "Purchaser")
OF THE SECOND PART
A N D:
AMERICAN ELECTRIC AUTOMOBILE COMPANY (ASIA), INC. A corporation
incorporated pursuant to the Laws of the State of California
(hereinafter called "the Corporation")
OF THE THIRD PART
WHEREAS the Vendor is the registered and beneficial owner of Four
Thousand Five Hundred (4,500) Common Shares in the capital of the Corporation
(the "Shares");
AND WHEREAS the Vendor desires to sell and the Purchaser desires to
purchase the Shares on the terms and conditions herein set forth;
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NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and premises herein contained, the parties hereto agree as
follows:
TRUTH OF RECITALS
1. The parties hereto do hereby irrevocably and mutually acknowledge and
confirm the truth of the foregoing recitals.
PURCHASE AND SALE OF SHARES
2.1 The Vendor hereby sells, assigns and transfers the Shares to the Purchaser
and the Purchaser hereby purchases the Shares from the Vendor as, to and
from the date hereof.
2.2 In full satisfaction for the sale of the Shares from the Vendor to the
Purchaser, the Purchaser hereby pays to the Vendor the sum of ONE HUNDRED
DOLLARS ($100.00).
2.3 The Corporation hereby consents to the transfer of shares from the Vendor
to the Purchaser.
GENERAL PROVISIONS
3.1. The Vendor and the Purchaser shall do all acts and things as may be
necessary or convenient in order to completely and effectually carry out
the intention of the parties hereto, in respect of the transactions herein
set out.
3.2 Time shall be of the essence of this Agreement and of every part hereof.
3.3 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and to their respective heirs, executors, administrators,
legal representatives, successors and assigns.
3.4 This Agreement contains the entire agreement between the parties and may
not be amended except in writing.
3.5 This Agreement shall be governed in accordance with the Laws of the
Province of Ontario.
3.6 All amounts referred to herein shall be in United States Dollars.
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3.7 This Agreement may be executed in several counterparts, and each of which
when so executed shall be deemed to be an original and such counterparts
together shall be but one and the same instrument.
3.8 Each of the parties hereto acknowledge that they have been advised to seek
independent legal representation with respect to the contents of the herein
Agreement and that they have been provided with a copy of the herein
Agreement and have had the opportunity to consult with a lawyer of their
choosing.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
on the date first above written.
SIGNED, SEALED AND DELIVERED
in the presence of
American Electric Automobile Company, Inc.
Per: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: President
I have authority to bind the Corporation
/s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
American Electric Automobile Company
(Asia) Inc.
Per: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: President
I have authority to bind the Corporation
