EXHIBIT 10.11
AGREEMENT for the SALE, PURCHASE and TRANSFER of SHARES
THIS AGREEMENT is entered into on this 23 th day of August 2002 between and
among the following parties:
1. B.V. Holding Maatschappij "De Hondsrug", a private company with limited
liability, duly incorporated, organised and existing under the laws of the
Netherlands, with registered seat and holding office at Amsterdam, the
Netherlands, duly represented for the purpose of this agreement by Xx.
X.X.X. van der Nap and Mr. D.H.J. Xxxxxxxx on behalf of "B.V. Maatschappij
voor Executele en Trustzaken",
hereinafter referred to as the "Seller",
and
2. INVU International Holdings Limited, a foreign legal entity incorporated
under English law, with corporate seat at Blisworth (United Kingdom) and
holding office at at The Beren, Blisworth Hill Farm, Stoke Road, Blisworth,
Northamptonshire NN7 3DB (United Kingdom), duly represented for the purpose
of this Agreement by Xx. X. Xxxxxx, an English citizen, living at 0 Xxxxxxx
Xxxxx, Xxxxx, Xxxxxxxxxxxxxx XX00 0XX (Xxxxxx Xxxxxxx),
hereinafter referred to as the "Purchaser";
and
3. Corsham Holding B.V. , a private company with limited liability, duly
incorporated, organised and existingunder the laws of the Netherlands, with
corporate seat at Amsterdam ( the Netherlands) and holding office at Xxxxx
00, 0000 XX Xxxxxxxxx (xxx Xxxxxxxxxxx) duly represented for the purpose of
this Agreement by Xx. X.X.X. van der Nap and Mr. D.H.J. Xxxxxxxx on behalf
of "B.V. Maatschappij voor Executele en Trustzaken",
Hereinafter referred to as the "Company";
WHEREAS:
The Seller has sold to the Purchaser, as per today, 6,625,000 (six million
six hundred and twenty five thousand) ordinary shares, numbered 1 up to and
including 6,625,000, each share with a nominal value of one Dutch Guilder
(NLG 1,00), or the equivalent of forty five eurocent (EUR 0.45) pursuant to
article 2:178c of the Dutch Civil Code, in the share capital of Corsham
Holding B.V., a private company with limited liability, duly incorporated,
organised and existing under the laws of the Netherlands, with corporate
seat at Amsterdam (the Netherlands) and holding office at Xxxxx 00, 0000 XX
Xxxxxxxxx (xxx Xxxxxxxxxxx), registered at the trade register of Amsterdam
(the Netherlands) by number 33137753, (hereinafter referred to as the
"Company"), representing all the issued capital of the Company;
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
Article 1
The Purchaser warrants the Seller that:
a. the Purchaser shall within two weeks after the transfer of the
aforementioned Shares change the effective seat of the Company from
the Netherlands to the United Kingdom;
b. the Purchaser shall within two weeks after the transfer of the
aforementioned Shares and after the effective seat of the Company has
been changed from the Netherlands to the United Kingdom, license on an
exclusive basis intellectual property rights and know how to the
Company for an expected minimum purchase price of British pounds
25,000,000;
Article 2
The Company will not initiate any payments before the events mentioned in
article 1 sub a and b have taken place.
Article 3
This agreement shall be governed by and shall be construed in accordance with
the laws of the Netherlands. Any disputes arising under this agreement or any
other agreement resulting thereof shall be brought in first instance before the
competent court of Amsterdam, the Netherlands.
Signed in threefold on this 23 rd day of August 0000
X.X. Xxxxxxxxxxxx voor Executele
en Trustzaken INVU International Holdings Limited
on behalf B.V. Holding Maatschappij
"De Hondsrug"
X. xx Xxxxxx / D.H.J. Xxxxxxxx X. Xxxxxx
B.V. Maatschappij voor Executele en Trustzaken
On behalf Xxxxxxx Xxxxxxx X.X.
X. xx Xxxxxx / X.X.X. Xxxxxxxx
