DATED 26 MAY 2005
-----------------
24 HOLDINGS INC
- and -
INFINICOM AB
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AGREEMENT FOR THE SALE OF SHARES
IN 24 STORE (EUROPE) LIMITED
-----------------------------------------------
THIS AGREEMENT is made the 26th Day of May, 2005
BETWEEN:
(1) 24 Holdings Inc a company registered in Delaware whose registered
office is at x/x Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxxxx
XX00 0XX ("the Seller")
(2) Infinicom AB whose registered office is at Xxxxxxxxx 0, 000 00
Xxxxxxxxx Xxxxxx ("the Buyer")
NOW IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement:
"the Act" means the UK Companies Xxx 0000.
"Completion Date" means the performance by the parties of
their obligations contained in clauses 3
and 4 of this Agreement
"Consideration" means the sum of one hundred thousand US
dollars (USD 100,000).
"Consideration Shares" means the 34,651,552 ordinary shares of
GBP (pound)0.10 xxxxx each in the
Company.
"the Company" means 24 Store (Europe) Limited whose
registered office is at Cyberia House
Church Street Basingstoke Hampshire
whose details are set out in Schedule 1
hereto to include its subsidiaries.
1.2 In this Agreement, unless the context otherwise requires, a
reference to:
1.2.1 a Clause or Schedule is a reference to a clause of and
schedule to this Agreement;
1.2.2 a document "in the agreed form" is a reference to a document
in the form approved by the parties to this Agreement;
1.2.3 "costs" includes a reference to costs, charges and expenses
of every description;
1.2.4 a "person" includes a reference to an individual,
partnership, unincorporated association or body corporate
wherever situate;
1.2.5 a "subsidiary", "holding company" and "body corporate"
has the respective meaning set out in sections 736 and 740
of the Act;
1.2.6 a "company" has the meaning set out in sections 735 of the
Act;
1.2.7 words, expressions or abbreviations detailed in the
Schedules shall have the same meaning in this Agreement
except where otherwise provided.
1.3 The Schedules form part of this Agreement and shall be interpreted and
construed as though they were set out in this Agreement.
1.4 The headings to Clauses, Schedules and paragraphs of the Schedules are
for convenience only and shall not affect the interpretation or
construction of this Agreement.
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2. Recitals
2.1 The Seller is the holder of the entire issued share capital in the
Company.
2.2 The Seller wishes to sell to the Buyer the entire issued share capital
in the Company.
3. Transfer of Shares and Sale and Purchase
3.1 Subject as hereinafter provided the Seller shall sell as beneficial
owner free from all options liens charges equities and encumbrances
and with all rights now or hereinafter attaching thereto the
Consideration Shares to the Buyer.
3.2 The Seller and the Buyer hereby agrees to waive all pre-emption rights
in the Articles of Association of or relating to the Consideration
Shares so that the Consideration Shares may be transferred to the
Seller free from all such rights (if any).
3.3 The purchase price for the Consideration Shares shall be the
Consideration (USD 100,000).
4. Completion
4.1 Completion of the share transfer shall take place at the office of
Xxxxxxxx Solicitors, Town Gate, 00 Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx XX00 0XX on the Completion Date or such other place as may
be agreed and upon completion the matters referred to at clause 4.2
below will be dealt with.
4.2 On Completion:
4.2.1 A board meeting of the Seller and the Buyer shall be held at
which business will be transacted and resolutions passed as
set out in the Board Minutes specifically the transfer of
the Consideration Shares shall be approved (subject to
stamping).
4.2.2 The Seller will deliver to the Buyer duly executed transfers
of the Consideration Shares together with the share
certificates for the Consideration Shares and other company
documents required to complete the transfer.
4.2.3 The Buyer shall procure that within the time limits
prescribed by statute all necessary documents and forms
which as a consequence of this transaction require filing
with the Registrar of Companies shall be so filed.
4.2.4 The Consideration shall be transferred from the Buyer to the
Seller in cleared funds.
5. Intellectual Property Rights
5.1 The Seller represents and warrants that all patents, trade marks,
registered designs, design rights, internet domain names, applications
for any of the foregoing, copyrights, trade or business names,
inventions, processes, know-how and other industrial property rights
purported to be used or required by the Company (`Intellectual
Property Rights') are in full force and effect and are vested in and
beneficially owned by the Company or the Seller and free from
incumbrances.
5.2 The Seller has disclosed to the Buyer in writing prior to the date of
this Agreement details of all Intellectual Property Rights in respect
of which the Company and Seller has been registered as proprietor or
in respect of which application has been made. None of the
Intellectual Property Rights is being claimed, opposed or attacked by
any other person.
5.3 No licences or registered user or other rights have been granted or
agreed to be granted to any third party in respect of the Intellectual
Property Rights.
5.4 Except as stated in this Agreement, the Seller disclaims all other
representation and warranties, express or implied, with regard to the
Intellectual Property Rights.
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6. General
6.1 The Seller and the Buyer shall procure that such resolutions of their
respective boards of directors shall be passed and shall make or do or
procure to be made or done such other deeds acts or things as may be
necessary or appropriate to implement the terms of this Agreement.
6.2 This Agreement and its contents shall be confidential to the parties
and subject as set out below shall not be disclosed to third parties
by either party without the express written consent of the other
party. The provisions of this clause shall not apply to information
that:
(i) is in or enters the public domain without breach of this
Agreement
(ii) is lawfully obtained by the receiving party from another
source without breach of confidentiality obligation
(iii) is independently developed without use of or reference to
any confidential information or
(iv) was already in the possession of the receiving party as
demonstrated by that party's contemporaneous records.
The obligations of this clause 6.2 shall not apply to the extent that
any disclosure is required by law or by order of government, court or
other body of competent jurisdiction.
6.3 Any notice or other communication pursuant to, or in connection with,
this Agreement shall be in writing and delivered personally, or sent
by first class pre-paid recorded delivery post (air mail if overseas)
to the party due to receive such notice at its registered office from
time to time if a company and at the personal address of the Seller
6.4 This Agreement constitutes the entire and only agreement and
understanding between the parties in relation to its subject matter
and replaces and extinguishes all prior agreements, undertakings,
arrangements or written statements with respect to such subject
matter.
6.5 If any provision of this Agreement is held to be unenforceable or
illegal, in whole or in part, such provision or part shall to that
extent be deemed not to form part of this Agreement but the
enforceability of the remainder of this Agreement shall remain
6.6 This Agreement shall be governed by and construed in accordance with
the laws of England. The parties hereby submit to the non-exclusive
jurisdiction of the High Court of England in relation to any dispute
or claim arising out of or in connection with this Agreement. The
parties hereby agree that any legal proceedings may be served on them
by delivering a copy thereof to them at their respective addresses set
out in this Agreement.
* * * * *
4/6
EXECUTED as a Deed by )
24 HOLDINGS INC )
)
)
in the presence of:
/s/ Xxxxx Xxxxxxxx
Director --------------------------------
Xxxxx Xxxxxxxx
Director/Secretary
CFO/Secretary
EXECUTED as a Deed by
INFINICOM AB
in the presence of: /s/ Per-Xxxxxx Xxxxxxxxx
---------------------------------
Per-Xxxxxx Xxxxxxxxx
Director
Chairman
Director/Secretary
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FIRST SCHEDULE
24 STORE (EUROPE) LIMITED
1. Registered number: 03605559
2. Registered office: Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx
Xxxxxxxxx XX00 0XX
3. Date and place of incorporation: 28 July 1998 England and Wales
4. Authorised share capital: (pound)4,000,000 shares of (pound)0.10
xxxxx each
5. Issued share capital: 34651552 shares of (pound)0.10 xxxxx
each
6. Directors:
------------------------------------------------- ------------------------------------------------------------
Name Address
------------------------------------------------- ------------------------------------------------------------
Xxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxx XX00 0XX
Larsake Xxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx
Xxxxxx XX00 0XX
Urban Xxx Xxxxx Xxxxxxxxxxxxx 000 Xxxxxxxxx X-000 00 Xxxxxx
------------------------------------------------- ------------------------------------------------------------
7. Secretary:
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Name Address
------------------------------------------------- ------------------------------------------------------------
Xxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxx XX00 0XX
------------------------------------------------- ------------------------------------------------------------
8. Accounting reference date: 31 December
9. Auditors:
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Name Address
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Blueprint Audit Limited Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Xxxxxxxxxxx
Xxxxxxxxx
XX00 0XX
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