Exhibit 1
SHARE EXCHANGE AGREEMENT
THIS AGREEMENT is made effective this twenty fifth (25th) day of May, 2006.
AMONG:
MKA Capital Inc.
and
Xx. Xxx, Lo Xxxxx, Mr. Xxxx Xxxx, Xx. Xxx Xxxxxx
and
Xx. Xxxxxxxxx Xxxxxxxxxx
and
SANCON Recycling Pty Ltd.
WHEREAS:
MKA Capital Inc. (hereinafter referred to as "MKAC") is a company duly
incorporated under the laws of Nevada, and has its executive offices located in
Shanghai, PR China, and has its shares traded on the OTCBB under the trading
symbol of MKAC.OB, and is subject to the reporting requirements of the
Securities Exchange Commission;
Xx. Xxx, Lo Xxxxx is a citizen of Hong Kong SAR, and is a resident of Hong Kong;
Mr. Xxxx Xxxx is a citizen of Australia and is resident in Australia, Xx. Xxx
Xxxxxx is a citizen of Australia and is resident in Australia, (hereinafter
referred to as "Buyers");
Xx. Xxxxxxxxx Xxxxxxxxxx is a citizen of Panama, and is resident in Panama;
(hereinafter may also be referred to as "M.K.", or "X. Xxxxxxxxxx", or
"Kraselnick");
Xxx. Xxxxx Xxxxxxxxx, Xxx. Xxxxx X. xx Xxxxxxxxxx, Xx. Xxxxx Xxxxx Xxxxxx, Xx.
Xxxxxxx Xxxxxxxx, and Xx. Xxxxx Xxxxxxx, each holding 800,000 common share
certificates of MKAC; (hereinafter referred to as "Nominees");
MK Aviation, S.A. (hereinafter referred to as "MKA") is a company duly
incorporated under the laws of Panama, and has its executive offices located in
the city of Panama;
MKAC owns 75 common shares of MK Aviation, S.A being 75% of the total equity
interests;
SANCON Recycling Pty Ltd (hereinafter referred to as "SANCON") is a company duly
incorporated under the laws of Australia , and has its executive offices located
in Victoria, Australia; Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx jointly own all of the
issued and outstanding shares of SANCON Recycling Pty Ltd;
The parties to this agreement wish to effect a purchase by MKAC of 100% (being
100 shares) of the total issued and outstanding shares of SANCON, the
consideration for which will be MKAC's 75 shares of MKA; and to effect a
purchase by Xx. Xxxxxxxxxx of 75 common shares of MKA, the consideration for
which will be14,897,215 MKAC's common shares held by Xx. Xxxxxxxxx Xxxxxxxxxx
and Nominees to be transferred to Xx. Xxx, Xx. Xxxx, and Xx.
Xxxxxx or their nominees;
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NOW THEREFORE THE PARTIES AGREE AND THIS AGREEMENT WITNESSES THE FOLLOWS:
1. EXCHANGE OF SHARES
a. Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx will transfer all of the issued and
outstanding common stock of SANCON, owned jointly by Xx. Xxx, Xx.
Xxxx and Xx. Xxxxxx, to MKAC; and MKAC will transfer the 75 common
shares of MKA, and owned by MKAC, to Xx. Xxx, Xx. Xxxx and Xx.
Xxxxxx, as consideration for the shares of SANCON.
b. Simultaneous to the exchange of shares between Xx.Xxx, Xx. Xxxx and
Xx. Xxxxxx and Xx. X. Xxxxxxxxxx, Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx
will transfer all 75 shares of MKA to Xx. X. Xxxxxxxxxx; and Xx. X.
Xxxxxxxxxx will transfer all 14,897,215 shares of MKAC, and owned by
him and Nominees, to Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx, as
consideration for the 75 shares of MKA.
c. The exchanges of shares will be effected by each party by endorsing
the share certificates to the respective transferee, simultaneously,
upon a date and time and at a location to be arranged and mutually
agreed by all parties, and duly witnessed by the parties assigned
witnesses or legal counsels, and all share certificates so endorsed
shall be delivered by each party to the respective transferee
simultaneously upon the date and time and at the location so agreed.
2. CLOSING DATE
Closing of the transactions contemplated by this Agreement shall
take place on or before May 31, 2006.
3. SHARES EXCHANGED UPON CLOSING
a. Number of MKAC Common Shares to be exchanged:
(i) Xx. X. Xxxxxxxxxx shall procure 14,897,215 common shares of
MKAC to be transferred to Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx or
their nominees.
b. Number of the SANCON's Common Shares to be exchanged:
(i) Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx will transfer one hundred
percent (100%) (being 100 shares) of the outstanding shares of
SANCON to MKAC;
c. Number of MKA Common Shares to be exchanged:
(i) Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx shall cause MKAC to transfer
and deliver seventy-five (75) shares of MKA to Xx. X.
Xxxxxxxxxx.
4. ACTIONS TO BE TAKEN BY MKAC PRIOR TO CLOSING
a. Information to be provided to Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx of
MKAC:
(i) A copy of MKAC's 10QSB for March 31, 2006, duly filed with the
SEC.
(ii) A copy of its Shareholder Register as at March 31, 2006,
comprising of a list or lists prepared by MKAC's stock
transfer agent, Signature Stock Transfer.
b. No Dilution of Shares
(i) MKAC will not issue any of its common shares to any third
party after the date of May 25, 2006, up to and including the
Closing Date.
c. Resolutions
(i) MKAC will procure all necessary Board and Shareholder
resolutions , as required, to effect the exchange of shares
contemplated herein.
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5. ACTIONS TO BE TAKEN BY XX. XXX, XX. XXXX AND XX. XXXXXX PRIOR TO CLOSING
a. Information to be provided to MKAC
(i) Financial Statements for SANCON, for the fiscal years of 2004
and 2005, prepared in accordance with Generally Accepted
Accounting Principles.
(ii) Financia l Statements for SANCON, as at March 31, 2006,
prepared by management in accordance with Generally Accepted
Accounting Principles.
(iii) A schedule and full disclosure of any and all suits filed
against the company up to March 31, 2006.
(iv) A schedule and full disclosure of any and all Contingent
Liabilities up to March 31, 2006.
b. Immediately to begin the preparation of Financial Statements for
SANCON, for the fiscal years of 2004 and 2005, prepared in
accordance with Generally Accepted Accounting principles in the USA
and audited by an auditor approved by the SEC.
6. ACTIONS TO BE TAKEN BY MKAC UPON CLOSING
a. Resignations and Changes to the Board
(i) Three (3) existing board members of MKAC will resign
immediately upon Closing.
(ii) The remaining Directors of MKAC will appoint (3) new Directors
nominated by Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx.
b. Deliver evidence of Board Resolutions
(i) A Board Resolution approving this Agreement and its execution.
c. Deliver evidence of shares transferred to Xx. Xxx, Xx. Xxxx, Xx.
Xxxxxx and their assignees
(i) Evidence that Xx. X. Xxxxxxxxxx transferred and delivered to
Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx stock certificates for
14,897,215 shares of MKAC.
(ii) Instructions to the company's share transfer agent, for the
number of unregistered shares transferred by Xx. X. Xxxxxxxxxx
to Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx.
d. Deliver evidence of shares of MKA transferred to Xx. X. Xxxxxxxxxx
(i) MKAC will transfer and deliver to Xx. X. Xxxxxxxxxx 75 common
shares of MKA owned by MKAC. MKA stock certificate to be duly
endorsed in blank by MKAC or accompanied by an irrevocable
stock power and assignment separate from certificate and
endorsed in blank executed by MKAC.
(ii) Copy of an irrevocable letter of instructions from Xx. Xxx,
Xx. Xxxx and Xx. Xxxxxx to MKAC to transfer and deliver MKA's
75 stock certificate to Xx. X. Xxxxxxxxxx.
e. Execute and deliver such other instruments, certificates,
authorizations, releases, resolutions and documents as may be
necessary to effect the transactions described in or otherwise
required by this Agreement.
f. Claim of contingent liabilities MKAC shall procure waiver of any
claims of any contingent liabilities from companies it has invested
in China.
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g. Cash balances in bank accounts
Cash balances remaining after the payment of operational expenses up
to the end of month of May 2006, in the bank account of MKAC's
wholly owned subsidiaries shall be used in whole for payment of any
contingent liabilities from companies it has invested in China.
7. ACTIONS TO BE TAKEN BY XX. XXX, XX. XXXX AND XX. XXXXXX UPON CLOSING
a. Nominate three (3) members to the Board
(i) Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx will name three individuals
to the Board to fill the vacancies.
b. Deliver evidence of shares transferred to MKAC
(i) Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx will transfer to MKAC 100
common shares of SANCON being 100% of his rights, title and
interest in and to all of the capital stock of SANCON.
(ii) Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx will irrevocably instruct and
cause MKAC to deliver MKA's 75 stock certificates to Xx. X.
Xxxxxxxxxx. Such certificate to be duly endorsed in blank by
MKAC or accompanied by an irrevocable stock power and
assignment separate from certificate and endorsed in blank.
c. Deliver evidence of Board Resolutions
(i) A Board Resolution approving this Agreement and its execution.
d. Execute and deliver such other instruments, certificates,
authorizations, releases, resolutions and documents as may be
necessary to effect the transactions described in or otherwise
required by this Agreement.
8. ACTIONS TO BE TAKEN BY XX. XXXXXXXXXX UPON CLOSING
a. Resign three (3) members from the Board
(i) Xx. Xxxxxxxxxx and his nominees in the Board will resign.
b. Deliver evidence of shares transferred to Xx. Xxx, Xx. Xxxx and Xx.
Xxxxxx
(i) Xx. Xxxxxxxxxx shall procure the transfer to Xx. Xx and Xx.
Xxxx and Xx. Xxxxxx of 14,897,215 common shares of MKAC, with
such certificates to be duly endorsed in blank or accompanied
by an irrevocable stock power and assignment separate from
certificate and endorsed in blank.
c. Execute and deliver such other instruments, certificates,
authorizations, releases, resolutions and documents as may be
necessary to effect the transactions described in or otherwise
required by this Agreement.
9. CONTINUATION OF BUSINESS
a. Other than as contemplated by this Agreement, each party covenants
and agrees that, from and after the date hereof and until Closing,
neither party will:
(i) Conduct its business, or introduce any material change in its
business practices or the accounting methods in respect of its
business, except in a manner consistent with prior practices;
(ii) Except in the ordinary course of business, pay, discharge or
liquidate any outstanding indebtedness or incur any obligation
not relating to the conduct of its business;
(iii) Fail to maintain its books and records in accordance with
sound business practices, on a basis consistent with prior
practice;
(iv) For a period of thirty (30) days from the date hereof,
directly or indirectly:
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1. Solicit or initiate any offer or proposal for, or any
written indication on interest in, a merger, acquisition or other
business combination involving either party or the acquisition of
any equity interest in either party, other than the transactions
contemplated by this Agreement, or engage in negotiations with, or
disclose any non-public information relating to it or afford access
to its properties, books and records to any person or entity in
connection with any such offer or proposal;
2. Make any announcement or submit any filing(s) to the SEC
without having received the approval of the other party hereto any
government or regulatory authorities, stock exchanges or other third
parties, if required to be made by any parties hereto, without
delivering to other party a draft of such announcement and shall
give such other party reasonable opportunity to comment thereon.
10. REPRESENTATION AND WARRANTIES:
a. Representations and Warranties of MKAC. MKAC hereby represents and
warrants to each and all the other parties, that as of the date
hereof:
i) Organization, Good Standing and Qualification. MKAC is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. It has
all requisite right, power and authority to (i) own or
lease and operate its properties and assets,
ii) Conduct its business as presently conducted, and (iii)
engage in and consummate the transactions contemplated
hereby.
iii) Authorization. All corporate action has been taken on
the part of MKAC, its officers, directors and
stockholders necessary for the authorization, execution
and delivery of this Agreement and the performance of
all obligations of MKAC hereunder. This Agreement when
executed and delivered by MKAC, shall constitute valid
and legally binding obligations of MKAC, enforceable
against MKAC in accordance with their terms except as
limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights
generally, as limited by laws relating to the
availability of specific performance, injunctive relief,
or other equitable remedies. MKAC's Board of Directors
has determined, in its good faith, that the issuance of
the shares hereunder and the consummation of the other
transactions contemplated hereby are in the best
interests of MKAC and its stockholders.
iv) No Conflict with Other Instruments. The execution,
delivery and performance of this Agreement will not
result in any violation of, be in conflict with, or
constitute a default under, with or without the passage
of time or the giving of notice: (i) any provision of
MKAC's Certificate of Incorporation, or MKAC's by-laws;
(ii) any provision of any judgment, decree or order to
which MKAC is a party or by which it is bound; (iii) any
material contract, obligation or commitment to which
MKAC is a party or by which it is bound or other
contract, obligation or commitment to which MKAC is a
party or by which it is; or (iv) any statute, rule or
governmental regulation applicable to MKAC.
v) Securities Law Compliance. The exchange transaction
performed hereunder is exempt from the registration
requirements of Section 5 of the Securities Act of 1933,
as amended (the "Act") and the qualification
requirements, if any, of applicable state securities
laws.
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vi) Governmental Authorizations, Etc. No consent, approval
or authorization of, or registration, filing (other than
notice filings) or declaration with, any court or any
federal, state, municipal or local government or any
political subdivision, governmental department, board,
agency or instrumentality thereof, and any
administrative or regulatory agency (each, a
"Governmental Authority") is required in connection with
the execution, delivery or performance by MKAC of this
Agreement.
vii) Litigation. Except as set forth in the MKAC's 10KSB
filing for the 2005 fiscal year, there is no other
litigation, action, complaint, claim or suit, judicial
or administrative action, audit, proceeding or
governmental investigation pending or, to the knowledge
of MKAC, threatened, against MKAC or its subsidiaries or
any of their respective properties. Neither MKAC nor any
subsidiary is in default in any material respect under
any judgment, order or decree of a Governmental
Authority. There is no judgment, order, decree,
injunction, stipulation or settlement against MKAC or
any subsidiary that is reasonably likely to prevent,
enjoin or materially alter or delay any of the
transactions contemplated by this Agreement.
viii) Foreign Corrupt Practices Act. Neither MKAC nor any
subsidiary, director, officer, agent, employee or other
Person acting on behalf of MKAC or any subsidiary has,
in the course of his, her or its actions for, or on
behalf of, MKAC or any subsidiary, offered or made,
directly or indirectly through any other Person, any
payments of anything of value (in the form of a
contribution, gift, entertainment or other expense), to
(i) any Person employed by, or acting in an official
capacity on behalf of, any governmental agency,
department or instrumentality, or (ii) any foreign or
domestic government official, political party or
official of such party, or any candidate for political
office or employee thereof. Neither MKAC, any
subsidiary, nor any director, officer, agent, employee
or other Person acting on behalf of MKAC or any
subsidiary has violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of
1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or unlawful payment to any
foreign or domestic government or political party
official, employee, appointee or candidate.
ix) Compliance with Laws. MKAC is in full compliance with
all laws, governmental rules, and regulations to which
it is subject. Neither MKAC nor any subsidiary has
received notification from any Governmental Entity: (i)
asserting a material violation of any law, statute,
ordinance or regulation or the terms of any judgments,
orders, decrees, injunctions or writs applicable to the
conduct of its business; (ii) threatening to revoke any
material license, franchise, permit or government
authorization; or (iii) materially restricting or in any
material way limiting its operations as currently
conducted.
b. Representations and Warranties of SANCON.
SANCON hereby represents and warrants to each and all the other
parties, that as of the date hereof:
i) Organization, Good Standing and Qualification. SANCON is
a corporation duly organized, validly existing and in
good standing under the laws of Australia . It has all
requisite right, power and authority to (i) own or lease
and operate its properties and assets, (ii) conduct its
business as presently conducted, and (iii) engage in and
consummate the transactions contemplated hereby.
ii) Authorization. All corporate action has been taken on
the part of SANCON, its officers, directors and
stockholders necessary for the authorization, execution
and delivery of this Agreement and the performance of
all obligations of SANCON hereunder. This Agreement when
executed and delivered by SANCON, shall constitute valid
and legally binding obligations of SANCON, enforceable
against SANCON in accordance with their terms except as
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limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights
generally, as limited by laws relating to the
availability of specific performance, injunctive relief,
or other equitable remedies. SANCON Board of Directors
has determined, in its good faith, that the issuance of
the shares hereunder and the consummation of the other
transactions contemplated hereby are in the best
interests of SANCON and its stockholders.
iii) No Conflict with Other Instruments. The execution,
delivery and performance of this Agreement will not
result in any violation of , be in conflict with, or
constitute a default under, with or without the passage
of time or the giving of notice: (i) any provision of
SANCON's Certificate of Incorporation, or SANCON's
by-laws; (ii) any provision of any judgment, decree or
order to which MKAC is a party or by which it is bound;
(iii) any material contract, obligation or commitment to
which SANCON is a party or by which it is bound or other
contract, obligation or commitment to which SANCON is a
party or by which it is; or (iv) any statute, rule or
governmental regulation applicable to SANCON.
iv) Governmental Authorizations, Etc. No consent, approval
or authorization of, or registration, filing (other than
notice filings) or declaration with, any court or any
federal, state, municipal or local government or any
political subdivision, governmental department, board,
agency or instrumentality thereof, and any
administrative or regulatory agency (each, a
"Governmental Authority") is required in connection with
the execution, delivery or performance by SANCON of this
Agreement.
v) Litigation. There is no other litigation, action,
complaint, claim or suit, judicial or administrative
action, audit, proceeding or governmental investigation
pending or, to the knowledge of SANCON, threatened,
against SANCON or its subsidiaries or any of their
respective properties. Neither SANCON nor any subsidiary
is in default in any material respect under any
judgment, order or decree of a Governmental Authority.
There is no judgment, order, decree, injunction, stipula
tion or settlement against SANCON or any subsidiary that
is reasonably likely to prevent, enjoin or materially
alter or delay any of the transactions contemplated by
this Agreement.
vi) Compliance with Laws. SANCON is in full compliance with
all laws, governmental rules, and regulations to which
it is subject. Neither SANCON nor any subsidiary has
received notification from any Governmental Entity: (i)
asserting a material violation of any law, statute,
ordinance or regulation or the terms of any judgments,
orders, decrees, injunctions or writs applicable to the
conduct of its business; (ii) threatening to revoke any
material license, franchise, permit or government
authorization; or (iii) materially restricting or in any
material way limiting its operations as currently
conducted.
c. Representations and Warranties of Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx
(jointly and severally referred to also as "Buyers")
Buyers hereby represents and warrants to each and all other parties,
that:
i) Ownership. At the times of the exchange of shares,
Buyers own and| will have full and sufficient legal
title to all of the issued and outstanding shares of
SANCON, and have full power and lawful authority to
transfer title of said shares to the respective
transferee.
ii) No encumbrances. At the times of the exchange of shares,
Buyers will ensure all shares owned by him are free of
any pledges, liens, registered charges, or other
encumbrances.
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iii) Purchase Entirely for Own Account. The shares to be
acquired by Buyers will be acquired for investment for
Buyers own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part
thereof in any manner that would cause issuance of the
shares hereunder to fail to be exempt from the
registration requirements of the Securities Act of 1933,
and Buyers have no present intention of selling,
granting any participation in, or otherwise distributing
the same in any manner that would cause issuance of the
shares hereunder to fail to be exempt from the
registration requirements of the Securities Act of 1933.
iv) Knowledge. Buyers are aware of MKAC's business affairs
and financial condition and has acquired sufficient
information about MKAC to reach an informed and
knowledgeable decision to acquire the shares.
v) Restricted Securities. Buyers understand that the shares
to be acquired have not been registered under the
Securities Act of 1933, by reason of a specific
exemption from the registration provisions of the
Securities Act of 1933 which depends upon, among other
things, the bona fide nature of the investment intent
and the accuracy of Buyers representations as expressed
herein. Buyers understands that the shares are
"restricted securities" under applicable U.S. federal
and state securities laws and that, pursuant to these
laws, Buyers must hold the shares indefinitely unless
they are registered with the Securities and Exchange
Commission and qualified by state authorities, or an
exemption from such registration and qualification
requirements is available. Buyers further acknowledges
that if an exemption from registration or qualification
is available, it may be conditioned on various
requirements including, but not limited to, the time and
manner of sale, the holding period for the shares, and
on requirements relating to MKAC which are outside of
Buyers control, and for which MKAC is under no
obligation and may not be able to satisfy.
vi) Legends. Buyers understands that the shares, and any
securities issued or received in respect thereof or
exchange therefore, may bear one or all of the following
legends:
1. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM
SATISFACTORY TO MKAC THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED."
2. Any legend required by the Blue Sky laws of any
state to the extent such laws are applicable to
the shares represented by the certificate so
legended.
vii) Accredited Investor. Buyers are an "accredited
investors" as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933.
11. REPRESENTATIONS AND WARRANTIES OF XX. X. XXXXXXXXXX
Xx. Xxxxxxxxxx hereby represents and warrants to each and all other
parties, that:
Ownership. At the times of the exchange of shares, Xx. Xxxxxxxxxx and his
nominees will have full and sufficient legal title to all shares owned by
him of MKAC, and have full power and lawful authority to transfer title of
said shares to the respective transferee.
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No encumbrances. At the times of the exchange of shares, Xx. Xxxxxxxxxx
and his nominees will ensure all shares owned by him of MKACare free of
any pledges, liens, registered charges, or other encumbrances.
Purchase Entirely for Own Account. The shares of MKA to be acquired by Xx.
Xxxxxxxxxx will be acquired for investment for Xx. Xxxxxxxxxx'x own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof in any manner that would cause issuance
of the shares hereunder to fail to be exempt from the registration
requirements of the Securities Act of 1933, and Xx. Xxxxxxxxxx has no
present intention of selling, granting any participation in, or otherwise
distributing the same in any manner that would cause issuance of the
shares hereunder to fail to be exempt from the registration requirements
of the Securities Act of 1933.
Knowledge. Xx. Xxxxxxxxxx is aware of MKA's business affairs and financial
condition and has acquired sufficient information about MKA to reach an
informed and knowledgeable decision to acquire the shares.
Accredited Investor. Xx. Xxxxxxxxxx is an "accredited investor" as defined
in Rule 501(a) of Regulation D promulgated under the Securities Act of
1933.
12. NO ASSIGNMENTS
This Agreement cannot be assigned by any party to any other party.
13. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
instrument.
14. GOVERNING LAW.
This Agreement and all acts and transactions pursuant hereto and the
rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of Nevada,
without giving effect to principles of conflicts of law.
15. AMENDMENTS AND WAIVERS .
Any term of this Agreement may be amended or waived only with the written
consent of all parties. Any amendment or waiver effected in accordance
with this section shall be binding upon the respective party and each
transferee of the share, and each future holder of all such shares.
16. SEVERABILITY
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, the parties agree to renegotiate such provision in
good faith, in order to maintain the economic position enjoyed by each
party as close as possible to that under the provision rendered
unenforceable. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then: (a) such
provision shall be excluded from this Agreement; (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded; and
(c) the balance of the Agreement shall be enforceable in accordance with
its terms.
17. ALL PROVISIONS OF THIS AGREEMENT HAVE BEEN NEGOTIATED AT ARMS LENGTH, EACH
PARTY HAVING LEGAL COUNSEL, AND THIS AGREEMENT SHALL NOT BE CONSTRUED FOR
OR AGAINST ANY PARTY BY REASON OF THE AUTHORSHIP OR ALLEGED authorship of
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any provision hereof, notwithstanding that each party may have signed a
separate signature page. The language in this Agreement shall be construed
as to its fair meaning and not strictly for or against any party.
18. ARBITRATION
Except in the event an equitable remedy or injunction is sought pursuant
to this Agreement, any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled exclusively by
arbitration before three arbitrators in accordance with the rules of the
American Association then current, and judgment upon the award rendered
may be entered in the highest court of the forum, country or state, having
jurisdiction.
19. NOTICES
Any notice required or permitted under the terms of this Agreement shall
unless otherwise provided by this Agreement be in writing and shall be
sufficiently given if delivered by hand or sent by registered courier or
facsimile to the respective parties at the address noted below for each
party, or to such other address or telephone or facsimile number as may
from time to time by notice be designated by the relevant party by notice
to the other parties to this Agreement. Any such notice shall be in the
English language and shall be deemed (in the absence of proof to the
contrary) to have been received and given: (a) in the case of delivery by
hand, at the time of delivery; (b) in the case of registered courier, at
the time of delivery; (c) in the case of registered mail, at the time of
delivery; and (d) in the case of facsimile, on the completion of
transmission if within normal business hours of the addressee.
MKA Capital Inc. MK Aviation XX
0000 Hong Kong New Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxxx, X00, Xxxxx00 y Xxxxx Xxxxxx
300 Huai Hai Zhong Road, Panama City, Xxxxxxxxx xx Xxxxxx
Xxxxxxxx 000000, XX Xxxxx Fax: x000-0000000
Fax: x00-00-00000000
Xx. Xxxxxxxxx Xxxxxxxxxx SANCON Recycling Pty Ltd.
Edificio Vallarino, P10 Calle52 y Xxxxx Xxxxxx 0/0000 Xxxxxxxxxx Xxxx,
Xxxxxx Xxxx, Xxxxxxxxx de Xxxxxx Xxxxxxxxx, XXX 0000 Xxxxxxxxx
Fax: x000-0000000 Fax: x00 0-0000 0000
Mr. Xxxx Xxxx Xx. Xxx, Lo Xxxxx
0/0000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 0000X, Xxxxxxx Xxxxx, Xx. 00,
XXX 0000 Xxxxxxxxx Xxxx Xx Xxxx, Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Fax: x00 0-0000 0000 Fax: x000-0000 0000
Xx. Xxx Xxxxxx
0/0000 Xxxxxxxxxx Xxxx, Xxxxxxxxx,
XXX 0000 Xxxxxxxxx
Fax: x00 0-0000 0000
20. FURTHER ASSURANCES
Each of the parties to this Agreement shall use such party's commercially
reasonable efforts to take such actions as may be necessary or reasonably
requested by the other parties to this Agreement to carry out and
consummate the transactions contemplated by this Agreement
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21. EXPENSES
Each of the parties to this Agreement shall bear such party's own expenses
and attorneys' fees in connection with the negotiation and preparation of
this Agreement and the transactions contemplated by this Agreement,
unless:
In the event this Agreement is not closed by decision or action taken by
Xx. Xxx, Xx. Xxxx and Xx. Xxxxxx, all expenses and attorneys' fees in
connection with the negotiation and preparation of this Agreement and the
transactions contemplated by this Agreement, will be borne entirely by the
"Buyers".
22. INVALIDITY
Should any provision of this Agreement be held by a court or arbitration
panel of competent jurisdiction to be enforceable only if modified, such
holding shall not affect the validity of the remainder of this Agreement,
the balance of which shall continue to be binding upon the parties to this
Agreement with any such modification to become a part hereof and treated
as though originally set forth in this Agreement.
23. INTERPRETATION
No provision of this Agreement shall be construed against a party because
such party of its attorney may have been the draftsman thereof.
Each of the undersigned joins in this Agreement for the purpose of
confirming his agreement to be bound by the terms of and the
representations, warranties, indemnities, obligations, agreements or
covenants contained in this Agreement and applicable to each party.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the effective date first written above.
______________________________ _________________________
Signed by Xx. Xxx, Lo Xxxxx Witness
for and on behalf of himself,
______________________________ _________________________
Signed by Xx. Xxx Xxxxxx Witness
for and on behalf of himself,
______________________________ _________________________
Signed by Mr. Xxxx Xxxx for Witness
and on behalf of himself, and
for and on behalf of SANCON Recycling Pty Ltd.
______________________________ _________________________
Signed by Mr. Xxxxx Xxxx Witness
Authorized signatory
for and on behalf of
MKA Capital Inc.
______________________________ _________________________
Signed by Xx. X.Xxxxxxxxxx Witness
for and on behalf of himself
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