SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
WHEREAS the Vendor owns 35,485,357 issued and outstanding common shares of Merlin Diamonds Ltd (the "Company") and wishes to sell to the Purchaser 22,000,000 of such common shares (such common shares of the Company being purchased and sold pursuant to this agreement hereinafter referred to as the "Purchased Shares");
ContractConvertible Note Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
Deed Execution Copy Investment in Paradise Phosphate Pty Ltd Second Deed of Amendment (Convertible Note Agreement) Paradise Phosphate Pty Ltd (as the Company) Legend International Holdings Inc. (as Legend) Australian Microcap Investments Pty Ltd as trustee for Microcap Investment Trust 1 Australian Microcap Investments Pty Ltd as trustee for Microcap Investment Trust 2 (each an Initial Noteholder and together the Initial Noteholders)
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
WHEREAS the Vendor owns 35,485,357 issued and outstanding common shares of Merlin Diamonds Ltd (the "Company") and wishes to sell to the Purchaser 24,000,000 of such common shares (such common shares of the Company being purchased and sold pursuant to this agreement hereinafter referred to as the "Purchased Shares");
Investment in Paradise Phosphate Pty Ltd Deed of Amendment ______________________________________________________________________ Convertible Note AgreementConvertible Note Agreement • March 28th, 2013 • Legend International Holdings Inc • Gold and silver ores • Victoria
Table of Contents 1 Definitions and interpretation 2 1.1 Definitions 2 1.2 Interpretation 2 1.3 Interpretation of inclusive expressions 3 1.4 Incorporated definitions 3 1.5 Incorporated provisions 3 1.6 Deed components 3 2 Conditions 3 2.1 Conditions precedent 3 3 2.2 Notice to Borrower 4 3 Amendment 4 3.1 Amendment to Note 4 3.2 Amendments not to affect validity, rights, obligations 4 3.3 Confirmation 4 3.4 Obligor acknowledgments 4 4 Second tranche of Subscription Notes 5 4.1 Conditions precedent 5 4.2 Acknowledgement 5 4.3 Representations and warranties 5 5 General 5 5.1 Notices 5 5.2 Governing law and jurisdiction 5 5.3 Noteholders 5 5.4 Further action 5 5.5 Costs and expenses 5 5.6 Stamp duty 6 5.7 Counterparts 6 5.8 Attorneys 6 5.9 Separate capacities 6 5.10 Waiver 6 5.11 Invalidity and enforceability 6 Schedules Officer’s Certificate 8 Amended and Restated Note 10 Signing page 11
