AGREEMENT
between
Xxxxxx Xxxxxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 1 NB,
(hereinafter called "the Principal")
and
Xxxxx Xxxx, Xxxxxxxxxxxxxx 00, 0000 Xxxxxxxx,
Xxxxx Xxxxx, Schwoesterrain, 8714 Feldbach,
(hereinafter called "W&W")
Xxxxx Investment Ltd., Grand Cayman, Cayman Islands
(hereinafter called "the Company")
1. The Principal hereby instructs W&W to perform or cause third parties to
perform the following:
- to acquire all the shares of the Company on behalf of Xxxxxx
Xxxxxxxx (CI) Ltd., Jersey which acts for and on behalf of Xxxxxxx
XxxXxxxx;
- to represent the Principal at the shareholders' meeting of the
Company to take the necessary resolutions to capitalize the company;
- to join the board of directors of the Company, to take the necessary
resolutions and to acquire 1,000,000 shares in Solv-Ex Corp. on
behalf of the Company;
- to act as lawyers on behalf of the company, to watch the structure
and to prepare the necessary agreements to close the Participation
Loan with Horten Technology S.A. to acquire 1,000,000 shares in
Solv-Ex for a share price of USD 16.50. The Participation Loan
shall be closed that repayment shall be based of an amount of
1,000,000 shares and that repayment shall depend on the average
share price of Solv-Ex of five banking days before the announcement
that said Participation Loan shall be repaid.
2. W&W shall only act within the bounds of law and ethics according to the
instructions of the Principal, in the absence of such instructions, W&W
may act on its own initiative.
3. The Principal may appoint one or more representatives to act on their
behalf. Their proxies may be revoked at any time. If more than one
person is entitled to give instructions as Principal or representative,
W&W may follow the instructions of any one of them without previously
contacting the other persons so entitled.
4. The Principal undertakes to put the necessary qualifying shares at the
disposal of W&W. Monies received in respect of such shares belong to the
Principal.
5. The Principal and his successors/assignees undertake to release,
discharge and indemnify W&W for all claims brought against them in
connection with the performance of this Agreement, especially in their
capacity as founder, shareholder, member of the board of directors or
administrator. W&W is only liable for unlawful intent and gross
negligence.
6. The Principal will reimburse W&W all expenditures, fees, taxes and any
other costs incurred in connection with this Agreement and in the
interest of the Principal. Besides, W&W is authorized to charge its
usual fees. For the activity as directors, W&W shall receive CHF 10,000
per director per annum.
7. This Agreement may be terminated by either party at any time. It is,
however, not automatically terminated in the case of loss of capacity to
act or bankruptcy of either party.
8. This Agreement is subject to Swiss law. Any dispute arising out of this
Agreement is herewith subjected to the jurisdiction of the ordinary
courts at Zurich.
Zurich.
The Principal: W&W:
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxx
for and on behalf of Xxxxx Xxxxx Xxxxx Xxxx
Xxxxxx Xxxxxxxx and
agent of Xxxxxx Xxxxxxxx
(CI) Ltd.