AGREEMENT FOR ACQUISITION OF ALL SHARES OF
NORD-MUR AS, NORWAY
This agreement (the "Agreement") is made as of the 4th day of April, 1997
between
Northstar Industries, Inc.,
c/o Northstar I.P.P. SA,
Xxx xx Xxxxxxx, Xxxxx 00,
Xxxxxx,
0000 Xxxx Xxxxxxxx,
Xxxxxxxx
(hereinafter referred to as "Northstar")
and
Stian X. Xxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxx,
Trulsebakken 13, Varstigen 14, Xxxxxxx Xxxxxx Xxxxxxxxx 000,
X-0000 Xxxxxxxxxx, N-1440 Xx xxx 2765 Estoril,
Norway Norway Portugal
(hereinafter referred (hereinafter referred to (hereinafter
referred to
to as "Xxxxx") as "Xxxxxxxxx") as "X.Xxxxx")
(Xxxxxxxxx, Xxxxx and X.Xxxxx hereinafter jointly referred to as "the
Sellers")
jointly referred as "the Sellers"
WHEREAS
A) Northstar is desirous of acquiring from the Sellers all of the issued
and outstanding shares of Nord-Mur AS, Norway, as Nord-Mur AS holds the
rights for a patented Heat Protection Wall Panel; and
B) Xxxxxxxxx, Xxxxx and X.Xxxxx hold one third of the shares of Nord-Mur AS
each,
NOW THEREFORE IN CONSIDERATION of the promises and the mutual covenants herein
the parties hereto agree as follows:
1. Subject of Agreement
Northstar shall buy, and the Sellers shall sell, all of the issued and
outstanding shares of Nord-Mur AS.
2. Payment
Payment will be made to the Sellers by a combination of cash and shares
of common stock of Northstar, restricted according to Rule 144, as
specified below:
i) Northstar shall issue 1,179,000 shares of common stock of the
Company, 393,000 shares each to Xxxxxxxxx, Xxxxx and X.Xxxxx,
restricted according to Rule 144, at par value of USD 0.001 per
share, in the name of Stian Xxxxx. The shares are restricted from
sale for 12 months from the date of issue. Should the shares of
Northstar become quoted on NASDAQ's Small Cap Market, or a similar
exchange requiring registration of the shares with the SEC, then
such restriction shall be 40 days from such listing or
registration date.
ii) A cash payment of USD 420,000.00, USD 140,000.00 each to
Xxxxxxxxx, Xxxxx and X.Xxxxx.
iii) The parties have agreed that payment as in ii) and iii) above will
be completed on or before April 1, 1998.
3. Release from Existing Financial Guarantees
Xxxxx has made guarantees to financial institutions, for the purpose of
securing operating credits for Nord-Mur AS. Northstar guarantees to
release Xxxxx from any such guarantees (currently NOK 300,000).
4. Conditions Precedent for Transfer of Shares of Nord-Mur AS
All shares of Nord-Mur AS belonging to Xxxxxxxxx and X.Xxxxx shall be
transferred to Northstar upon fulfilment of Section 2 above. All shares
of Nord-Mur AS belonging to Xxxxx shall be transferred to Northstar upon
fulfilment of Sections 2 and 3 above.
5. Transfer of Rights and Patents
The Sellers guarantee that all rights, patents etc. relating to the Heat
Protection Wall Panels belong and will remain as part of the assets of
Nord-Mur AS, and the Sellers shall, if requested by Northstar, cause the
rights and patents to be transferred into the name of Northstar.
6. Cancellation
If Northstar does not fulfill the obligations according to Sections 2
through 3 above, then the Sellers can choose to declare this Agreement
null and void.
7. Severability of Provisions
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of the prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability
of that provision in any other jurisdiction.
8. No Partnership
Nothing herein shall be deemed to create a partnership between the
parties, and neither party shall have the authority to act on behalf of
the other party in any way.
9. Remedies and Waivers
No failure or delay in exercising any right hereunder shall operate as a
waiver of, or impair, any such right. No single or partial exercise of
any such right shall preclude any other or further exercise thereof or
the exercise of any other right. No waiver of any such right shall be
effective unless given in writing. No waiver of any such right shall be
deemed a waiver of any other right hereunder.
10. Binding agreement
This Agreement shall be binding upon, and shall enure to the benefit of
the legal successors of the parties hereto, or any assignees approved.
This Agreement and any rights granted shall not be assigned by either
party except with the approval of the other.
11. Choice of Law
This Agreement shall be governed by, construed and interpreted according
to the laws of Norway.
12. Jurisdiction
Any controversy, claim, action or proceeding relating in any way to this
Agreement may be brought and enforced in the courts Norway, and the
parties hereto irrevocably submit to the jurisdiction of each such court
in respect of any such action or proceeding.
13. Arbitration
Any controversy or claim arising out of or relating to this Agreement,
any defined legal relationship associated therewith or derived
therefrom, may be settled by arbitration.
14. Full Understanding
The making, execution and delivery of this Agreement have been induced
by no representations, statements, warrants or agreement other than
those expressed in this Agreement. This Agreement embodies the entire
agreement of the parties, and supersedes any previous agreements between
the parties and/or any of its affiliates, subsidiaries, holding
companies or other, and there are no further or other agreements or
understandings, written or oral, in effect between the parties, relating
to the subject matter of this Agreement.
15. Form of Notices
Any notices, direction or other instrument required or permitted to be
given under this Agreement shall be in writing and may be given by
delivery of the same, by hand, mail, telex, facsimile or similar form of
communication, to the following addresses and recipients:
To Northstar: Northstar Industries, Inc.
c/o Northstar I.P.P. SA,
Xxx xx Xxxxxxx, Xxxxx 00,
Xxxxxx,
0000 Xxxx Xxxxxxxx,
Xxxxxxxx
Att.: Xxxxxx X. Xxxxx
Fax.: x000-0-0000000
To Xxxxxxxxx: Xxxxxx X. Xxxxxxxxx,
Xxxxxxxxx 00,
Xxxxxx
Att.: Xxxxxx X. Xxxxxxxxx
Fax.: x00-00000000
To Xxxxx: Stian X. Xxxxx,
Xxxxxxxxxxxx 00,
X-0000 Xxxxxxxxxx,
Xxxxxx
Att.: Stian X. Xxxxx
Fax.: x00-00000000
To X.Xxxxx: Xxxxx Xxxxx,
Xxxxxxx Xxxxxx Xxxxxxxxx 000,
0000 Xxxxxxx,
Xxxxxxxx
Att.: Xxxxx Xxxxx
Fax.: x000-0-0000000
16. Delivery of Notices
Any notice, direction or other instrument will, if delivered, be deemed
to have been given or served and received on the day on which it was
delivered, or if sent by telex, facsimile or other similar form of
communication, the next business day.
17. Change of Address for Notices
Any party may at any time give to the other party a notice in writing of
any change of contact person, address or facsimile numbers specified in
Subsection 15 above, and upon receipt of such notice the other party
shall then deem such new address or other to be the address to which
notices are to be given hereunder.
18. Signature
This Agreement shall be signed in four (4) copies, one (1) for
Northstar, one (1) for Xxxxxxxxx, one (1) for Xxxxx and one from
X.Xxxxx, and shall be legally binding upon and enure to the benefit of
the parties from the date of execution.
April 4, 1997
for and on behalf of Northstar Industries, Inc.
/s/Xxxxxx X. Xxxxx
___________________________________
Xxxxxx X. Xxxxx
President
for and on behalf of Xxxxxx X. Xxxxxxxxx
/s/Xxxxxx X. Xxxxxxxxx
___________________________________
Xxxxxx X. Xxxxxxxxx
for and on behalf of Stian X. Xxxxx
/s/Stian X. Xxxxx
___________________________________
Stian X. Xxxxx
for and on behalf of Xxxxx Xxxxx
/s/Xxxxx Xxxxx
___________________________________
Xxxxx Xxxxx