Exhibit 3
Dated: 15 November 1999
MUSE TECHNOLOGIES, INC.
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GLE DEVELOPMENT CAPITAL LIMITED
AGREEMENT
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for the sale and purchase of part of
the issued share capital of
VIRTUAL PRESENCE LIMITED
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XxXxxxxx Xxxxxxxx
Pountney Hill House
6 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Ref: DMS-LondonUK\4502061v4
THIS AGREEMENT is made on 15 November 1999
BETWEEN:
(1) Muse Technologies, Inc., a Delaware corporation, whose registered office is
at 0000 Xxxxxxxx XX, Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx, 00000 (Purchaser)
(2) GLE Development Capital Limited (registered in England and Wales: number
2128556) whose registered office is at 00 Xxxx Xxxxxx, Xxxxxx XX0 0XX
(Vendor)
WHEREAS:
(A) Virtual Presence Limited (Company) is a private company limited by shares
incorporated in England. Xxxx X. Xxxxx is the legal and beneficial owner of
95,000 ordinary shares in the capital of the Company and the Second London
Enterprise Venture Fund ("LEVF II") is the beneficial owner of 132,000
preference shares and 77,727 cumulative convertible participating preferred
ordinary shares in the capital of the Company, which shares are held by its
nominee, NC Manchester Nominees Limited ("NCMN")
(B) The Vendor in its capacity as manager of LEVF II has agreed to procure the
sale of the preference shares and all of the cumulative convertible
participating preferred ordinary shares in the capital of the Company to the
Purchaser for the consideration and upon the terms set out in this Agreement.
IT IS AGREED as follows:
1 INTERPRETATION
1.1 In this Agreement, the following expressions shall have
the following meanings:
1999 Loan Stock means the (pound)20,000 50% unsecured loan stock in the Company
created by instrument dated March 29, 1996;
2000 Loan Stock means the (pound)10,000 50% unsecured loan stock in the Company
created by instrument dated July 1, 1997;
Board means the board of directors of the Company as constituted from time to
time;
BSE means the Boston Stock Exchange;
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Business means the business of the Company and its Subsidiaries at the date
hereof;
Business Day means a day (excluding Saturdays) on which banks generally are open
in London for the transaction of normal banking business;
Companies Act means the Companies Xxx 0000, as amended by the Companies Xxx
0000;
Company means Virtual Presence Limited;
Completion means completion of the sale and purchase of the Shares under this
Agreement;
Completion Date means 15 November, 1999 or such other date thereafter as may be
agreed to in writing between the Vendor and the Purchaser;
Consideration Shares means the 121,338 shares in the common stock of the
Purchaser to be allotted and issued to the Vendor as fully paid and
non-assessable shares in part satisfaction of the Initial Consideration;
Deferred Consideration means the additional consideration payable to the Vendor
by the Purchaser in accordance with clause 3;
Exchange Act means the United States Securities Exchange Act of 1934;
Group means the Company and the Subsidiaries;
Initial Consideration means the sum of U.S. $670,100;
Loan means the (pound)100,000 loan from the Vendor to the Company by letter
dated September 27, 1999;
LPMPA means the Law of Property (Miscellaneous Provisions) Xxx 0000;
NASDAQ means the Nasdaq Stock Market;
Purchaser's Counsel means XxXxxxxx Xxxxxxxx, Registered Foreign Lawyers and
Solicitors;
Schedule means Schedule 1 to this Agreement;
SEC means the United States Securities and Exchange Commission;
Service Contracts means the service contracts in the agreed form to be entered
into on Completion between each of Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx,
Xxxxxx Xxxxx and Xxxxxx Xxxxxxx and the Company;
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security interest means any security interest of any nature whatsoever
including, without limitation, any mortgage, charge, pledge, lien, assignment by
way of security or other encumbrance;
Shares means all of the issued preference shares of (pound)1.00 each and all of
the issued cumulative convertible participating preferred ordinary shares of
(pound)1.00 each in the capital of the Company;
Subsidiaries means VP Medical Limited, VR Solutions Limited, Virtual Presence,
Inc. and SIM Team SARL;
Taxes Act means the Income and Corporation Taxes Xxx 0000;
Time of Completion means 10:00 a.m. (London time) on the Completion Date;
U.S. $ and U.S. Dollars means the lawful currency of the United States of
America;
Vendor's Solicitors means Marriott Xxxxxxxx of 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx
XX0X 0XX; and
Warranties means the representations and warranties set out in Schedule 1.
1.2 In this Agreement, unless the context otherwise requires:
(a) references to persons shall include individuals, bodies corporate (wherever
incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and shall not affect the
construction of this Agreement;
(c) references to one gender include all genders;
(d) any reference to an enactment or statutory provision is a reference to it
as it may have been, or may from time to time be, amended, modified,
consolidated or re-enacted except to the extent that any such modification,
amendment, condition or re-enactment would increase or extend the liability
of the Vendor under this Agreement;
(e) any reference to a document in the agreed form is to the form of the
relevant document agreed between the parties and for the purpose of
identification initialed by each of them or on their behalf (in each case
with such amendments as may be agreed by or on behalf of the Vendor and the
Purchaser);
(f) references to any English legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, official or any
other legal concept shall, in respect of any jurisdiction other than
England, be deemed to
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include the legal concept which most nearly approximates in that
jurisdiction to the English legal term.
The Schedule comprises a schedule to this Agreement and forms part of this
Agreement.
2 SALE OF THE SHARES AND PRICE
2.1 The Vendor with full title guarantee agrees to sell the Shares and the
Purchaser agrees to purchase the Shares with effect from the Time of Completion,
on the terms that the same covenants shall be deemed to be given by the Vendor
on Completion in relation to the Shares as are implied under Part I of the LPMPA
where a disposition is expressed to be made with full title guarantee. The
Shares shall be sold free from all security interests, options, equities, claims
or other third party rights (including rights of pre-emption) of any nature
whatsoever, together with all rights attaching to them as of the Completion
Date.
2.2 The Consideration for the sale of the Shares is the amount of the Initial
Consideration (U.S. $670,100) plus the amount of the Deferred Consideration
(U.S. $192,750).
2.3 The Initial Consideration shall be satisfied by the issue and allotment of
the 121,338 Consideration Shares and the payment of U.S.$135,000 to the Vendor's
Solicitors on Completion.
2.4 The Deferred Consideration shall be satisfied in accordance with clause 3.
2.5 The Purchaser shall not be obliged to complete the purchase of any of the
Shares unless the purchase from Xxxx X. Xxxxx of all the ordinary shares in the
Company is completed simultaneously.
2.6 The Vendor hereby waives any pre-emption rights it may have relating to the
Shares, whether conferred by the Company's articles of association or otherwise.
2.7 The Vendor irrevocably authorises the Vendor's Solicitors to receive all
sums due to the Vendor under this Agreement. Unless otherwise instructed by the
Vendor, payment of the portion of the Consideration to be paid in cash is to be
made to the Vendor's Solicitors by wire transfer to its Client Account at The
Royal Bank of Scotland, Fleet Street Branch. The receipt of the Vendor's
Solicitors will constitute a full and valid discharge to the Purchaser and the
Purchaser will not be required to enquire as to the application of any such
payment.
3 DEFERRED CONSIDERATION
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3.1 Deferred Consideration equal to a total of U.S. $192,750 in cash is payable
to the Vendor, with U.S.$108,750 being payable to the Vendor on 15 May 2000 and
U.S.$84,000 being payable to the Vendor on 15 August 2000 .
3.2 In the event that the weighted average (the "Weighted Average") of the
trading price of shares of common stock of the Purchaser for the previous 20
trading days up to and including November 15, 2000 is less than U.S.$4.41 per
share (adjusted to reflect any stock dividend, split, recapitalization,
amalgamation, merger, consolidation, combination or exchange of shares or other
similar corporate change), the Purchaser shall allot and issue to the Vendor as
fully paid and non-assessable such number of shares in the common stock of the
Purchaser equal to the quotient A/B, where A equals the product obtained by
multiplying 87,302 by the difference between U.S.$4.41 less the Weighted
Average, and B equals the Weighted Average.
4 PURCHASER'S WARRANTIES
4.1 Purchaser hereby warrants and represents to the Vendor that:
4.1.1 Purchaser is a corporation duly organized and validly existing
under the laws of Delaware, and its common stock is registered
under the Exchange Act. The Purchaser is not in default of any
material requirement applicable to it under Delaware corporate
law or the Exchange Act or the regulations thereunder and has
complied in all material respects with all such requirements.
Shares in the common stock of the Purchaser have been listed and
posted for trading on NASDAQ and the BSE since November 17,
1998, and the Purchaser is in full compliance with all material
requirements of NASDAQ and the BSE applicable to listed
companies;
4.1.2 The Purchaser is not a party to, bound or affected by or subject
to any agreement, charter or by-law provision, order, judgment
or law which would be materially violated by, or under which any
material default would occur or any encumbrance would be created
as a result of the execution and delivery by it of this
Agreement or any other agreement to be delivered by it at
Completion or the performance by the Purchaser of this Agreement
or any such other agreement;
4.1.3 There is no suit, action, litigation, claim, complaint or
proceeding, including appeals and applications for review,
before any governmental authority or NASDAQ or the BSE in
progress or, to the knowledge of the Purchaser pending or
threatened against or relating to the Purchaser, or any of its
subsidiaries, which, if determined adversely to the Purchaser,
would prevent the Purchaser
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from (i) issuing the Consideration Shares or (ii) fulfilling all
of its other obligations under this Agreement, or (iii) would
materially adversely affect the business or prospects of the
Purchaser and the Purchaser has no knowledge of any existing
ground on which any such proceeding might be commenced with any
reasonable likelihood of success;
4.1.4 The documents filed by or on behalf of the Purchaser with NASDAQ
and the BSE and the SEC at the time of their filing complied as
to form in all material respects with the requirements of the
Exchange Act, and any other laws, as applicable, pursuant to
which those documents were filed and all the information and
statements contained therein were at the respective times of
filing thereof, true and correct;
4.1.5 At the time of the delivery or filing thereof, no material fact
or information was omitted from such documents which was
necessary to make the information and statements contained
therein not misleading in light of the circumstances in which
they were made;
4.1.6 The allotment and issue of the Consideration Shares has been
duly authorised and upon issue, the Consideration Shares will be
validly issued and outstanding as fully paid and non assessable
common stock of the Purchaser and the Consideration Shares have
not previously been issued;
4.1.7 This Agreement has been fully authorised, executed and delivered
on behalf of the Purchaser and is enforceable against the
Purchaser in accordance with its terms, except as such
enforceability may be limited by equitable principles and
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors rights generally;
4.1.8 Prompt disclosure shall be made to the Vendor of all relevant
information which comes to the notice of the Purchaser in
relation to any fact or matter (whether existing on or before
the date of this Agreement or arising afterwards) which may
constitute a breach of any of the Purchaser's warranties if the
warranties were to be repeated on or at any time before
Completion by reference to the facts and circumstances then
existing.
4.1.9 No action shall be taken by the Purchaser which is inconsistent
with the provisions of this Agreement or the consummation of the
transactions contemplated by this Agreement.
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4.2 The Purchaser's warranties pursuant to clause 4.1 shall be deemed to be
repeated immediately before Completion with reference to the facts and
circumstances then existing.
5 COMPLETION
5.1 The sale and purchase of the Shares shall be completed at the offices of the
Purchaser's Counsel. The events referred to in the following provisions of this
clause 5 shall take place on Completion.
5.2 The Vendor shall deliver (or cause to be delivered) to the Purchaser:
5.2.1 duly executed transfers in respect of the Shares, together with
the relative share certificates as follows;
Transferor Transferee No. and type of Shares
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(1) NC Manchester Nominees Ltd. Purchaser 132,000 preference
(2) NC Manchester Nominees Ltd. Purchaser 77,727 cumulative
convertible participating
preferred ordinary
5.2.2 a release in a form acceptable to the Purchaser in respect of
the repayment in full of the 1999 Loan Stock, the 2000 Loan Stock and
the Loan;
5.2.3 written evidence satisfactory to the Purchaser of the ability of
the Vendor to sell the Shares on behalf of NCMN.
5.3 The Vendor shall so far as it is able procure that resolutions of the
Board are passed by which the following business is transacted:
5.3.1 the registration (subject to their being duly stamped) of the
transfers in respect of the Shares referred to in clause 5.2 and the
transfer of all of the ordinary shares purchased by the Purchaser from
Xxxx X. Xxxxx is approved; and
5.3.2 effective upon Completion, the acceptance of the resignations of
Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx from
the Board.
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5.4 The Vendor shall not be required to complete this transaction unless it has
received from the Company the sum of (pound)131,00 in full and final
satisfaction of all amounts owing under the 1999 Loan Stock, the 2000 Loan Stock
and the Loan, and the Purchaser hereby agrees to make available to the Company
sufficient funds for this purchase provided it has completed the transaction in
respect of the purchase of all of the ordinary shares in the capital of the
Company from Xxxx X. Xxxxx.
5.5 The Purchaser shall:
5.5.1 in satisfaction of its obligations under clause 2.3 with respect
to the payment in cash, cause the amount referred to in clause
2.3 to be paid by electronic funds transfer to Vendor's
Solicitors bank account at The Royal Bank of Scotland plc, or
such other account as the Vendor directs;
5.5.2 in satisfaction of its obligations under clause 2.3 with respect
to the Consideration Shares, cause such Consideration Shares
(constituting the balance of the Initial Consideration) to be
allotted to the Vendor credited as fully paid, the Vendor's name
to be entered in the register of shareholders and certificates
in respect of the Consideration Shares to be delivered to the
Vendor bearing the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE
UNITED STATES UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER
SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER IS OBTAINED TO THE EFFECT
THAT SUCH REGISTRATION IS NOT REQUIRED."
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND SUBJECT TO ALL THE TERMS AND
CONDITIONS OF A CERTAIN SHARE PURCHASE AGREEMENT DATED
NOVEMBER__, 1999, COPIES OF WHICH MUSE TECHNOLOGIES, INC. WILL
FURNISH TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND
WITHOUT CHARGE."
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Any payment made in accordance with clause 5.5.1 shall constitute a good
discharge for the Purchaser of that part of its obligations under clause 2.3 and
the Purchaser shall not be concerned to see that the funds are applied in
payment to the Vendor.
5.6 The Purchaser shall not be required to complete this transaction unless each
of the following conditions has been satisfied:
5.6.1 the Purchaser has completed the purchase of all of the ordinary
shares in the capital of the Company from Xxxx Xxxxxx Xxxxx;
5.6.2 the Certificates of Incorporation, Common Seal, Share Register and
Share Certificate Book (with any unissued share certificates) and all
minute books and other statutory books (which shall be written-up to but
not including Completion) of the Company and of each Group Company have
been delivered to the Purchaser;
5.6.3 all such other documents (including any necessary waivers of
pre-emption rights or other consents) as may be required to enable the
Purchaser and/or its nominee to be registered as the holder(s) of the
Shares have been delivered to the Purchaser.
6. Covenants
6.1 The Vendor covenants with the Purchaser that the Vendor will not sell,
transfer, assign, pledge or lend (nor will the Vendor agree to sell, transfer,
assign, pledge or lend) the Consideration Shares prior to the date which is the
closest Business Day to, but which is not less than, the one year anniversary
date of the Completion Date.
6.2 The Purchaser covenants with the Vendor that no later than one month prior
to the one year anniversary date of the Completion Date it shall provide its
transfer agent with written instructions to remove the restrictive legends on
the Consideration Shares referred to in clause 5.5.2, subject to applicable law.
7 WARRANTIES
7.1 The Vendor represents and warrants to the Purchaser in the terms of the
Warranties and acknowledges that the Purchaser has entered into this Agreement
in reliance upon the Warranties.
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7.2 Each of the Warranties shall be construed as a separate Warranty and (save
as expressly provided to the contrary) shall not be limited or restricted by
reference to or inference from the terms of any other Warranty or any other term
of this Agreement.
7.3 The Warranties shall be deemed to be repeated immediately before Completion
with reference to the facts and circumstances then existing.
8 ENTIRE AGREEMENT
8.1 This Agreement constitutes the entire agreement and understanding between
the parties in connection with the sale and purchase of the Shares. Neither
party has entered into this Agreement in reliance upon any representation,
warranty or undertaking which is not set out or referred to in this Agreement.
9 VARIATION
9.1 No variation of this Agreement (or of any of the documents referred to in
this Agreement) shall be valid unless it is in writing and signed by or on
behalf of each of the parties to it. The expression "variation" shall include
any variation, supplement, deletion or replacement however effected.
9.2 Unless expressly agreed, no variation shall constitute a general waiver of
any provisions of this Agreement, nor shall it affect any rights, obligations or
liabilities under or pursuant to this Agreement which have already accrued up to
the date of variation, and the rights and obligations of the parties under or
pursuant to this Agreement shall remain in full force and effect, except and
only to the extent that they are so varied.
10 ASSIGNMENT
10.1 It is acknowledged and agreed by the Vendor that the Purchaser may at any
time following Completion effect an intra-group reorganisation whereby the
Purchaser may sell or transfer all or any of the Shares or the business and
assets of the Company to any other affiliate of the Purchaser following
Completion, or sell all or any of the Shares to a third party or parties
following the date of this Agreement. Accordingly, subject to clause 10.2 the
Vendor agrees that subject to the prior payment in full of the Deferred
Consideration the benefit of this Agreement, the Warranties and any other
provision of this Agreement may be assigned (in whole or in part) by the
Purchaser without the consent of the Vendor to, and may be enforced by, any
affiliate of the Purchaser or any third party which is the legal and/or
beneficial owner for the time being of any or all of the Shares or the business
and assets of the Group as if it were the Purchaser under this Agreement.
10.2 If the benefit of the whole or any part of this Agreement is assigned by
the Purchaser to any affiliate of the Purchaser in accordance with clause 10.1
that affiliate
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of the Purchaser may at any time assign the same to any other affiliate of the
Purchaser and where any such assignee subsequently ceases to be an affiliate of
the Purchaser the Purchaser shall procure that before it so ceases it shall
assign that benefit to the Purchaser or to another continuing affiliate of the
Purchaser.
10.3 The Purchaser may assign its rights under this Agreement by way of security
to any bank(s) and/or financial institution(s) lending money or making other
banking facilities available to the Purchaser for the acquisition of the Shares.
The Purchaser acknowledges and agrees that the rights conferred on any such
assignee shall only be exercisable at the same time as it exercises its security
under such finance arrangements.
10.4 The parties acknowledge and agree that if the Purchaser assigns the benefit
of this Agreement in whole or in part to any other person the liabilities of the
Vendor under this Agreement to the Purchaser and its affiliates shall be no
greater, and no less, than such liabilities would have been had the assignment
not occurred.
10.5 Immediately after any assignment in accordance with this clause 10 the
Purchaser will give written notice of the assignment to the Vendor containing
details of the assignment including the identity of the assignor and assignee.
10.6 Save as provided in clauses 10.1 to 10.5, neither party shall be entitled
to assign the benefit of any provision of this Agreement without the prior
written consent of the other party.
10.7 Any purported assignment in contravention of this clause 10 shall be void.
11 ANNOUNCEMENTS
11.1 Except as required by law or by any stock market/exchange or governmental
or other regulatory or supervisory body or authority of competent jurisdiction
to whose rules the party making the announcement or disclosure is subject,
whether or not having the force of law, no announcement or circular or
disclosure in connection with the existence or subject matter of this Agreement
shall be made or issued by or on behalf of the Vendor or the Purchaser or the
Group without the prior written approval of the other the Vendor and the
Purchaser (such approval not to be unreasonably withheld or delayed), during any
period before or within three (3) months after Completion.
11.2 Where any announcement or disclosure is made in reliance on the exception
in clause 11.1, the party making the announcement or disclosure will use its
reasonable endeavours to consult with the other party in advance as to the form,
content and timing of the announcement or disclosure.
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12 COSTS
12.1 Subject to clause 12.2, each of the parties shall pay its own Costs
incurred in connection with the negotiation, preparation and implementation of
this Agreement and any related agreements or documents.
12.2 The Purchaser shall bear all stamp or other documentary or transaction
duties and any other transfer taxes arising as a result or in consequence of
this Agreement or of its implementation.
13 SEVERABILITY
13.1 If any provision of this Agreement is held to be invalid or unenforceable,
then such provision shall (so far as it is invalid or unenforceable) be given no
effect and shall be deemed not to be included in this Agreement but without
invalidating any of the remaining provisions of this Agreement. The parties
shall then use all reasonable endeavours to replace the invalid or unenforceable
provisions by a valid and enforceable substitute provision the effect of which
is as close as possible to the intended effect of the invalid or unenforceable
provision.
14 COUNTERPARTS
14.1 This Agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which is an original but all of
which together constitute one and the same instrument.
15 WAIVERS/PURCHASER'S RIGHTS AND REMEDIES
15.1 No failure or delay by the Purchaser in exercising any right or remedy
provided by law under or pursuant to this Agreement shall impair such right or
remedy or operate or be construed as a waiver or variation of it or preclude its
exercise at any subsequent time and no single or partial exercise of any such
right or remedy shall preclude any other or further exercise of it or the
exercise of any other right or remedy.
15.2 The rights and remedies of the Purchaser under or pursuant to this
Agreement are cumulative, may be exercised as often as such party considers
appropriate and are in addition to its rights and remedies under general law.
15.3 The rights and remedies of the Purchaser under this Agreement shall not be
affected, and the Vendor's liabilities under this Agreement shall not be
released, discharged or impaired, by (i) Completion, or (ii) any event or matter
whatsoever, other than a specific and duly authorised written waiver or release
by the Purchaser.
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16 FURTHER ASSURANCE
16.1 The Vendor and the Purchaser agree to perform (or procure the performance
of) all further acts and things, and execute and deliver (or procure the
execution and delivery of) such further documents, as may be required by law or
as the Purchaser or Vendor may reasonably require, whether on or after
Completion, to implement and/or give effect to this Agreement and the
transaction contemplated by it and for the purpose of vesting in the Purchaser
or Vendor, as the case may be, the full benefit of the assets, rights and
benefits to be transferred to the Purchaser or Vendors under this Agreement.
17 NOTICES
17.1 Any notice or other communication to be given by one party to the other/any
other party under, or in connection with, this Agreement shall be in writing and
signed by or on behalf of the party giving it. It shall be served by sending it
by fax to the number set out in clause 17.2, or delivering it by hand, or
sending it by pre-paid recorded delivery or registered post, to the address set
out in clause 17.2 and in each case marked for the attention of the relevant
party set out in clause 17.2 (or as otherwise notified from time to time in
accordance with the provisions of this clause 17). Any notice so served by hand,
fax or post shall be deemed to have been duly given:
(a) in the case of delivery by hand, when delivered;
(b) in the case of fax, at the time of transmission;
(c) in the case of prepaid recorded delivery or registered post, at 10am on the
second Business Day following the date of posting
provided that in each case where delivery by hand or by fax occurs after 4.30pm
on a Business Day or on a day which is not a Business Day, service shall be
deemed to occur at 9am on the next following Business Day.
References to time in this clause are to local time in the country of the
addressee.
17.2 The addresses and fax numbers of the parties for the purpose of clause 17.1
are as follows:
Vendor
For the attention of: Xxxx Xxxxxxx
Address: 00 Xxxx Xxxxxx
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Xxxxxx XX0 0XX
Fax: 0000 000-0000
With a copy to: Xxxxxx Xxxxx
Address: Marriott Xxxxxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Fax: 0000 000-0000
Purchaser
c/o Xxxxx Xxxxx
Address: Muse Technologies, Inc.
0000 Xxxxxxxx X.X.
Xxxxxxxxxxx, Xxx Xxxxxx
00000
Fax: 000 000 000-0000
With a copy to: Xxxxxx X. Xxxxx
Address: XxXxxxxx Xxxxxxxx
Pountney Hill House
6 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Fax: 0000 000-0000
17.3 A party may notify any other party to this Agreement of a change to its
name, relevant addressee, address or fax number for the purposes of this clause
17, provided that, such notice shall only be effective on:
(a) the date specified in the notice as the date on which the change is to take
place; or
(b) if no date is specified or the date specified is less than five
Business Days after the date on which notice is given, the date
following five Business Days after notice of any change has been given.
17.4 In proving such service it shall be sufficient to prove that the envelope
containing such notice was properly addressed and delivered either to the
address shown thereon or into the custody of the postal authorities as a
pre-paid recorded delivery or registered post letter, or that the facsimile
transmission was made after
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obtaining in person or by telephone appropriate evidence of the capacity of the
addressee to receive the same, as the case may be.
18 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
18.1 This Agreement and the relationship between the parties shall be governed
by, and interpreted in accordance with, English law.
18.2 Each of the parties agrees that the courts of England are to have exclusive
jurisdiction to settle any disputes (including claims for set-off and
counterclaims) which may arise in connection with the creation, validity,
effect, interpretation or performance of, or the legal relationships established
by, this Agreement or otherwise arising in connection with this Agreement, and
for such purposes irrevocably submit to the jurisdiction of the English courts.
18.3 The Purchaser irrevocably consents to service of process or any other
documents in connection with proceedings in any court by facsimile transmission,
personal service, delivery at any address specified in this Agreement or any
other usual address, mail or in any other manner permitted by English law, the
law of the place of service or the law of the jurisdiction where proceedings are
instituted and hereby irrevocably appoints the Purchaser's Counsel as its agent
for service for these purposes.
AS WITNESS this Agreement has been signed on behalf of the parties the day and
year first before written.
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SCHEDULE
THE WARRANTIES
Authorisations
1. The Vendor has obtained all authorisations and all other applicable consents
and waivers required to empower it to enter into and to perform its obligations
under this Agreement.
2. This Agreement has been fully authorised, executed and delivered on behalf of
the Vendor and is enforceable against the Vendor in accordance with its terms,
except as such enforceability may be limited by equitable principles and
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
The Company and the Shares
3. All of the Shares are fully-paid or properly credited as fully-paid and the
Vendor is the sole legal and beneficial owner of them free from all security
interests, options, equities, claims or other third party rights (including
rights of pre-emption).
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SIGNED by XXXXXX XXXXXX )
for and on behalf of ) -----------------------------------
MUSE TECHNOLOGIES INC. in the )
presence of )
SIGNED by XXXXXXX XXXXXX )
for and on behalf of ) -----------------------------------
GLE DEVELOPMENT CAPITAL )
LIMITED )
in the presence of: )
)
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