EXHIBIT 10.25
AGREEMENT
1. PARTIES
1.1 ASTRATA (MALAYSIA) Sdn Bhd (Co. No.645257-D) (formerly known as
OptronTech (Malaysia) Sdn Bhd) having its registered office at Xxx
000, Xxxxx X, Xxxxxx Xxxxxxxx Xxxxxx, Xx. 00, Xxxxx XX0/0, 47301
Kelana Jaya, Selangor (hereinafter referred to as the "BUYER")
And
1.2 ASTRATA GEOTRAX Sdn Bhd (Co. No. 645151-M) (formerly known as
OptronGesTRAX Sdn Bhd) having its registered office at Xxx 000, Xxxxx
X, Xxxxxx Xxxxxxxx Xxxxxx, Xx.00, Xxxxx XX0/0, 47301 Kelana Jaya,
Selangor (hereinafter referred to as the "COMPANY")
And
1.3 Geotrax Technologies Sdn Bhd (Co. No. 519403A) having its registered
address at Xxx 000, Xxxxx X, Xxxxxx Xxxxxxxx Xxxxxx, Xx. 00, Xxxxx
XX0/0, 47301 Kelana Jaya, Selangor (hereinafter referred to as the
"SELLER")
2. DEFINITIONS
In THIS AGREEMENT unless inconsistent with the context, the following terms
and expressions shall have the meanings assigned to them hereunder namely:-
2.1 "SALE SHARES" all of the issued shares in the share capital
of the COMPANY owned by the SELLER constituting
40% of the issued share capital of the COMPANY;
2.2 "CLAIMS" any and all claims of the SELLER against the
COMPANY as at the EFFECTIVE DATE, whether on loan
account or howsoever arising;
2.3 "EFFECTIVE DATE" 1st day of December 2004
2.4 "CLOSING DATE" 31 January 2005;
2.5 "DATE HEREOF" the date on which THIS AGREEMENT is duly signed by
or on behalf of all the PARTIES hereto, and if
not so signed on the same date then the date of
the last signature hereto;
2.6 "THE/THIS AGREEMENT" THIS AGREEMENT together with all of the annexures
hereto;
2.7 "AGI SHARES" shares of common stock in Astrata Group Inc. to be
issued at an issue price equal to the 20 day
moving average trading price of shares of common
stock in ASTRATA GROUP INC. for the period
immediately preceding the date of issue of such
shares, provided that in no case the issue price
of such shares shall be less than 5.00 USD and
which shares shall be subject to the restriction
that same may not be sold, hypotheticated or
traded for a period of three (3) years from the
date of issue thereof and provided further that
notwithstanding the aforegoing restriction, the
SELLER shall be entitled to sell or dispose of
such shares to ASTRATA GROUP INC at a mutually
agreed purchase price at any time prior to the
expiry of the three (3) year period aforesaid.
3. SALE AND PURCHASE
For the consideration provided hereto, the SELLER hereby sells the SALE
SHARES and the CLAIMS to the BUYER with effect from the EFFECTIVE DATE.
4. PURCHASE PRICE AND PAYMENT
4.1 The purchase price payable by the BUYER to the SELLER for the SALE
SHARES and CLAIMS shall be an amount in the sum of 300,000 United
States Dollars (300,000 USD).
4.2 The purchase price shall be paid and discharged by way of the BUYER
causing to be delivered to the SELLER so many AGI SHARES as will
constitute 300,000 USD on the date of issue thereof.
5. PERFORMANCE COMPENSATION
In addition and without derogation to the purchase price provided for in
clause 4 above, the SELLER shall be paid further compensation as follows:-
5.1 The performance milestones for the COMPANY in deciding the said
further compensation shall be determined by the BUYER and shall be
agreed with the SELLER on a mutual basis within one (1) month from the
closing date;
5.2 The performance milestones shall be for and in respect of the first
three (3) years following the CLOSING DATE;
5.3 Subject to and conditional upon the successful achievement of the
performance milestones envisaged in clauses 5.1 and 5.2, the BUYER
shall cause to be delivered to the SELLER in three (3) equal tranches,
commencing on first anniversary of the CLOSING DATE and thereafter on
the subsequent two (2) anniversaries thereof, so many AGI SHARES as
will constitute 100 000 USD per tranche.
6. BOARD APPOINTMENT
Xxxx shall be appointed to the Board of Directors of the BUYER as a
non-executive Director and will receive a monthly remuneration of RM 10,000
(Ten Thousand Malaysian Riggit) per month for which he will be expected to
work a minimum of two days per week in the capacity of Business Development
Director. This remuneration package is inclusive of vehicle allowance and
is subject to normal EPF, insurance and ASTRATA standard incentive bonus
scheme.
7. COMPLETION
7.1 Completion of the purchase and sale recorded in clause 3 shall take
place at 12h00 on the CLOSING DATE, at the location of the BUYER's
domicilium address as more fully described below in the following
manner.
7.2 In order to discharge its delivery obligations in terms of this
clause, the parties record that on the date determined as envisaged in
clause 7.1 the SELLER shall deliver to the BUYER:-
(a) original share certificates in respect of the SALE SHARES
together with share transfer forms in respect thereof, duly
completed and signed by the SELLER as transferor or its duly
authorized representative in accordance with the memorandum and
articles of association of the COMPANY, reflecting the BUYER as
the transferee;
(b) certified copies of resolutions of the Board of Directors of the
COMPANY passed in accordance with the COMPANY's memorandum and
articles of association sanctioning the transfer of the SALE
SHARES and CLAIMS by the SELLER to the BUYER pursuant to the
purchase and sale recorded in clause 3;
(c) a written cession by the SELLER in favour of the BUYER of the
CLAIMS, if any;
7.3 Conversely the BUYER shall deliver to the SELLER:-
(a) original share certificates in respect of the AGI SHARES referred
to in clause 4.2 above together with share transfer forms in
respect thereof, duly completed and signed by the BUYER as
transferor or its duly authorized representative in accordance
with the memorandum and articles of association of ASTRATA GROUP
INC, reflecting the SELLER as the transferee;
(b) certified copies of resolutions of the Board of Directors of
ASTRATA GROUP INC passed in accordance with its memorandum and
articles of association sanctioning the transfer of the AGI
SHARES by the BUYER to the SELLER.
8. WARRANTIES AND VOETSTOOTS
8.1 The SELLER hereby warrants with the BUYER that::-
8.1.1 the SELLER is entitled and able to pass free and unencumbered
title in the SALE SHARES to the BUYER; and
8.1.2 the SALE SHARES are not subject to any right of pre-emption or
right of first refusal in favour of any third party, nor
burdened by any pledge, cession, hypothec, mortgage, lien or
judicial attachment of any nature whatsoever;
8.2 The BUYER's purchase of the SALE SHARES in terms of THIS AGREEMENT is
transacted on a voetstoots basis.
9. BREACH
9.1 Should a party ("THE DEFAULTING PARTY") commit a breach of any of the
conditions of THIS AGREEMENT and fail to remedy such breach after
having received 14 (fourteen) days written notice thereto from the
other party ("THE NON-DEFAULTING PARTY"), the following provisions
shall apply:-
9.1.1 if the breach by the defaulting party is a material breach of
the provision of THIS AGREEMENT, the non-defaulting party
shall be entitled to cancel THIS AGREEMENT without prejudice
to any other claim which the non-defaulting party might in law
have against the defaulting party;
9.1.2 if the breach is not a material breach of the provision of
THIS AGREEMENT, the non-defaulting party shall be entitled to
any remedy available in law to the non-defaulting party
(including but not limited to specific performance);
provided that the non-defaulting party shall not be entitled to claim
cancellation of THIS AGREEMENT unless such cancellation is the only
adequate remedy available to the non-defaulting party or the conduct
of the defaulting party is rendered impossible to the continuing
operation of THIS AGREEMENT.
10. DOMICILIA AND NOTICES
10.1 Any notices to be given to THE PARTIES in terms of THIS AGREEMENT
shall be in writing an delivered by hand during normal business hours
or posted by pre-paid registered post during normal business hours or
dispatched by telefacsimile to the addresses mentioned hereunder,
which respective addresses THE PARTIES choose as their domicilia
citandi et executandi for the delivery of service of all notices,
communications or legal processes arising out of THIS AGREEMENT:
10.1.1 THE BUYER: ASTRATA (MALAYSIA) SDN BHD
(Co. No.645257-D)
Xxx 000, Xxxxx X, Xxxxxx Xxxxxxxx Xxxxxx,
Xx. 00, Xxxxx XX0/0, 47301 Kelana Jaya, Selangor
FAX:000-00000000
10.1.2 THE COMPANY: ASTRATA GEOTRAX SDN BHD
(Co. No.645151-M)
Xxx 000, Xxxxx X, Xxxxxx Xxxxxxxx Xxxxxx,
Xx. 00, Xxxxx XX0/0, 47301 Kelana Jaya, Selangor
FAX:000-00000000
10.1.3 THE SELLER: GEOTRAX TECHNOLOGIES SDN BHD
(Co. No.519403A)
Xxx 000, Xxxxx X, Xxxxxx Xxxxxxxx Xxxxxx, Xx.
00, Xxxxx XX0/0, 47301 Kelana Jaya, Selangor
FAX: 000-00000000
or such other addresses in the MALAYSIA as any party may choose by written
notice to the others from time to time.
10.2 Every notice shall be deemed to have been properly given, in the
absence of proof to the contrary:-
10.2.1 if delivered by hand, on the date of delivery;
10.2.2 if sent by pre-paid registered post, 10 (ten) days after the
date on which the notice is posted;
10.2.3 if sent to a party at its telefax number, on the date of
transmission where it is transmitted during normal business
hours of the receiving instrument, and on the next business
day where it is transmitted outside those business hours, in
either event provided that it has been confirmed by
registered letter posted not later than the business day
immediately following the date of transmission.
10.3 Notwithstanding anything to the contrary herein contained, a written
notice or communication actually received by any party from any other
shall be an adequate written notice or communication to such receiving
party notwithstanding that it was not sent to or delivered that
party's chosen domicilium citandi et executandi.
11. GENERAL
11.1 NO INDULGENCE
No waiver by a party of any breach, failure or default in performance
by the other party, and no failure, refusal or neglect by a party to
exercise any right hereunder or to insist upon strict compliance with
or performance of the other party's obligations under THIS AGREEMENT,
shall constitute a waiver of the provisions of THIS AGREEMENT and a
party may at any time require strict compliance with the provisions of
THIS AGREEMENT.
11.2 ENTIRE AGREEMENT
THIS AGREEMENT constitutes the entire agreement between THE PARTIES
who acknowledge that there are no oral or written understandings or
agreements between them relating to the subject matter of THIS
AGREEMENT. No amendment or other modification of THIS AGREEMENT shall
be valid or binding on a party hereto unless reduced to writing and
executed by both PARTIES hereto.
11.3 SEVERABILITY OF AGREEMENT
All the provisions of THIS AGREEMENT shall be severable and no
provision shall be affected by the invalidity of any other provision
of THIS AGREEMENT.
12. DIVISIBILITY
Notwithstanding the manner in which the clauses of THIS AGREEMENT have been
grouped together or linked, each of them constitutes a separate and
independent clause, severable from each of the other clauses in regard to
all aspects thereof. Accordingly, should one or more of the clauses be
declared unenforceable, the remaining clauses shall continue to be and
remain of full force and effect. For the purposes of THIS AGREEMENT the term
"CLAUSE" shall mean and include all sub-clauses of THIS AGREEMENT.
13. APPLICABLE LAW AND JURISDICTION
The parties hereto agree that the applicable law herein shall be the
Malaysian Law and the parties shall henceforth be subject to the exclusive
jurisdiction courts of Malaysia.
14. CESSION AND ASSIGNMENT
THE BUYER may not cede or assign this agreement, its rights and obligations
under THIS AGREEMENT or any part of THIS AGREEMENT without first obtaining
the written consent of the SELLER and the SELLER may cede or assign any or
all or any part of its rights and obligations under THIS AGREEMENT and the
BUYER agrees to such full or partial cession and/or assignment.
15. COUNTERPART SIGNATURE
15.1 THIS AGREEMENT may be executed in one or more counterparts and in
separate counterparts, each of which, when executed, shall be deemed
to be an original, but all of which, when taken together, shall
constitute one and the same agreement.
15.2 A party may enter into THIS AGREEMENT by signing any counterpart in
either original or facsimile form (and, if in facsimile form, shall as
soon as practicable following execution, deliver the counterpart in
the original form to the SELLER) a counterpart of this agreement in
facsimile form shall be conclusive evidence of the signatures on the
original form and such counterpart shall be as effective in law as the
counterparts in the original form showing the signature on the
original form.
SIGNED at MALAYSIA this 28th day of February 2005, in the presence of the
undersigned witnesses:
AS WITNESSES:
1. Xxxxx Xxxxxxxxx --------------------------------
for and on behalf of THE BUYER
2.
SIGNED at MALAYSIA this 28th day of February 2005, in the presence of the
undersigned witnesses:
AS WITNESSES:
1. Tong Pow Mun --------------------------------
for and on behalf of THE COMPANY
2.
SIGNED at MALAYSIA this 28th day of February 2005, in the presence of the
undersigned witnesses:
AS WITNESSES:
1. Navaselvarajah a/l Xxxxxxxx --------------------------------
for and on behalf of THE SELLER
2. Xxxxx Xxxxx bin Xxxxx
