EXHIBIT 10.2
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THIS SHARE SALE AGREEMENT is made on 19 September 2001
BETWEEN
(1) JLM INTERNATIONAL INC., a company incorporated in the State of
Delaware, United States of America and whose registered office is at
0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000, the United States of
America (the "Vendor"); and
(2) CHAN XXXX XXXX (Singapore NRIC no. X0000000X), of 00 Xxxxx Xxxxxx,
Xxxxxxxxx 000000, XXXX XXXX XXXX (Xxxxxxxxx NRIC no. X0000000X), of Xxx
00, Xxx Xxxxx, Xxxxxx 0, #00-000, Xxxxxxxxx 000000 and UNIBROS
INVESTMENT PTE LTD (company registration no. 199605803R), of 000 Xxxxx
Xxxxxx #00-00/00, Xxxx Xxx Xxxxxxxx, Xxxxxxxxx 000000 (hereinafter
called the "Purchasers", which expression shall, unless the context
otherwise requires, include any one of them).
WHEREBY IT IS AGREED as follows:
1. INTERPRETATION
1.1 This Agreement is supplemental to the Letter of Intent dated 31 August
2001 signed by the Vendor and the said CHAN XXXX XXXX, KONG XXXX XXXX
and RUSLI GUNAWAN (the "LOI") and all the terms and conditions
contained in the LOI shall, with necessary modifications, be deemed to
be incorporated herein.
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 words and expressions which have been defined or construed in
the LOI shall have the same meanings when used herein;
1.2.2 "Completion" means the completion of the sale and purchase of
the Shares in accordance with paragraph 3 of the LOI;
1.2.3 "Obligor" shall mean, in relation to a Third Party Liability,
XXXX XXXXX XXXXXXXXX, XXXX XXXXX XXXXXXXXX, XXX Industries
Inc., the Vendor or any other corporation related to or
associated with the Vendor; and "Obligors" shall be construed
accordingly;
1.2.4 words importing the singular number shall include the plural
and vice versa;
1.2.5 words importing any particular gender shall include all other
genders;
1.2.6 references to persons shall include bodies of persons whether
corporate or incorporate; and
1.2.7 references to any Clause or Schedule shall mean a clause of or
schedule to this Agreement.
1.3 In its application to this Agreement, the LOI shall be construed so
that all references in whatever terms therein to the "Purchasers as
defined herein, namely, the said CHAN XXXX XXXX, KONG XXXX XXXX and
UNIBROS INVESTMENT PTE LTD or any one of them.
1.4 Except as otherwise stipulated in Clause 1.3, in event of any conflict
or inconsistency between the provisions of the LOI and the other
provisions of this Agreement, the provisions of the LOI shall prevail.
1.5 The obligations of the Purchasers under the LOI and this Agreement
shall be joint and several.
1.6 Clause headings in this Agreement are for each of reference only and
shall not in any way affect the construction or interpretation of any
of its provisions.
2. AGREEMENT FOR SALE OF SHARES
In pursuance of the agreement set out in the LOI, the Vendor
shall sell and the Purchasers shall purchase free from
encumbrances on Completion all the Shares together with all
rights attaching to them subject to and upon the terms and
conditions set out in the LOI and this Agreement.
3. COMPLETION ITEMS
3.1 The personal guarantee referred to in paragraph 3.2:1(c) of
the LOI shall be in the form or substantially the form set out
in Schedule 1.
3.2 The resignations and written acknowledgements referred to in
paragraph 3.2:2(a) of the LOI shall be in the form or
substantially the form set out in Schedule 2.
4. INDEMNITY
The Purchasers hereby undertake to the Vendor (both for itself
and as agent for and on behalf of the other Obligors) that if
any Third Party Liability shall not be discharged on
Completion, or if any such discharge is set aside under any
applicable law or proves for any reason to have been invalid,
the Purchasers shall on demand indemnify the respective
Obligor or the Vendor from and against any loss damage or
liability which that Obligor or the Vendor may suffer or incur
under or in connection with that Third Party Liability.
5. ACCESS TO RECORDS
Notwithstanding Completion, the Purchasers shall procure that
the Company give to the Vendor and/or its representatives
reasonable access to all the accounting books and records of
the Company at all reasonable times and on reasonable advance
notice if the Vendor requires the same in connection with any
enquiry, notice or direction of any governmental or other
relevant authority. The
Purchasers shall procure that the Company maintains the
accounting books and records in the manner and for the period
stipulated by section 67 of the Income Tax Act (Cap. 134).
6. TAXES
The Price and all other amounts payable by the Purchasers
under or in connection with the LOI and this Agreement are
exclusive of goods and services tax; and any such tax, if
payable, shall be borne by the Purchasers and paid on demand.
7. COMMUNICATIONS
7.1 All notices, requests, demands or other communications under
or in connection with this Agreement shall be given or made in
writing and sent by registered mail or transmitted by
facsimile as specified below:
7.1.1 to the Vendor JLM INTERNATIONAL INC.
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx, XX 00000
Xxxxxx Xxxxxx of America
Fax no.: (000) 000 0000
7.1.2 to the Purchasers XX. XXXX XXXX XXXX
MR. KONG XXXX XXXX
M/S UNIBROS INVESTMENT PTE LTD
x/x 000 Xxxxxxx Xxxx #00-000
Xxxxx Xxxxx
Xxxxxxxxx 000000
Fax no.: (00) 000 0000
7.2 Any notice, request, demand or other communication shall be
deemed to have been received by the addressee, if sent by
prepaid registered mail, two business days after posting; and
if despatched by hand or transmitted by facsimile, at the time
of the despatch or transmission provided that if the time of
despatch or transmission does not occur on a business day,
then such notice, request, demand or other communication shall
only be deemed to have been received on the immediate
succeeding business day. For the purposes of this Clause 7.2,
a "business day" shall mean any day other than a Saturday,
Sunday or public holiday in Singapore or the United States of
America.
8. COSTS
All expenses incurred by or on behalf of the parties,
including all fees or agents, solicitors, accountants and
other persons employed by either of the parties in connection
with the negotiation, preparation and execution of this
Agreement
shall be borne solely by the party which incurred them. The
Purchasers shall bear all stamp duties payable in respect of
the Transfers.
9. ENTIRE AGREEMENT AND SCHEDULES
The LOI, this Agreement and the Schedules constitute the
entire agreement and understanding between the parties with
respect to all matters to which they relate and supersede any
prior or other agreement or understanding made or purported to
have been made between the parties hereto with respect to any
such matter.
10. INVALIDITY
If any term or provision in this Agreement shall in whole or
in part be held to any extent to be illegal or unenforceable
under any enactment or rule of law, that term or provision or
part shall to the extent be deemed not to form part of this
Agreement and the enforceability of the remainder of this
Agreement shall not be affected.
11. SURVIVAL OF TERMS
Notwithstanding Completion, the provisions of the LOI and this
Agreement shall, insofar as they have not been fulfilled or
discharged, remain in full force and effect.
12. PROPER LAW
12.1 This Agreement shall be governed by and interpreted and
construed in accordance with the laws of Singapore.
12.2 Each party agrees that any suit, action or proceeding in
respect of any dispute or difference whatsoever arising out of
or in connection with this Agreement ("Proceedings") may be
brought in the Courts of Singapore and irrevocably submits
itself to the non-exclusive jurisdiction of those courts. The
submission by each party to such jurisdiction shall not (and
shall not be construed so as to) limit the right of the other
party to commence any Proceedings arising out of this
Agreement in whatsoever jurisdiction as the other party shall
in its absolute discretion deem fit nor shall the commencement
of any such Proceedings in one jurisdiction preclude the other
party from beginning any further or other such Proceedings in
the same or any other jurisdiction, whether concurrently or
not.
12.3 Each party hereby irrevocably and unconditionally waives any
objection which it may now or hereafter have to the choice of
Singapore as the possible venue of any Proceedings. Each party
also agrees that a final judgement against it in any such
Proceedings shall be final and conclusive and may be enforced
in any other jurisdiction, and that a certified or otherwise
duly authenticated copy of the judgment shall be conclusive
evidence of the fact and amount of its indebtedness.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by
the parties hereto on separate counterparts, each of which when
executed and delivered shall constitute an original, but all the
counterparts shall together constitute but one and the same
instrument.
14. SIGNING OF LOI BY RUSLI GUNAWAN AS AGENT
For the avoidance of doubt, the said UNIBROS INVESTMENT PTE LTD hereby
acknowledges and declares that the LOI was signed by Xx. Xxxxx Xxxxxxx
as agent for and on behalf of the said UNIBROS INVESTMENT PTE LTD; and
the said UNIBROS INVESTMENT PTE LTD hereby agrees and undertakes to
observe, perform and be bound in every respect by the terms and
conditions contained in the LOI.
IN WITNESS the parties hereto have executed this Agreement.
SIGNATURE OF THE VENDOR JLM INTERNATIONAL INC.
by:
/s/ XXXX XXXXX XXXXXXXXX
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XXXX XXXXX
XXXXXXXXX
WITNESSED BY
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SIGNATURE OF THE PURCHASER /s/ CHAN XXXX XXXX
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CHAN XXXX XXXX
WITNESSED BY /s/ XXXXX XXXX PENG
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SIGNATURE OF THE PURCHASER /s/ XXXXX XXXX MING
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WITNESSED BY /s/ XXXXX XXXX PENG
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SIGNATURE OF THE PURCHASER UNIBROS INVESTMENT PTE LTD
by:
/s/ RUSLI GUNAWAN
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RUSLI GUNAWAN
WITNESSED BY /s/ XXXXX XXXX PENG
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