MR MARTIN LEE CORBETT AND MRS KATIE CORBETT and VERTA ENERGY TRADING LIMITED DEED OF VARIATION TO A SHARE PURCHASE AGREEMENT ENTERED INTO ON relating to the purchase of Brabners Chaffe Street LLP
Exhibit 99.1
DATED 5th October | 2011 |
XX XXXXXX XXX XXXXXXX AND XXX XXXXX XXXXXXX
and
XXXXX ENERGY TRADING LIMITED
DEED OF VARIATION TO A SHARE PURCHASE AGREEMENT ENTERED INTO ON
24 MAY 2011 BETWEEN THE ABOVE PARTIES
relating to the purchase of
M L OILS Limited
Brabners Chaffe Street LLP
00 Xxxx Xxxxxx, Xxxxxxxxxx X0 0XX
(Ref:DNB)
This agreement is dated
5th October
2011
BETWEEN:
(1)
Xxxxx Energy Trading Limited incorporated and registered in England and Wales with company number 07413590 whose registered office is at Halifax House 00 Xxxxxx Xxxxx, Xxxxxxxxx Xxx, Xxxxxxxx Xx Tees, Teesside, Xxxxxx Xxxxxxx, XX00 0XX (Buyer);
(2)
Xx Xxxxxx Xxx Xxxxxxx of 00 Xxx Xx Xxxxx, Xxxxxxx, Xxxxxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx (Xxxxxx Xxx Xxxxxxx); and
(3)
Xxx Xxxxx Xxxxxxx also of 00 Xxx Xx Xxxxx, Xxxxxxx, Xxxxxxxxxx, XX0 0XX, Xxxxxx Xxxxxxx (Xxxxx Xxxxxxx).
RECITALS:
A
The Sellers agreed to sell and the Buyer agreed to buy the Sale Shares subject to the terms and conditions of an agreement entered into between them on 24 May 2011.
B
The Sellers and the Buyer wish to amend the terms of the Agreement and confirm other understandings which they have about the completion of the purchase of the Company by the Buyer.
C
The Agreement will otherwise remain in full force and effect as between the parties to it.
IT IS AGREED THAT:
1.
Interpretation
1.1
The definitions and rules of interpretation in this clause 1 apply in this deed.
“the Agreement” | the sale and purchase agreement entered into on 24 May 2011 between (1) the Buyer (2) Xxxxxx Xxx Xxxxxxx and (3) Xxxxx Xxxxxxx |
1.2
The definitions and rules of interpretation in the Agreement will apply in this deed unless otherwise stated.
2.
Xxxxx Xxxxxxx
2.1
Xxxxx Xxxxxxx wishes to transfer her 5 ordinary shares of £1 each in the capital of the Company to Xxxxxx Xxx Xxxxxxx to which the Buyer hereby consents subject to this clause 2.
2.2
All references in the Agreement to Xxxxx Xxxxxxx, will be deemed to be replaced with references to Xxxxxx Xxx Xxxxxxx.
2.3
The definitions of “the Sellers” will be replaced with a definition of “the Seller” which will be Xxxxxx Xxx Xxxxxxx.
2.4
Clause 3.1.3 of the Agreement, will be deemed to be amended to show that the Buyer will procure the issue of 100,000 Warrants to the Seller at Completion.
2.5
Schedule 1 of the Agreement will be deemed to be amended to show Xxxxxx Xxx Xxxxxxx as the holder of 10 ordinary shares of £1 each in the capital of the Company and receiving £500,000 of cash and 142 ordinary shares in the capital of the Buyer, being subject to 100% of the operation of the Completion Accounts and being entitled to 100% of the Earn Out.
2.6
Schedule 2 of the Agreement will be deemed to be amended to show that the registered shareholder is only Xxxxxx Xxx Xxxxxxx holding 10 ordinary shares of £1 each.
3.
Interest
3.1
If Completion does not occur in accordance with clause 5 of the Agreement by close of business on 30 September 2011 interest will accrue from 1 October 2011 on the £500,000 payable on Completion by the Buyer to Xxxxxx Xxx Xxxxxxx at a rate of 8 per cent per annum, such interest being payable at the earlier of Completion and 31 October 2011.
4.
Long Stop Date
4.1
The date in clause 5.4 of the Agreement will be replaced with the date 31 October 2011.
5.
ML Oils Collections Limited
5.1
Paragraph 1.8 of Part 1 of Schedule 3 of the Agreement will be deleted.
6.
Governing Law and Jurisdiction
6.1
This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
6.2
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This deed has been entered into on the date stated at the beginning of this deed.
Executed as a deed by Xxxxxx Xxx /s/X.X. Xxxxxxx
Xxxxxxx
in the presence of
Witness signature /s/ Xxxxxxxx Xxxxxxxx
Witness name Xxxxxxxx Xxxxxxxx
Witness address 0, Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx, Xxxxxxxxx, XX0 0XX
Executed as a deed by Xxxxx Xxxxxxx /s/ S.D. K. Xxxxxxx
in the presence of
Witness signature /s/ Xxxxxxxx Xxxxxxxx
Witness name Xxxxxxxx Xxxxxxxx
Witness address 0, Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx, Xxxxxxxxx, XX0 0XX
Executed as a deed by Xxxxxxx Xxxxxxx for and on behalf of Xxxxx Energy Trading Limited
/s/ X.X. Xxxxxxx
in the presence of
Witness signature /s/ X. Xxxxxxx
Witness name Xxxx Xxxxxxx
Witness address 0 Xxxxxxxxxx Xx, Xxxxxxxxxx, XX00 XXX
