DATED 4th APRIL, 1996
XXXXX XXXXXX
-and-
SITE INPUT LIMITED
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SHARE SALE AGREEMENT
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CLARKS SOLICITORS
Xxxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxx
XXXXXXX
XX0 lSX
Tel: (01734) 585321
Ref: SJW\01908\JGE\04.04.96
SHARE SALE AGREEMENT
DATED this 4th day of APRIL, 1996
PARTIES:
(1) XXXXX XXXXXX of 00 Xxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxxx XX0 0XX ("the
Vendor")
(2) SITE INPUT LIMITED of 0 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX0 0XX ("the
Purchaser")
1. Interpretation
1.1 In this agreement the following words and expressions have the
following meanings:
"Company" Xxxxxx Marketing Limited
"Shares" the 750 issued Ordinary Shares of (pound)1 each
of the Company registered in the name of the
Vendor
1.2 Any reference in this agreement to the Vendor includes her personal
representatives
1.3 Clause headings in this agreement are for ease of reference only and
do not affect the construction of any provision
2. Agreement for Sale
2.1 Subject to the terms and conditions of this agreement the Vendor shall
sell with full title guarantee and the Purchaser shall purchase the
Shares free from all liens charges and encumbrances and with all
rights attaching to them with effect from the date of this agreement
3. Purchase Consideration
3.1 The purchase consideration for the Shares shall be the sum of
(pound)150,968 which shall be paid as follows:
3.1.1 (pound)106,476 on Completion;
3.1.2 (pound)9,000 to be paid over two years at the rate of
(pound)375 per month on the last day of each month the first
payment to be made on 30th April, 1996;
3.1.3 (pound)20,000 on 28 February 1998; and
3.1.4 (pound)15,492 at such time as the Purchaser shall transfer
the legal and beneficial ownership of any shares in the
Company owned by it for good and valuable consideration or
earlier at the Purchaser's discretion
4. Completion
4.1 Completion of the purchase of the Shares shall take place at 0 Xxxxxx
Xxxxxx Xxxxxxx Xxxxxxxxx immediately after the signing of this
agreement
4.2 The Vendor shall deliver to the Purchaser:
4.2.1 a duly completed and signed transfer in favour of the
Purchaser of the Shares together with the relative share
certificate;
4.2.2 her resignation as Director of the Company; and
4.2.3 a consultancy agreement between the Company and the Vendor
in such form as shall have been agreed between them duly
signed by the Vendor;
4.3 The Purchaser will deliver to the Vendor a cheque for (pound)106,4.76
5. Miscellaneous
5.1 The Purchaser shall pay one half of the Vendor's costs in connection
with this transaction
5.2 At any time after the date hereof the Vendor shall at the request of
the Purchaser execute such documents and do such acts and things as
the Purchaser may reasonably require for the purpose of vesting the
Shares in the Purchaser or its nominees and giving to the Purchaser
the full benefit of all the provisions of this Agreement
5.3 Any notice, communication or demand to be given or made by a party
pursuant to this Agreement shall be given or made in writing
(including facsimile transmissions) and shall be deemed to be duly
served, in the case of a notice given by letter, 3 days after despatch
by first class prepaid post or, if delivered by hand, at the date and
time of delivery or, in the case of a notice given by facsimile, on
the next day (other than a Saturday, Sunday or Bank holiday in England
and Wales) after receipt of confirmation of transmission, (provided in
the case of a facsimile transmission that a copy of the notice is also
sent by first class prepaid post). Any notice by letter shall be valid
if sent or delivered to the party to be served at the address of such
party specified at the commencement of this agreement (or such other
address as such party may have notified in accordance with this clause
to the other) and any notice given by facsimile shall be valid if sent
to the Vendor or the Purchaser, as the case may be on such facsimile
number as such party may have notified in accordance with this clause
to the other)
5.4 This Agreement shall not be capable of assignment
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SIGNED by the said ) /s/ X. Xxxxxx
XXXXX XXXXXX ) . . . . . . . . . . . . . . . . .
in the presence of:- )
Witness Signature /s/ XX Xxxxxxxx
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Name in Capitals XX XXXXXXXX
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Address XXXXXXXX HOUSE
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SHURLOCK ROW BERKSHIRE
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Occupation CHARTERED ACCOUNTANT
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SIGNED by /s/ X. Xxxxxx
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Duly authorised, for and on behalf of
SITE INPUT LIMITED
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