DEED OF TERMINATION relating to SHARE PURCHASE AGREEMENT
Exhibit 4.8
DEED OF TERMINATION
relating to
SHARE PURCHASE AGREEMENT
THIS DEED OF TERMINATION ("Deed") is made as a DEED on 2 February 2021
BETWEEN:
1. | FASTEN CY LIMITED, a limited liability company incorporated and existing under the laws of the Republic of Cyprus under registration number HE 355819, having its registered xxxxxx xx Xxxxxxxxxx 0, Xxxxxx 000, 0000, Xxxxxxx, Xxxxxx; and |
2. | MLU B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, its registered office at Xxxxxxxx Xxxxxxxxx 000, 0000 XX Schiphol, the Netherlands and registered with the trade register of the Chamber of Commerce under number 69160899, |
(each a "Party" and together the "Parties").
WHEREAS:
The Parties entered into a share purchase agreement, dated 14 July 2019 (as amended on 16 March 2020, 3 April 2020 and 1 August 2020) (the "Original SPA"). |
(B) | The Parties wish to hereby terminate the Original SPA on the terms of this Deed. |
IT IS AGREED as follows:
1. | Interpretation |
2. | Termination |
2.1 | The Original SPA is hereby terminated in its entirety with effect from the date of this Deed. |
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2.3 | With effect from the termination of the Original SPA in accordance with Clause 2.1 and to the fullest extent permitted by applicable law, each Party: |
save that the release and discharge set out in Clause 2.3(a) shall not apply to the Parties' obligations under this Deed.
2.4 | Each Party agrees that no fault or breach of the Original SPA shall be construed or implied by this Deed. |
3. | Miscellaneous |
3.1 | Each Party confirms that it has not assigned or otherwise transferred (or purported to assign or transfer) any of its rights under the Original SPA. |
3.2 | This Deed may be electronically signed, and may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when duly executed shall constitute an original of this Deed, but all the counterparts shall together constitute the same agreement. |
3.3 | This Deed (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England. |
3.4 | The courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this Deed (including non-contractual disputes or claims). Accordingly, any proceedings relating to, or in connection with, this Deed (including non-contractual disputes or claims) may be brought in such courts. |
This Deed has been duly executed by the Parties (or their duly authorised representatives) and delivered as a deed on the date written at the start of this Deed.
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SIGNATURE PAGES – DEED OF TERMINATION
EXECUTED and DELIVERED as a DEED by MLU B.V. a company incorporated in the Netherlands, acting by | ) ) ) ) | /s/ Xxxxxxx Xxxxxxx |
Xxxxxxx Xxxxxxx | ) | |
Managing Director B, | ) | |
who, in accordance with the laws of that | ) | |
territory, is acting under the authority of | ) | |
the company in the presence of: | ) | |
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Signature of witness | | /s/ Xxxxxxxxxx Xxxxxx |
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Name of witness | | |
(in BLOCK CAPITALS) | | XXXXXXXXXX XXXXXX |
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Address of witness | | ……………………………..………………… |
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Occupation of witness | | ……………………………..………………… |
EXECUTED and DELIVERED as a DEED by FASTEN CY LIMITED a company incorporated in Cyprus, acting by | ) ) ) ) | /s/ Xxxxxxx Xxxxx /s/ Xxxx Xxxxxxx |
Xxxxxxx Xxxxx, Xxxx Xxxxxxx | ) | |
Managing Director, | ) | |
who, in accordance with the laws of that | ) | |
territory, is acting under the authority of | ) | |
the company in the presence of: | ) | |
| | |
Signature of witness | | /s/ Xxxxxxx Xxxxxxxx |
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Name of witness | | |
(in BLOCK CAPITALS) | | Xxxxxxx Xxxxxxxx |
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Address of witness | | ……………………………..………………… |
| | ……………………………..………………… |
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Occupation of witness | | ……………………………..………………… |
Signature Page – SPA Deed of Termination