Exhibit 10.7
AMENDED AND RESTATED OPTION AGREEMENT
between
XXXXXX XXX XXX
and
XXXXXX XXX XXX
and
XXX XXXXXXX
and
TECHNOR INTERNATIONAL INC.
1 DEFINITIONS
In this agreement, unless the context indicates otherwise, the words and
expressions set out below shall have the meanings assigned to them and
cognate expressions shall have a corresponding meaning, namely:
1.1 "the/this Agreement" means this option agreement;
1.2 "Business Day" means any day other than a Saturday, Sunday or public
holiday in the RSA, within the meaning of the Public Xxxxxxxx Xxx, 0000
of the RSA;
1.3 "Option" means the option granted to Technor by the Shareholders in 3.1;
1.4 "Option Agreement" means the original option agreement entered into
between the Shareholders and Technor on 26 May 1998;
1.5 "RSA" means the Republic of South Africa, being the nine provinces
identified in section 103 of the Constitution of xxx Xxxxxxxx xx Xxxxx
Xxxxxx, 0000;
1.6 "Shareholders" means Xxxxxx xxx Xxx, Xxxxxx xxx Xxx and Xxx Xxxxxxx;
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1.7 "Shares" means all the ordinary par value shares of R1,00 in the issued
share capital of Wasp;
1.8 "Share Sale Agreement" means the share sale agreement to be entered into
between the Shareholders and Technor for the sale of the Shares to
Technor by the Shareholders on the exercise of the Option by Technor, in
SCHEDULE 1;
1.9 "Technor" means Technor International Inc., a corporation registered in
Nevada, United States of America with an office at Xxxxxxxxxxxxxx 00,
X-00000 Xxxxxxxx, Xxxxxx;
1.10 "Wasp" means Wasp International (Pty) Ltd, Reg No 93/00271/07, a private
company with limited liability incorporated under the laws of the RSA.
2 PREAMBLE
It is recorded for the purpose of elucidating the operative provisions
of this Agreement, that it is being entered into in the following
circumstances:
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2.1 Technor wishes to obtain the right and option to acquire all the equity
in Wasp in order to secure technologies which may be developed by Wasp
from time to time;
2.2 the Shareholders have accordingly agreed to grant the right and option
to Technor to acquire the Shares and Technor has agreed to acquire such
right and option on the terms and conditions set out in this Agreement;
2.3 Technor and the Shareholders entered into the Option Agreement and have
also agreed, in order to properly and fully achieve the objectives set
out in 2.1 and 2.2, to amend and restate the Option Agreement on the
terms and conditions set forth herein.
3 OPTION
3.1 The Shareholders hereby irrevocably grant to Technor the
non-transferable and non-assignable right and option to acquire the
Shares from them by delivering a notice of exercise of the option in
accordance with 5 on or before 30 May 1999.
3.2 The purchase price due and payable by Technor to the Shareholders on
exercise of the Option and execution of the Share Sale Agreement shall
be US$450 000,00.
3.3 The parties record the stamp duty payable on the transfer of the Shares
into Technor's name on the exercise of the Option and execution of the
Share Sale Agreement shall be borne by Technor.
3.4 The parties agree that Technor shall be entitled to discharge any
obligation it may have in terms of this Agreement, or to exercise any
right it may have in terms of this Agreement by dealing only with Guy
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Xxxxxxx, acting both in his personal capacity as a Shareholder and as
agent for the remaining Shareholders. Any notices, legal processes and
other communications served on Xxx Xxxxxxx at his address specified in
9.1 shall accordingly constitute due and proper notice to all the
Shareholders.
4 PERIOD OF THE OPTION
The Option shall be exercisable by the giving of 14 days' written notice
by Technor to Xxx Xxxxxxx at his chosen DOMICILIUM in terms of 9.1,
which notice Technor shall be entitled to give at any time up to and
including close of business on 30 May 1999.
5 EXERCISE OF THE OPTION
5.1 Should Technor elect to exercise the Option within the period referred
to in 4, then it shall do so by signing the Share Sale Agreement.
5.2 If Xxx Xxxxxxx is presented with the Share Sale Agreement duly signed by
Technor, each of the Shareholders shall be obliged to countersign such
agreement within 1 Business Day of receipt of such agreement or failing
such signature, Xxx Xxxxxxx shall be entitled to sign such agreement for
and on behalf of any Shareholder who does not so sign the Share Sale
Agreement.
5.3 If the Option is exercised then the sale of the Shares from the
Shareholders to Technor shall result on the terms and conditions set
forth in the Share Sale Agreement.
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6 OPTION MONIES
As option monies for the granting of the Option by the Shareholders to
Technor in terms of this Agreement, the parties record that an amount of
US$500, 000,00 was paid to the Shareholders on or about June 1998, and
that such payment was divided amongst each of the Shareholders pro rata
according to the number of Shares owned by that Shareholder.
7 UNDERTAKINGS
The Shareholders undertake not to allot and issue any further Shares, or
any securities, options, warrants or rights exercisable for or
convertible into Shares, between the date of signature of this Agreement
and the last date for exercise of the Option without the prior written
consent of Technor.
8 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS
No party shall make any public announcement or statement about this
Agreement or its contents without first having obtained the others'
prior written consent (which may not be unreasonably withheld) to the
announcement or statement and to its contents; except that Technor shall
be entitled to make such announcements and public disclosures as may be
required by the Federal Securities Laws of the United States of America.
9 DOMICILIUM CITANDI ET EXECUTANDI
9.1 Each party chooses the address set out opposite its name below as its
DOMICILIUM CITANDI ET EXECUTANDI at which all notices, legal processes
and other communications must be delivered for the purposes of this
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agreement:
9.1.1 Xxxxxx xxx Xxx: Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Xxxxxxx
Xxxxx Xxxxxx
Telefax Number :(x0000) 000-0000
9.1.2 Xxxxxx xxx Xxx: Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Xxxxxxx
Xxxxx Xxxxxx
Telefax Number :(x0000) 000-0000
9.1.3 Xxx Xxxxxxx: Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx
0 Xxxxx Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxxxx
0000
Xxxxxxx
Xxxxx Xxxxxx
Telefax Number :(x0000) 000-0000
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9.1.4 Technor: Xxxxxxxxxxxxxx 00,
X-00000 Xxxxxxxx,
Xxxxxx
Telefax Number : (x000) 000-00000
9.2 Any notice or communication required or permitted to be given in terms
of this agreement shall be valid and effective only if in writing, but
it shall be competent to give notice by telefax.
9.3 Any party may by written notice to the other parties change its chosen
address to another physical address and/or its chosen telefax number to
another telefax number, provided that the change shall become effective
on the fourteenth day after the receipt of the notice by the addressee.
9.4 Any notice to a party contained in a correctly addressed envelope and -
9.4.1 sent by prepaid registered post to it at its chosen address; or
9.4.2 delivered by hand to a responsible person during ordinary business
hours at its chosen address,
shall be deemed to have been received, in the case of 9.4.1, on the
seventh Business Day after posting (unless the contrary is proved) and,
in the case of 9.4.2, on the day of delivery.
9.5 Any notice by telefax to a party at its telefax number shall be deemed,
unless the contrary is proved, to have been received within 2 hours of
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transmission where it is transmitted during normal business hours or
within 2 hours of the opening of business on the first Business Day
after it is transmitted where it is transmitted outside those business
hours.
10 GENERAL
10.1 This Agreement shall be governed by the law of the RSA in all respects.
The parties hereby consent and submit to the non-exclusive jurisdiction
of the Witwatersrand Local Division of the High Court of the RSA for and
in connection with any action which may be instituted in connection with
the terms and provisions of this Agreement.
10.2 This document contains the entire agreement between the parties as to
the subject matter hereof.
10.3 No party shall have any claim or right of action arising from any
undertaking, representation or warranty not included in this Agreement.
10.4 No failure by a party to enforce any provision of this Agreement shall
constitute a waiver of such provision or affect in any way a party's
right to require performance of any such provision at any time in the
future, nor shall the waiver of any subsequent breach nullify the
effectiveness of the provision itself.
10.5 No agreement to vary, add to or cancel this agreement shall be of any
force or effect unless reduced to writing and signed on behalf of this
parties to this Agreement.
10.6 No party may cede any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of the other
parties to this Agreement.
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10.7 Each party warrants that it is acting as a principal and not as an agent
for an undisclosed principal.
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SIGNED at Johannesburg on May 13 1999
/s/ XXXXXX XXX XXX
---------------------------------------
XXXXXX XXX XXX
SIGNED at Bruma on May 13 1999
/s/ XXXXXX XXX XXX
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XXXXXX XXX XXX
SIGNED at Bruma on May 13 1999
/s/ XXX XXXXXXX
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XXX XXXXXXX
SIGNED at Johannesburg on May 13 1999
For: TECHNOR INTERNATIONAL INC.
/s/ Xxxxx Xxxxxxxxxx
---------------------------------------
Signatory: Xxxxx Xxxxxxxxxx
Capacity: Director
Authority: Board Resolution
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Signatory:
Capacity:
Authority:
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SCHEDULE 1
SHARE SALE AGREEMENT
