SALE AND PURCHASE AGREEMENT relating to LCJ ACQUISITIONS LIMITED
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2005
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-and-
(2)
SUPERSTOCK
LIMITED
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relating
to
LCJ
ACQUISITIONS LIMITED
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XXXXXXX
XXXXXX & XXXXXXX
Solicitors
00
Xxxxxxx Xxxx
Xxxxxxx
Xxxxxxxxxxxxx
XX00 0XX
Tel
No. 00000 000000
Fax
No. 00000 000000
Ref:
RAP 41430-6
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THIS
AGREEMENT is
dated the 12th day
of October 2005
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BETWEEN
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(1)
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CLONURE
LIMITED
of
0xx xxxxx, Xxxxxxxxx House, Circular Road, Xxxxxxx, Isle of Man IM99
3ES
(the “Seller”);
and
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(2)
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SUPERSTOCK
LIMITED
(registered in England with number 2949455) whose registered office
is at
0 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX (the “Buyer”).
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BACKGROUND
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(A)
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LCJ
Acquisitions Limited (the “Company”),
a company registered in England with number 5052066, has at the date
of
this Agreement an authorised share capital of £5,000 divided into 300,000
Preference Shares of £0.01 each and 200,000 Ordinary Shares of £0.01 each
of which 300,000 Preference Shares and 100,000 Ordinary Shares are
issued
and fully paid or credited as fully
paid.
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(B)
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The
shareholders of record of the Company immediately prior to the transfers
contemplated by this Agreement and the Principle Sale Agreement (as
defined below) (the “Existing
Shareholders”)
are as follows:
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Name
of shareholder
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Ordinary
Shares of £0.01 each
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Preference
Shares of £0.01 each
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Clonure
Limited
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71,000
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300,000
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Louis
Xxxxxxx Xxxxxxx Xxxxxx
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20,000
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Xxxxxx
Xxxx Xxxxxx Xxxxx
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4,500
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Xxxxx
Xxxxxxx
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4,500
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(C)
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Louis
Xxxxxxx Xxxxxxx Xxxxxx (“Xxxxx”)
has agreed to sell and the Buyer has agreed to purchase the shares
in the
Company owned Louis on the terms of a sale and purchase agreement
(the
“Principle
Sale Agreement”)
entered into on the date hereof between Louis, Xxxx Xxxxxx, Xxxxxx
Xxxxxx,
the Buyer and a21, Inc. (the “Buyer’s
Parent”).
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(D)
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The
consideration payable to Seller for the Shares is contained in the
Principle Sale Agreement.
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(E)
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Xxxxx
Xxxxxxx and Xxxxxx Xxxx Xxxxxx Xxxxx (the “Minority
Sellers”)
have agreed to transfer their shares in the Company to the Buyer
on the
terms set out in this Agreement.
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AGREED
TERMS
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1
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Interpretation
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1.1
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In
this Agreement the following words and expressions have the following
meanings:
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“Buyer’s
Solicitors”
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Xxxxxxx
Xxxxxx & Xxxxxxx of 00 Xxxxxxx Xxxx, Xxxxxxx, XX00 0XX;
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“Completion”
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the
completion of the sale and purchase of the Shares pursuant to this
Agreement;
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“Confidential
Information”
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all
information received or obtained as a result of entering into or
performing, or supplied by or on behalf of a party in the negotiations
leading to, this Agreement and which relates to the Company or
any of it’s
subsidiaries, any aspect of the business of the Company and it’s
subsidiaries, the provisions of this Agreement, the subject matter
of this
Agreement or the Buyer;
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“Escrow
Agreement”
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the
Escrow Agreement as defined in the Principle Sale Agreement
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“Exchange
Agreement”
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the
exchange agreement between a21, Inc, Louis and the Minority Sellers
in the
agreed terms;
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“Preferred
Stock”
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Shares
of convertible, redeemable preferred stock, par value US$ 0.001
of a21,
Inc;
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“Seller’s
Solicitors”
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DMH
Xxxxxxxx of 00 Xxxx Xxxxxx, Xxxxxxx, XX00 0XX;
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“Shares”
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71,000
ordinary shares of £0.01 each and 300,000 preference shares of £0.01 each
in the capital of the Company owned by the Seller;
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“Subscription
Agreement”
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the
subscription agreement between a21, Inc and the Seller in agreed
terms;
and
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“Subsidiaries”
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Xxxxxx
1001 Limited (company number 4397004) and Xxxxxx Publishing Limited
(company number 2239472).
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1.2
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Clause
headings in this Agreement are for ease of reference only and do
not
affect the construction of any
provision.
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1.3
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Reference
to “in agreed terms” means in the form agreed between the Sellers
Solicitors and signed for the purposes of identification by or on
behalf
of each party.
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2
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Sale
and Purchase
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2.1
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Subject
to the terms and conditions of this Agreement the Seller shall sell
with
full title guarantee
and the Buyer shall purchase the Shares, with all rights attaching
to them
with effect from the date of this
Agreement.
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2.2
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The
Seller hereby
consents
to
the transfers
of
the shares in the capital of the Company by Louis and by the Minority
Sellers to the Buyer and
hereby irrevocably waives
all and any rights of pre-emption relating to such shares conferred
upon
it by the Articles of Association of the Company,
by
statute or otherwise.
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3
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Consideration
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The
purchase consideration for the Shares shall be as set for the in the Principle
Sale Agreement. The Seller acknowledges and agrees to the deposit of not more
than $420,000 pursuant to the Principle Sale Agreement into escrow pursuant
to
the terms of the Escrow Agreement for the purposes of securing the obligations
given in the Principle Sale Agreement (including, without limitation, completion
account adjustments, claims under warranties and under the Tax Deed (as defined
in the Principle Sale Agreement)) and the warranties at clause 5.1 of this
Agreement.
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4
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Completion
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4.1
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Completion
of the purchase of the Shares shall take place at the offices of
the
Buyer’s Solicitors immediately after the signing of this Agreement or on
such other date and at such other location as the parties may otherwise
agree in writing.
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4.2
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At
Completion:
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4.2.1
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the
Seller shall deliver via fax to the Buyer a duly completed and signed
transfer of the Shares in favour of the Buyer (or as it may direct)
together with the relative share certificate(s);
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4.2.2
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the
Seller shall procure that a board meeting of the Company shall be
held at
which the transfer referred to in clause 4.2.1 shall be approved
(subject
to stamping);
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4.2.3
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the
Seller shall deliver to the Seller via fax an executed Exchange Agreement,
Subscription Agreement and Escrow
Agreement;
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4.2.4
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the
Seller shall forward via courier or Royal Mail registered delivery
the
executed copies of the documents referred to in 4.2.1 to 4.2.3 above
to
the Buyer’s Solicitors within 24 hours of execution.
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4.3
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Subject
to the Seller complying with it’s obligations in clause 4.2, the Buyer
shall at Completion:
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4.3.1
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pay
for the Shares pursuant to the Principle Sale Agreement by way of
electronic transfer for same day value to the Seller’s Solicitors (or at
the written direction of the Sellers Solicitors to an account in
the name
of Singer & Xxxxxxxxxxx at Xxxxx Manhattan Bank in New York), the
Seller’s Solicitors or Singer & Xxxxxxxxxxx being irrevocably
authorised to receive the same and whose receipt shall be an effective
discharge of the Buyer’s obligation to pay such sum to the Seller and the
Buyer shall not be concerned to see to the application or be answerable
for the loss or misapplication of such
sum;
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4.3.2
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deposit
the requisite sum into escrow pursuant to the terms of the Principle
Sale
Agreement and Escrow Agreement;
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4.3.3
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deliver
to the Seller’s Solicitors stock certificates for the Preferred Stock and
the Common Stock;
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4.3.4
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deliver
to the Seller’s Solicitors a counterpart Exchange Agreement, Subscription
Agreement and Escrow Agreement;
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5
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Warranties
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5.1
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The
Seller
warrants and represents to the
Buyer that:
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5.1.1
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it
is the registered and beneficial owner of the
Shares;
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5.1.2
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there
are no liens, charges, claims, mortgages, securities or any other
encumbrances on, over or affecting the
Shares;
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5.1.3
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it
is entitled to sell and transfer to the Buyer the full legal and
beneficial ownership of the Shares with full title guarantee, without
the
consent of any third party; and
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5.1.4
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the
Shares
have been properly and validly allotted and issued and are each fully
paid.
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5.2
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The
rights and remedies of the Buyer in respect of any breach of the
above
warranties shall not be affected by Completion, by any failure to
exercise
or delay in exercising any right or remedy or by any other event
or matter
whatsoever, except a specific and duly authorised written waiver
or
release.
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5.3
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Any
information supplied by or on behalf of the Company or on behalf
of the
Subsidiaries (or by any officer, employee or agent of any of them)
to the
Seller or his advisers in connection with the warranties set out
in this
clause shall not constitute a warranty, representation or guarantee
as to
the accuracy of such information in favour of the Seller and the
Seller
undertakes to waive any and all claims which they might otherwise
have
against the Company or the Subsidiaries or against any officer, employee
or agent of any of them in respect of such claims but so that this
shall
not preclude the Seller from claiming against any other of the Existing
Shareholders under any right of contribution or indemnity to which
he may
be entitled.
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6
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Communications
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6.1
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All
communications
between the parties with respect to this Agreement shall be delivered
by
hand or sent by post to the address of the addressee as set out in
this
Agreement or to such other address as the addressee may from time
to time
have notified for the purpose of this
clause.
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6.2
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In
proving
service by post it shall only be necessary to prove that the communication
was contained in an envelope which was duly addressed and posted
in
accordance with this clause.
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7
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Confidentiality
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7.1
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The
Seller hereby undertakes with the Buyer, the Company and the Subsidiary
that it shall preserve the confidentiality of, and not directly
or
indirectly reveal, report, publish, disclose or transfer or use
for it’s
own or any other purposes Confidential Information
except:
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7.1.1
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in
the circumstances set out in Clause
7.2
below;
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7.1.2
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to
the extent otherwise expressly permitted by this Agreement;
or
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7.1.3
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with
the prior consent in writing of the party to whose affairs such
Confidential Information relates.
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| 7.2 |
The
circumstances referred to in Clause
7.1
above are:
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7.2.1
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where
the Confidential Information, before it is furnished to the Seller,
is in
the public domain;
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7.2.2
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where
the Confidential Information, after it is furnished to the Seller,
enters
the public domain otherwise than as a result of (i) a breach by
the Seller
of any of their obligations in this Clause
7
or
(ii) a breach by the person who disclosed that Confidential Information
of
a confidentiality obligation and the Seller is aware of such
breach;
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7.1.3
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if
and to the extent the Seller makes disclosure of the Confidential
Information to any person:
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| 7.1.3.1 |
in
compliance with any requirement of
law;
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| 7.1.3.2 |
in
response to a requirement of the UK Listing Authority, the Stock
Exchange
or the Panel on Takeovers and
Mergers;
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| 7.1.3.3 |
in
response to any applicable regulatory authority to which the Seller
subject where such requirement has the force of law;
or
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| 7.1.3.4 |
in
order to obtain tax or other clearances or consents from the Inland
Revenue or other relevant taxing or regulatory
authorities.
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8
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Assignment
and Successors in Title
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8.1
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No
party or any other person with enforceable rights under this Agreement
may
assign the benefit of its rights under this Agreement whether absolutely
or by way of security or deal in any way with any interest it has
under
this Agreement except (in the case of the Buyer only) by way of an
absolute assignment to an Affiliate of the Buyer and provided and
so long
as it remains an Affiliate (failing which the benefit of this Agreement
shall no longer be available to such assignee nor to any assignor)
save
that a party or any person with enforceable rights by virtue of the
Third
Party Rights Act may assign such benefit absolutely and/or by way
of
security to a person (other than (in the case of the Buyer) to an
Affiliate as aforesaid) only with the prior consent in writing of
the
parties (such consent not to be unreasonably withheld or delayed)
and any
purported assignment in contravention of this clause shall be
ineffective.
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8.2
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This
Agreement shall be binding upon and enure for the benefit of the
personal
representatives and assigns and successors in title of each of the
parties
and every other person with enforceable rights under this Agreement
and
references to the parties and such persons shall be construed
accordingly.
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9
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Third
Party rights
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No
term
of this Agreement shall be enforceable by a third party (being any person other
than the parties and their permitted successors and assignees) save that the
Buyer’s Parent shall be entitled to enforce any term of this Agreement.
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10
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Governing
Law and Jurisdiction
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English
law shall govern this Agreement and each of the parties hereby submits to the
exclusive jurisdiction of the courts of England and Wales.
Executed
as a deed on the date appearing on the first page of this
Agreement.
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EXECUTED
AS A DEED
(but
not delivered until dated) by
CLONURE
LIMITED
acting
by :
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)
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./s/........................................
DIRECTOR
/s/........................................
DIRECTOR/SECRETARY
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EXECUTED
AS A DEED
(but
not delivered until dated)
for
and on behalf of
SUPERSTOCK
LIMITED
acting
by:
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)
)
)
)
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/s/.........................................
DIRECTOR
.........................................
DIRECTOR/SECRETARY
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