SHARE TRANSFER AGREEMENT in relation to SILICON SOUTH, INC. aka ALPHA WASTEWATER INC.

SHARE TRANSFER AGREEMENT


in relation to


 SILICON SOUTH, INC. aka ALPHA WASTEWATER INC.



 THIS AGREEMENT is made on the 13th  day of May, 2011 by and between:



(1)

 

ASIAMERA Capital Inc. and/or Xxxxx X.Xxxxx of, 0000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx. X0X 0X0

                                                                                                                                 (“ Seller”)


AND:

 

 

 

(2)

 

XXXXX X. XXXXXXX, Xxxxxxxxxxx xx  Xxxxx 000, 5589  Xxxxx Road, Burnaby, British Columbia, Canada. V5J 3J1

                                                                                                                                 ("Buyer")


IT IS AGREED as follows:




1

 

Definitions and interpretation

 

 

 

1.1

 

Definitions

 

 

 

 

 

In this Agreement unless the context requires otherwise:

 

 

 

 

 

SEC means Securities Exchange Commission of the United States.

 

 

 

 

 

“COMPANY” means the shares of ALPHA WASTEWATER INC. presently trading as SILICON SOUTH INC. symbol SSOU OTC.;

 

 

 

 

 

"Completion" means completion of the transfer of the Transfer Shares in accordance with clause 4;

 

 

 

 

 

"Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, right, interest or preference granted to any third party, or any other encumbrance or security interest of any kind (or an agreement or commitment to create any of the same);

 

 

 

 

“

USD” means United States of American dollars;

 

 

 

 

 

"Proceedings" means any proceeding, suit or action arising out of or in connection with this Agreement;

 

 

 

 

 

"Purchase Price" means $.001 USD

 

 

 


"Transfer Shares" means the 1,000,000 common shares of nominal value US$0.001 each in the capital of the Company (ALPHA WASTEWATER INC/SILICON SOUTH INC.)  legally and beneficially owned by the Seller  as the context requires;

 

 

 

 

 

"US$" means United States dollars, the lawful currency of the United States of America; and

 

 

 

 

 

"Warranties" means the warranties and representations set out in the Schedule and referred
to in clause 5, "Warranty" means any or a specific one of them.

 

 

 

 

 

1.2

Interpretation

 

 

 

 

 

In this Agreement, unless the context requires otherwise:

 

(a)

 

the schedule to this Agreement forms part of this Agreement and shall have effect as if
set out in full in the body of this Agreement;

 

 

 

 

 

(b)

 

references to this Agreement or any provision of it or any other document are to this Agreement, that provision or that document as amended from time to time in
accordance with the terms of this Agreement or that document or otherwise with the agreement of the relevant parties;

 

 

 

 

 

(c)

 

references to any US legal term or any legal concept or thing shall in respect of any jurisdiction other than US be deemed to include what most nearly approximates in that jurisdiction to the US legal term;

 

 

 

 

2

 

Transfer of the Transfer Shares

 

 

 

 

 

2.1

Transfer

2.1.

 

1. The Seller as legal and beneficial owner shall transfer to the Buyer and the Buyer
(relying on the representations, warranties, undertakings and indemnities contained in
this Agreement) shall accept the transfer of the Transfer Shares free from all
Encumbrances.

 

 

 

2.1.

 

2. The Buyer shall not be obliged to complete the transfer of any of the Transfer Shares
unless the transfer of all the Transfer Shares is completed simultaneously.

3.    Consideration


3.1   The consideration for the transfer of the Transfer Shares shall be the payment of the

        Purchase Price on Completion by the Buyer to the Seller and the execution of the asset

        Purchase agreement, the technology transfer license agreement and the service agreement

        and shall join the board of directors of the Pubco.


4      Completion


4.1   Completion





 

 





Completion shall take place after the signing of this Agreement or before May 30th, 2011

 

 

 

4.2

 

Completion obligations

 

 

 

4.2.1

 

At Completion, the Seller shall deliver to or to the order of the Buyer or at such time as
the name change is effected:

 

(a)

 

a duly executed instrument of transfer in respect of the Transfer Shares completed in
favor of the Buyer (or as it may direct);

 

 

 

 

 

(b)

 

all share certificates in respect of the Transfer Shares;

 

 

 

 

 

(c)

 

all powers of attorney or other authorities (if any) under which the instrument of transfer
in relation to the Transfer Shares have been executed, together with such other
documents as may be required to give a good title to the Transfer Shares and to enable
the Buyer or its nominees to become the registered holder of them; and

 

 

 

 

 

(d)

 

such other documents as the Buyer may reasonably request.

 4.2.2

 

At Completion, the Buyer shall or at such time as the name change is effected:

 

 

 

 (a)

 

pay the Seller the Purchase Price; and

 

 

 

 

 

 

 

 

 

 (b)

 

deliver to the Seller a duly executed instrument of transfer in respect of the Transfer
Shares.

 

5

 

Warranties

 

 

 

 

 

5.1

 

Warranties and representations

 

 

 

 

 

5.1.1

 

The Seller:

 

 

 

 

(a)

 

warrants and represents to the Buyer (for itself and as trustee for its successors in title)
that each of the Warranties is true and accurate in all respects and not misleading in any respect; and

 

 

 

 

 

 

 

 

 

 

 

(b)

 

acknowledges that the Buyer has entered into this Agreement in reliance on, among other things, the Warranties.

 

 

 

5.1.2

 

The Seller shall indemnify the Buyer and keep it indemnified against all claims, damages,
losses, outgoings and liabilities whatsoever which may arise out of any breach of the
Warranties, together with all costs, charges, interest, penalties and expenses relating thereto.

 

 

 

 

 

 

 

 

 

5.2

 

Warranties separate

 

 

 

 

 

 

 

 

 

 

 

Each of the paragraphs in the Schedule:

 

 

 

 

(a)

 

shall be construed as a separate and independent warranty and representation; and

 

 

 

 

 

 

 

 

 

 

 

(b)

 

unless expressly provided in this Agreement, shall not be limited by reference to another paragraph of the Schedule or by any other provision of this Agreement and the Buyer

 

 

 

 

 

      shall have a separate claim and right of action in respect of every breach of a Warranty.

 

 

 

 

 

 

 

 

 

5.3

 

Effect of completion

 

 

 

 

 

 

 

 

 

 

 

The Warranties shall not in any respect be extinguished or affected by Completion.

 

 

 

 

 

 

 

 

 

6

 

Entire agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.1

 

This Agreement and any other documents referred to in this Agreement constitute the whole
and only agreement between the parties relating to the subject matters hereof and, except if
and only to the extent repeated in any of the documents referred to, supersedes and
extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

 

 

 

 

 

 

 

 

 

6.2

 

Each party to this Agreement acknowledges that in entering into this Agreement and any
other documents referred to in this Agreement on the terms set out therein, it is not relying
upon any representation, warranty, promise or assurance made or given by the other party or
any other person, whether or not in writing, at any time before the execution of this
Agreement which is not expressly set out herein.


 

 

 

7

 

Further assurances

 

 

 

 

 

Each party to this Agreement shall from time to time, on being required to do so by the other party to this Agreement, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to such requesting party as that requesting party may reasonably consider necessary for giving full effect to this Agreement and securing to that requesting party the full benefit of the rights, powers and remedies conferred upon that requesting party in this Agreement.

 

 

 

8

 

Waivers and releases

 

 

 

8.1

 

The rights and remedies of each party to this Agreement are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it. No neglect, delay or indulgence by any party in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any right or remedy of any party under this Agreement shall affect or restrict the further exercise or enforcement of any such right or remedy.

 

 

 

8.2

 

The liability of any party to this Agreement may in whole or in part be released, compounded or compromised and if the other party gives time or indulgence to the person under such liability, this shall in no way prejudice or affect that party's rights against any other person under the same or similar liability.

 

 

 

9

 

Miscellaneous

 

 

 

9.1

 

Alterations

 

 

 

 

 

No purported alteration of this Agreement or of any of the documents referred to in this Agreement shall be effective unless it is in writing, refers specifically to this Agreement and is duly executed by each party to it.

 

 

 

9.2

 

Counterparts

 

 

 

 

 

This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, and each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one and the same instrument.

 

 

 

9.3

 

Costs


 

 

Except as provided in this Agreement, each of the parties to this Agreement shall pay its own respective legal and other costs and expenses in connection with the negotiation, preparation, execution and performance by it of this Agreement and all ancillary documents.

 

 

 

10

 

Governing law and submission to jurisdiction

 

 

 

10.1

 

This Agreement shall be governed by and construed in accordance with the laws the United States of America.

 

 

 

10.2

 

The parties to this Agreement irrevocably agree that the courts of the USA are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any Proceedings may be brought in such courts.



THIS AGREEMENT has been executed on the date stated at the beginning.




SIGNED by Xxxxx X. Xxxxx

for himself and on behalf of

Asiamera Capital Inc.

 

 

)
)
        )

 

 



_______________________
/s/Xxxxx X. Xxxxx

 

 

  

 

 

 

 

 

Authorized Signature

 

 

  

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNED by

 

 

                            )

 

 

 

 

 

Xxxxx X. Xxxxxxx

 

 

)

 

 

 ______________________

 

 

 

 

 

)

 

 

/s/Xxxxx X. Xxxxxxx

 

 

                                                                                       Authorized Signature




Schedule


The Warranties


The Seller warrants and represents to the Buyer that:


1

 

Transfer Shares

 

 

 

1.1

 

It is the sole legal and beneficial owner of the Transfer Shares.

 

 

 

1.2

 

There is no Encumbrance on, over or affecting the Transfer Shares and no person has made
any claim to be entitled to any right over or affecting the Transfer Shares.

 

 

 

2

 

Powers and obligations of the Seller

 

 

 

2.1

 

It has the right, power and authority and has taken all action necessary to execute and deliver and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before Completion. It is a PUBLIC COMPANY with limited liability and incorporated and validly existing under the laws of its place of incorporation.

 

 

 

2.2

 

Where necessary this Agreement constitutes and the other documents to be executed by it and delivered at Completion will, when executed, constitute legal, valid and binding obligations
of it enforceable in accordance with their respective terms.

 

 

 

2.3

 

It is entitled to transfer the full legal and beneficial ownership in the Transfer Shares to the Buyer on the terms set out in this Agreement.

 

 

 

2.4

 

No consent, authorization, license or approval of or notice to any governmental,
administrative, judicial or regulatory body, authority or organization or any other person is required to authorize the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by it of its obligations under this Agreement. Nor will it be required as a consequence of this Agreement.

 

 

 

3

 

Solvency

 

 

 

3.1

 

No order has been made and no resolution has been passed for the winding up of it or for a provisional liquidator to be appointed in respect of it and no petition has been presented and
no meeting has been convened for the purpose of the winding up of it.

 

 

 

3.2

 

No receiver (which expression shall include an administrative receiver) has been appointed in respect of it or in respect of all or any part of its assets.

 

 

 

3.3

 

It is not insolvent or unable to pay its debts and neither has it stopped paying its debts as they fall due.






3.4

 

No composition in satisfaction of the debts of it or scheme of arrangement of its affairs or compromise or arrangement between it and its creditors or members or any class of its creditors or members has been proposed, sanctioned or approved, and no step is or has been taken to do any of those things.

 

 

 

3.5

 

No event analogous to any of the foregoing in respect of it has occurred in or outside the
USA.

 

 

 

3.6

 

No circumstances have arisen which are likely to result in a transaction to which it is a party being set aside.

 

 

 

3.7

 

No unsatisfied judgment is outstanding against it.


END DOCUMENT




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Filed: June 21st, 2011
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