SHARE SALE AGREEMENT
SHARE SALE AGREEMENT made January 17, 2003
BETWEEN:
ASPEON INC of 00000 Xxxxxxx Xxx. Xxxxxx, XX 00000, Xxxxxx Xxxxxx of America
(formerly trading as JAVELIN SYSTEMS INC)
(the 'vendor');
AND
XXXXXXX XXXXX XXXXX, an individual
(the 'purchaser').
RECITALS:
A. The vendor is an American company which manufacturers and distributes
electronic point of sale equipment and other technology based products
and goods.
B. JAVELIN SYSTEMS (ASIA PACIFIC) PTY LIMITED (ACN 082 092 742) (the
"Company") is an Australian based subsidiary of the vendor and markets
and sells the vendor's products and goods in the Asia Pacific region.
C. The purchaser wishes to acquire ownership of the Sale Share in the
Company so as to continue to develop the marketing and sales of the
vendor's products in the Asia Pacific region.
D. The vendor is the registered holder and beneficial owner of the Sale
Share.
E. Purchaser is a director and secretary of the Company and has, for
approximately five (5) years preceding the date of this agreement, had
primary responsibility for the supervision of the day to day operations
of the Company and its business.
F. The vendor wishes to sell to the purchaser and the purchaser wishes to
buy from the vendor the Sale Share on the terms and conditions of this
agreement.
G. In addition to the mutual promises and exchanges contained in this
agreement the vendor agrees to enter into a separate Distribution
Agreement with the Company at Completion in substantially the form
attached to this agreement as Exhibit A directed at the marketing,
promotion and sale of the vendor's goods in the Asia Pacific region.
THE PARTIES AGREE AND DECLARE AS FOLLOWS:
INTERPRETATION
1.1 Definitions
In this agreement, unless the context otherwise requires:
'Accounts Payable' has the meaning indicated in clause 2.4;
'Bank Guarantee' has the meaning indicated in clause 7.1;
'Business Day' means a day on which banks are open for banking
business in Australia;
'Company' means JAVELIN SYSTEMS (ASIA PACIFIC) PTY LIMITED
(ACN 082 092 742), whose corporate details are set out in
Schedule 1;
'Completion' means completion of the sale and purchase of the
Sale Share under clause 4;
'Distribution Agreement' means the Distribution Agreement
between the vendor and the Company in the form attached to
this agreement as Exhibit A.
'GST Law' has the same meaning as in A New Tax System (Goods
and Services Tax) Xxx 0000
'Instalment Payments' has the meaning indicated in clause 2.4;
'Loss or claim' means, in relation to any person, a damage,
loss, cost, expense or liability incurred by the person or a
claim, demand, action, proceeding or judgment made against the
person, however arising and whether present or future, fixed
or unascertained, actual or contingent;
'Purchase Price' means the consideration described in Schedule
7;
'Sale Share' means a single ordinary share in the Company;
'Warranty' means each of the warranties and representations
referred to in clause 5.1.
1.2 General
In this agreement, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to an individual or person includes a
corporation, partnership, joint venture, association,
authority, trust, state or government and vice versa;
(c) a reference to any gender includes all genders;
(d) a reference to a recital, clause, schedule, annexure
or exhibit is to a recital, clause, schedule,
annexure, or exhibit of or to this agreement;
(e) a recital, schedule, annexure or a description of the
parties forms part of
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this agreement;
(f) a reference to any agreement or document is to that
agreement or document (and, where applicable, any of
its provisions) as amended, novated, supplemented or
replaced from time to time;
(g) a reference to any party to this agreement, or any
other document or arrangement, includes that party's
executors, administrators, substitutes, successors
and permitted assigns;
(h) where an expression is defined, another part of
speech or grammatical form of that expression has a
corresponding meaning;
(i) a reference to a bankruptcy or winding up includes
bankruptcy, winding up, liquidation, dissolution,
becoming an insolvent under administration (as
defined in section 9 of the Corporations Act), being
subject to administration and the occurrence of
anything analogous or having a substantially similar
effect to any of those conditions or matters under
the law of any applicable jurisdiction, and to the
procedures, circumstances and events which constitute
any of those conditions or matters;
(j) where an expression is defined anywhere in this
agreement, it has the same meaning throughout;
(k) a reference to 'dollars' or '$' is to an amount in
United States Dollars ;
(l) a reference to a matter being 'to the knowledge' of a
person means that the matter is to the best of the
knowledge and belief of that person after making
reasonable enquires in the circumstances; and
(m) a term or expression starting with a capital letter:
(i) which is defined in clause 1.1 has the
meaning given to it in clause 1.1;
(ii) which is defined in the Corporations Act but
is not defined in clause 1.1 has the same
meaning as in the Corporations Act; and
(iii) which is defined in the GST Law but is not
defined in clause 1.1, has the same meaning
as in the GST Law.
1.3 Headings
In this agreement, headings are for convenience of reference
only and do not affect interpretation.
1.4 Confidentiality
Where this agreement provides that a party must treat any
information confidentially, that party must not, and must
ensure that any person who receives the information by the
party's authority does not, until Completion:
(a) disclose any of the information in any form to anyone
else; or
(b) use any of the information except to:
(i) acquire or check information in connection
with this agreement and the transactions
contemplated by it; or
(ii) perform any of its obligations under this
agreement or in relation to any of the
transactions contemplated by it,
unless:
(c) the person who provides the information has first
agreed in writing;
(d) the information is disclosed to a professional
adviser, banker or financial adviser of the party or
to a person whose consent is required under this
agreement or for a transaction contemplated by it and
that person undertakes to the person who provides the
information:
(i) not to disclose any of the information in
any form to anyone else; and
(ii) only to use the information for the purposes
of advising the party or
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financing the party or considering
whether to give that consent (as the case
may be);
(e) the law requires the disclosure or use; or
(f) the information is available generally (but not if it
is because a person has contravened a confidentiality
obligation (including under this clause)).
If Completion does not occur on or before the completion date,
the party must return, and ensure that any person who receives
the information by the party's authority returns, the
information (in any form in which it is held) to the person
who provided the information. The obligations imposed by this
clause survive termination of this agreement.
AGREEMENT TO SELL AND BUY THE SALE SHARE
2.1 Sale and purchase
Subject to clause 3, the vendor as beneficial owner sells to
the purchaser and the purchaser buys from the vendor, the Sale
Share (together with all benefits, rights and entitlements
accrued or attaching to the Sale Share) free from any security
or third party interest for the Purchase Price and otherwise
on the terms and conditions of this agreement.
2.2 Purchase Price
The Purchase Price of the Sale Share is as described in
Schedule 7 of this agreement.
2.3 Aged Payables
Vendor and purchaser agree that the total amount of the
Company's payables to vendor as of the completion date is set
out in Schedule 6 (the "Accounts Payable"). Purchaser will
cause the Company to pay the Accounts Payable to vendor in
monthly instalments of Ten Thousand Dollars (US$10,000) each
until such time that the total Accounts Payable amount has
been paid to the vendor. Each such instalment must be paid by
the Company to the vendor on or before the last day of each
calendar month, commencing on January 31, 2003 (the
"Instalment Payments").
2.4 Purchaser's Guarantee of Instalment Payments.
Purchaser irrevocably and unconditionally guarantees the
vendor of the payment by the Company to vendor of all of the
Accounts Payable. Purchaser's guarantee under this clause 2.4
is a guarantee of performance and payment. Upon any breach or
default by the Company in the timely payment of any of the
Instalment Payments in accordance with clause 2.3, vendor may
proceed immediately against purchaser to obtain payment of
that Instalment Payment.
CONDITIONS
3.1 Conditions precedent to Completion
The obligations of the parties to complete the sale and
purchase of the Sale Share do not become binding unless on or
before the completion date each of the conditions set out in
Schedule 4 is fulfilled (or waived under cl 3.3).
3.2 Effect of non-fulfilment
If the conditions referred to in clause 3.1 are not fulfilled
(or waived under
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clause 3.3) on or before the completion date, then this
agreement (other than this clause 3 and clause 1) is at an end
as to its future operation except for the enforcement of any
right or claim which arises on or has arisen before this
agreement comes to an end.
3.3 Fulfilment by waiver
A condition referred to in clause 3.1 is waived if, and only
if:
(a) where the condition is expressed to be for the
benefit of a particular party, that party gives
notice of waiver of the condition to the other party;
and
(b) otherwise, the parties agree in writing to waive the
condition.
3.4 Obligation to satisfy conditions
Where Schedule 4 specifies that a party must do an act in
relation to the fulfilment of a condition, the specified party
must do the specified act in accordance with Schedule 4 and,
in any event, the vendor and the purchaser must use their
respective best endeavours to ensure that the conditions
referred to in clause 3.1 are fulfilled on or before the
completion date.
3.5 Extent of obligation to fulfil conditions
The obligation imposed on a party by clause 3.4 does not
require the party to waive any condition under clause 3.3.
COMPLETION
4.1 Time and place of Completion
Completion is to occur on the completion date at such time and
place as is agreed in writing by the parties.
4.2 Obligations of vendor at Completion
At Completion the vendor must:
(a) deliver or cause to be delivered to the purchaser:
(i) the share certificate in respect of the Sale
Share or if the share certificate cannot be
located, a written statutory declaration of
that fact and an undertaking in writing to
provide the share certificate to the Company
if it is subsequently located;
(ii) a completed transfer of the Sale Share
naming as transferee the purchaser or its
nominees duly executed by the vendor;
(iii) a written and duly executed resignation as a
director from Xxxxxxx Xxxxx;
(iv) the revocation of all existing authorities
to operate bank accounts and the appointment
of the person nominated by the purchaser as
signatories of the bank accounts;
(v) a copy of the Distribution Agreement, duly
executed by the vendor; and
(vi) the common seal, certificate of
incorporation and all company registers of
the Company in the possession of vendor.
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(b) ensure that a meeting of the directors of the Company
is convened to:
(i) approve registration of the purchaser as the
holder of the Sale Share in the books of the
Company, subject to the presentation of a
duly executed and stamped transfer in
respect of the Sale Share; and
(ii) resolve to accept the resignation referred
to in paragraph (a)(iii) and the revocation
of existing authorities and appointments
referred to in paragraph (a)(iv)
4.3 Obligations of purchaser at Completion
At Completion the purchaser must:
(a) pay all of the Purchase Price to the vendor or as the
vendor may direct by notice to the purchaser, by wire
transfer of immediately available funds to a bank
account designated by the vendor; and
(b) deliver to the vendor a copy of the Distribution
Agreement, duly executed by purchaser.
4.4 Vendor's obligations until registration
After Completion and until the Sale Share is registered in the
name of the purchaser and any nominee, the vendor must take
all action as registered holder of the Sale Share as the
purchaser may lawfully require from time to time by notice.
4.5 Purchaser's obligation to register
The purchaser must ensure that registration of the transfer of
the Sale Share takes place as soon as possible after
Completion.
4.6 Interdependence
The obligations of the vendor under clauses 4.2 and 4.3 are
interdependent.
4.7 Title
On Completion unencumbered beneficial ownership in the Sale
Share will pass to the purchaser. After stamping of the
transfer in respect of the Sale Share and registration of the
purchaser as registered holder of the Sale Share, legal
ownership in the Sale Share will pass to the purchaser.
WARRANTIES
5.1 Vendor's warranties
(a) The vendor warrants and represents to the purchaser,
as an inducement to the purchaser to enter into this agreement
and to purchase the Sale Share, that, to the knowledge of the
vendor each of the statements set out in Schedule 5 is true,
complete and accurate, both at the date of this agreement and
at the completion date (except that where a Warranty refers to
only one of those dates, that Warranty is given only as at
that date). However, notwithstanding the foregoing or any
other provision of this agreement, in no event will vendor be
deemed to have breached any representation or Warranty, or be
responsible to indemnify purchaser with respect to any loss or
claim, to the extent that (a) the facts, events or
circumstances constituting such breach, or the existence of
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such loss or claim, are known to the purchaser as of the date
of this agreement or the completion date; or (b) caused
directly or indirectly by any act or omission on the part of
the purchaser.
(b) After Completion, purchaser must give notice in
writing to vendor of any breach of any of the warranties made
by vendor under this agreement as soon as practicable after
becoming aware thereof.
(c) The purchaser acknowledges that no representations or
warranties in connection with the sale of the Sale Share or
the Company have been made by the vendor or anyone on behalf
of the vendor other than the warranties expressly stated in
this agreement.
5.2 Vendor's indemnity
The vendor indemnifies the purchaser against any loss or claim
of or against the purchaser to the extent that the claim
arises from or is connected with any breach by the vendor of
any of the warranties or any other term of this agreement;
provided, however, that in no event will the vendor's
aggregate liability arising in any way under or in connection
with this agreement exceed an amount equal to the Purchase
Price.
5.3 Duration of warranties
The warranties and the provisions of clauses 5.1, 5.2 and 5.5
remain in full force and are binding notwithstanding
Completion for a period of 2 years from the date of Completion
and, where before that date the purchaser gives the vendor
notice of a claim for a breach of a warranty, or the vendor
gives the purchaser notice of a claim for a breach of a
warranty, that warranty does not cease on that date and
continues after that date to the extent required to enable the
purchaser, or the vendor, as the case may be, to prosecute
that claim.
5.4 Separate warranties
Each warranty is a separate warranty and representation and
its meaning is not affected by any other warranty.
5.5 Purchaser's warranties
The purchaser warrants and represents to the vendor, as an
inducement to the vendor to enter into this agreement and to
sell the Sale Share, and it is a condition of this agreement
that, at the date of this agreement and at the completion
date:
(a) the execution and delivery of this agreement has been
properly authorised by all necessary action of the
purchaser;
(b) the purchaser has full power and lawful authority to
execute and deliver this agreement and to consummate
and perform or cause to be performed its obligations
under this agreement;
(c) this agreement constitutes a legal, valid and binding
obligation on the purchaser enforceable in accordance
with its terms by appropriate legal remedy;
(d) this agreement does not, and Completion will not,
conflict with or result in the breach of or default
under any provision of any material term or provision
of any agreement or deed or any writ, order or
injunction, judgment, law, rule or regulation to
which it is a party or a subject or by which it is
bound; and
(e) there are no actions, claims, proceedings or
investigations pending or
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threatened against it or to its knowledge by, against
or before any person which may have a material effect
on the sale and purchase of the Sale Share in
accordance with this agreement.
(f) the purchaser agrees and covenants to assume full
liability for any employment, severance or long
service entitlements obligations arising in relation
to the Company's employees after the completion date.
5.6 Purchaser's indemnity
The purchaser indemnifies the vendor against any loss or claim
of or against the vendor to the extent that the claim arises
from or is connected with any breach of any of the warranties
of purchaser or any other term of this agreement;
COSTS AND STAMP DUTY
6.1 Costs generally
Each party must bear and is responsible for its own costs in
connection with the preparation, execution, Completion and
carrying into effect of this agreement.
6.2 Stamp duty generally
The purchaser must bear and is responsible for all stamp duty
on or in respect of:
(a) this agreement; and
(b) the instruments of transfer referred to in clause 4.2
and any instrument or transaction contemplated by
this agreement.
GUARANTEES
7.1 Release of Guarantee of Bank Debt
As soon as possible after the completion date, but in any
event within sixty (60) days after the date of this agreement,
purchaser will obtain, and deliver to vendor, a release, in
form and substance satisfactory to vendor, which will
completely and irrevocably release and discharge vendor from
any and all obligations and liabilities under and with respect
to that certain Deed of Guarantee (the "Bank Guarantee") in
favor of Commonwealth Bank of Australia CAN 123 123 124 (the
"Bank") previously executed by the vendor The release must be
executed by the Bank and each assignee of the Bank under the
Bank Guarantee, if any.
7.2 Indemnification re Bank Guarantee
Purchaser will reimburse vendor and each of its present and
future officers, directors, employees, agents and shareholders
(individually an "Indemnified Party" and collectively the
"Indemnified Parties") for, and indemnify and hold the
Indemnified Parties harmless against, any and all losses,
liabilities, damages, amounts paid in settlement, demands,
penalties, fines, claims, suits, actions, judgments, and
causes of action, assessments, costs, and expenses (including,
without limitation, reasonable attorneys' fees, any and all
reasonable expenses incurred in investigating, preparing, and
defending against any litigation or administrative or judicial
proceeding) (collectively, "Damages"), asserted against,
resulting from, imposed upon, or incurred or suffered directly
or indirectly by, any Indemnified Party as a result of or
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arising from or in connection with the Bank Guarantee.
NOTICES
8.1 Method of giving notices
A notice, consent, approval or other communication (each a
'notice') under this agreement must be signed by or on behalf
of the person giving it, addressed to the person to whom it is
to be given and:
(a) delivered to that person's address;
(b) sent by pre-paid mail to that person's address; or
(c) transmitted by facsimile to that person's address.
8.2 Time of receipt
A notice given to a person in accordance with this clause is
treated as having been given and received:
(a) if delivered to a person's address, on the day of
delivery if a Business Day, otherwise on the next
Business Day;
(b) if sent by pre-paid mail, on the fifth Business Day
after posting; or
(c) if transmitted by facsimile to a person's address and
a correct and complete transmission report is
received, on the day of transmission if a Business
Day, otherwise on the next Business Day.
8.3 Address of parties
For the purposes of this clause the address of a person is the
address set out below or another address of which that person
may from time to time give notice to each other person:
THE VENDOR:
Address: ASPEON Inc.
Aspeon Irvine Xxxxxx
00000 Xxxxxxx Xxx.
Xxxxxx, XX 00000
XXXXXX XXXXXX OF AMERICA
Facsimile: + 1 949 440 8087
Attention: Xx. Xxxxxxx Xxxxx - CEO
THE PURCHASER:
Address: Xx. Xxxx Xxxxx
c/o Javelin Systems Asia Pacific Pty Ltd
Xxxx 0/ 00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XXX, 0000
XXXXXXXXX
Facsimile: + 61 2 9565 5151
GENERAL
9.1 Amendment
This agreement may only be amended or supplemented in writing,
signed by the parties.
9.2 Waiver
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The non-exercise of or delay in exercising any power or right
of a party does not operate as a waiver of that power or
right, nor does any single exercise of a power or right
preclude any other or further exercise of it or the exercise
of any other power or right. A power or right may only be
waived in writing, signed by the party to be bound by the
waiver.
9.3 Entire agreement
This agreement is the entire agreement of the parties on the
subject matter. The only enforceable obligations and
liabilities of the parties in relation to the subject matter
are those that arise out of the provisions contained in this
agreement. All representations, communications and prior
agreements in relation to the subject matter are merged in and
superseded by this agreement.
9.4 Severability
Any provision in this agreement which is invalid or
unenforceable in any jurisdiction is to be read down for the
purposes of that jurisdiction, if possible, so as to be valid
and enforceable, and is otherwise capable of being severed to
the extent of the invalidity or unenforceability, without
affecting the remaining provisions of this agreement or
affecting the validity or enforceability of that provision in
any other jurisdiction.
9.5 Assignment
No party may assign or transfer any of its rights or
obligations under this agreement without the prior consent in
writing of all the other parties.
9.6 No merger
No provision of this agreement:
(a) merges on or by virtue of Completion; or
(b) is in any way modified, discharged or prejudiced by
reason of any of the conditions specified in clause
3.2 being waived.
9.7 Further assurance
Each party must do, sign, execute and deliver and must ensure
that each of its employees and agents does, signs, executes
and delivers, all deeds, documents, instruments and acts
reasonably required of it or them by notice from another party
to effectively carry out and give full effect to this
agreement and the rights and obligations of the parties under
it, both before and after Completion.
9.8 Counterparts
This agreement may be executed in any number of counterparts
and all of those counterparts taken together constitute one
and the same instrument.
9.9 Attorneys
Each attorney who executes this agreement on behalf of a party
declares that the attorney has no notice of the revocation or
suspension by the grantor or in any manner of the power of
attorney under the authority of which the attorney executes
this agreement and has no notice of the death of the grantor.
9.10 Confidentiality
Each party must treat the existence and terms of this
agreement
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confidentially and no announcement or communication relating
to the negotiations of the parties or the existence, subject
matter or terms of this agreement may be made or authorised by
a party unless the other parties have first given their
written approval; provided, however, that the vendor may,
without purchaser's approval, make such public announcement of
the existence and terms of this agreement as the vendor
determines is necessary or advisable under applicable United
States securities laws.
LAW AND JURISDICTION
10.1 Governing law
This agreement is governed by the law in force in New South
Wales, Australia.
10.2 Submission to jurisdiction
The parties submit to the non-exclusive jurisdiction of the
courts of New South Wales and any courts which may hear
appeals from those courts in respect of any proceedings in
connection with this agreement.
ACCESS TO BOOKS AND RECORDS
11.1 Access to books and records
The vendor shall have the right, upon reasonable prior notice
to purchaser, to have access to the Company's books and
records during the Company's normal business hours, and the
right to make copies of the same, for the purpose of enabling
the vendor to prepare tax returns and any other proper
purpose. In the event that the Company decides to destroy any
of its books and records within eight years following the date
of this agreement, purchaser shall notify the vendor of that
intent not less than thirty days prior to such destruction,
identifying in reasonable detail the books and records to be
destroyed. If requested to do so by the vendor, the purchaser
will cause the Company, in lieu of destroying such books and
records, to transfer possession of the same to the vendor.
GST
12.1 Consideration exclusive of GST
Any consideration or payment obligation in this deed is
exclusive of GST unless stated otherwise.
12.2 Monetary Consideration
(a) This clause 12.2 applies if a Supply made under, in
connection with, or contemplated by this agreement is a
Taxable Supply.
(b) If this clause 12.2 applies, the Consideration for
the Supply is increased by an additional amount equal to the
amount of that Consideration multiplied by the relevant GST
rate.
(c) The additional amount under paragraph (b) is payable
at the same time and in the same manner as any Consideration
for the Supply to which the additional amount relates.
12.3 Tax Invoice
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A party who makes a Taxable Supply under, in connection with,
or contemplated by this deed, must give the party providing
the Consideration for the Taxable Supply, a Tax Invoice within
10 Business Days after the end of the month in which any
Consideration is paid, or an Invoice issued in relation to
that Taxable Supply, whichever occurs first.
12.4 Payments
Unless otherwise stated in this deed, the following principles
apply when determining the amount of a payment under this
deed:
(a) if a party is entitled under this deed to be
reimbursed or indemnified by another party for an expense,
claim, loss, liability or expense incurred in connection with
this deed, the reimbursement or indemnity payment must not
include any GST component of the expense, claim, loss,
liability or cost for which an Input Tax Credit may be
claimed; and
(b) if a party sets off an amount under this deed, the
same principles apply to calculate the amount to be set-off,
as if the amount had been paid in accordance with paragraph
(a).
12.5 Adjustment Event
If an Adjustment Event occurs in respect of any Supply made
under, in connection with, or contemplated by this deed, the
parties must do all things necessary to make sure that the
Adjustment Event may be properly accounted for, including:
(a) where appropriate, the party making that Supply must
provide a refund or credit to or will be entitled to receive a
further amount from the party providing the Consideration for
that Supply; and
(b) the issue of an Adjustment Note within 10 Business
Days after the end of the month in which the Adjustment Event
occurs.
12.6 Definitions
Capitalised terms in this clause 12 have the respective
meanings ascribed to those terms by the GST Law.
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SCHEDULE 1
(Clause 1.1)
THE COMPANY
NAME: JAVELIN SYSTEMS (ASIA PACIFIC) PTY LIMITED
PLACE OF INCORPORATION: NEW SOUTH WALES
DATE OF INCORPORATION: 25 March 1998
AUSTRALIAN COMPANY NUMBER: 082 092 742
ISSUED CAPITAL: 1 Ordinary Share
DIRECTORS: XXXXXXX XXXXX XXXXX, XXXXXXX XXXXX,
SECRETARIES: XXXXXXX XXXXX XXXXX, XXXXXXX XXXXXXX WILD
SCHEDULE 2
[INTENTIONALLY OMITTED]
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SCHEDULE 3
[INTENTIONALLY OMITTED]
SCHEDULE 4
(Clause 3)
CONDITIONS
Conditions for the benefit of all parties:
Confirmation of resignation of Xxxxxxx Xxxxx as a Director of the Company
Delivery of the share certificate for the Sale Share, or if the share
certificate cannot be located, a written statutory declaration of that fact and
an undertaking in writing to provide the share certificate to the Company if it
is subsequently located
Delivery of executed share transfer form for the Sale Share
Production of minute of directors meeting authorising transfer of share from
vendor to purchaser.
Conditions for the benefit of the vendor:
Payment of the Purchase Price for the share capital of Eighty Thousand United
States Dollars (US$80,000) at Completion.
SCHEDULE 5
(Clause 5.1)
VENDOR'S WARRANTIES
1. The vendor
1.1 The vendor is duly incorporated and validly exists under the law of its
place of incorporation.
1.2 The vendor has full corporate power and authority to own the Sale
Share.
1.3 The vendor is not insolvent and no receiver has been appointed over any
part of its assets and no such appointment has been threatened.
1.4 The vendor is not in liquidation or administration and no proceedings
have been
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brought or threatened or procedure commenced for the purpose of winding
up the vendor or placing it under administration.
2. Due authorisations
2.1 The execution and delivery of this agreement has been properly
authorised by all necessary corporate action of the vendor.
2.2 The vendor has full corporate power and lawful authority to execute and
deliver this agreement and to consummate and perform or cause to be
performed its obligations under this agreement.
2.3 This agreement constitutes a legal, valid and binding obligation of the
vendor enforceable in accordance with its terms by appropriate legal
remedy.
2.4 This agreement and Completion do not conflict with or result in a
breach of or default under any provision of the certificate of
incorporation of the vendor or any material term or provision of any
agreement or deed or any writ, order or injunction, judgment, law, rule
or regulation to which it is a party or is subject or by which it is
bound.
3. The Sale Share
3.1 The Sale Share:
(a) is the only issued share in the capital of the Company; and
(b) has been allotted and fully paid up.
3.2 There are no agreements, arrangements or understandings in force or
securities issued which call for the present or future issue of, or
grant to any person the right to require the issue of, any shares or
other securities in the Company.
4. Compliance with law and absence of litigation
4.1 There is no claim, action, proceeding or demand which may give rise to
litigation involving the vendor (in relation to the Sale Share).
4.2 There is no unsatisfied judgment, order, arbitral award or decision of
any court, tribunal or arbitrator against the vendor.
4.3 There is no outstanding claim, action, proceeding or demand current,
pending or threatened, in respect of the vendor in relation to the Sale
Share.
4.4 The vendor is not a party to any contract, agreement, arrangement or
understanding which is in breach of any applicable trade practices
legislation in relation to the Sale Share nor does the vendor engage in
any conduct or practice which is in breach of that legislation in
relation to the Sale Share.
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SCHEDULE 6
(Clause 2.4)
ACCOUNTS PAYABLE
[OMITTED FROM THIS FILING]
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SCHEDULE 7
PURCHASE PRICE
The Purchase Price for the share capital in Javelin Systems (Asia
Pacific) Pty Ltd is the sum of Eighty Thousand United States Dollars
(US$80,000), payable at Completion.
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EXECUTED as an agreement.
Executed for and on behalf of
ASPEON INC BY:
/s/ XXXXXXX XXXXX -----------------------------------------
Signature of Director/Secretary Signature of Director/Secretary
----------------------------------- -----------------------------------------
Name of Director/Secretary Name of Director/Secretary
----------------------------------- -----------------------------------------
Executed by
XXXXXXX XXXXX XXXXX in the presence of:
/s/ XXXXXXX XXXXX XXXXX
---------------------------------- ---------------------------
Signature of witness Signature of Xxxxxxx Xxxxx Xxxxx
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