Exhibit 4.11
DATED 25 July, 2003
(1) IQDOS LIMITED
and
(2) FUTUREMEDIA PLC
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AGREEMENT
RELATING TO THE SALE OF
THE WHOLE OF THE ISSUED SHARE CAPITAL
OF TEMP LIMITED
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Xxxxxx Xxxxx
Solicitors
Xxx Xxxx Xxxxxxxx
Xxxxxxx Xxxx
Xxxxxxxxxx
Xxxx Xxxxxx
X000 IGE
Tel: 00000 000000
Fax: 00000 000000
Ref: NJR/JRC
xxx.xxxxxxxxxxx.xxx
THIS AGREEMENT is made the is 25th day of July, 2003
BETWEEN:
(1) IQDOS LIMITED (registered in England no. 03844344) whose registered office
is at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxxxx XX0 0XX (the "Vendor"); and
(2) FUTUREMEDIA PLC (registered in England no. 01616681) whose registered office
is at Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxx XX0 0XX (the "Purchaser")
WHEREAS:
(A) The Company (as defined below) has at the date of this Agreement an
authorised share capital of GBP151,000 divided into Ordinary Shares of
GBP1 each, of which 150,001 is in issue and is fully paid.
(B) The Vendor has agreed to sell and the Purchaser has agreed to Purchase
the Shares (as defined below) on the terms of this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following words and expressions have the following
meanings, unless they are inconsistent with the context:
"Agreement" means this Agreement (including the Recital and any
schedule or annexure to it);,
"Business" the business of the provision of interactive learning
via the internet as carried on by the Company at
Completion
"Business Day" a day (other than a Saturday or Sunday) when banks are
open for business in London;
"Claim" means a claim by the Purchaser against the Vendor under
the Warranties;
"Company" means Temp Limited, a
private company limited by
shares and registered in
England and Wales under
company number 4844149
whose registered office is
at 00 Xxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxxxx XX0 0XX;
"Completion" means completion of the sale and purchase of the Shares;
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"Confidential Information" all information received or
obtained as a result of
entering into or
performing, or supplied by
or on behalf of a party in
the negotiations leading
to, this Agreement and
which relates to:
(i) the Company;
(ii) the provisions of
this Agreement;
(iii) the negotiations
relating to this Agreement;
(iv) the subject matter of
this Agreement;
(v) the Purchaser; or
(vi) the Vendor
"Consideration" means the total purchase price payable by the Purchaser
to the Vendor in respect of the Shares pursuant to
Clause 3;
"Consideration Shares" means 1,125,000 ordinary shares of 1 1/9 xxxxx each in
the capital of the Purchaser credited as fully paid;
"Depositary" BNY (Nominees) Limited;
"Disclosed" means fairly disclosed to
the Purchaser expressly
for the purposes of this
Agreement in the
Disclosure Letter and
"fairly" means disclosed
with sufficient
particularity to enable
the Purchaser to assess
the full impact on the
Company of the matter
disclosed;
"Disclosure Letter" means the letter
of the same date as this
Agreement in the agreed
form from the Vendor to
the Purchaser, together
with any attachments,
disclosing matters that
are exceptions to the
Warranties;
"Employees" means the employees of the Company further details of
whom are given in Schedule 2 to this Agreement;
"Encumbrance" means any mortgage, charge, security, interest, lien,
pledge, hypothecation, assignment by way of security,
equity, claims, right of pre-emption, option, charge,
covenant, restriction, reservation, lease, trust,
order, decree, judgment, title deficit (including
retention of title clauses), conflicting claim of
ownership or any third party's rights or encumbrance of
any nature whatsoever (whether or not perfected);
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"Hive-Down Agreement" an agreement
between IQdos Limited and
the Company for the sale
and purchase of the
business of IQdos Limited
executed the date of this
Agreement
"Intellectual Property Rights" means design rights, trade marks and service marks (in
each case whether registered or not), patents,
registered designs, copyright, moral rights, rights in
databases, utility models and all similar property
rights, whether registerable or not, including those
subsisting (in any part of the world) in inventions,
designs, drawings, performances, computer programs,
semiconductor topographies, confidential information,
business or brand names, domain names, metatags,
goodwill or style of presentation of goods or services
including applications for protection of any such
rights by registration;
"Issue Price" 34.9 US cents per Consideration Share
"Market Value" means the average
of the middle market value
quotations for one issued
share in the capital of
the Purchaser as shown by
the recognised investment
exchange NASDAQ for the 5
consecutive Business Days
immediately prior to the
end of the Restricted
Period;
"Relevant Price" means the price of a Consideration Share being the
average of the middle market value quotations for one
issued share in the capital of the Purchaser as shown
by the recognised investment exchange NASDAQ for the 5
consecutive Business Days immediately prior to the
Transfer;
"Restricted Period" forty (40) days following Completion;
"Shares" means the 150,001 ordinary shares of GBP1 in the
Company to be sold fully paid and purchased pursuant to
Clause 2;
"Software" means the software owned
by Company and as more
specifically identified by
an assignment dated the
date of this Agreement
between the Vendors and
the Company;
"Transfer" as defined under Clause 7.2; and
"Warranties" means the warranties by the Vendor set out in Clause 5.
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1.2 Any reference to an enactment or a statutory instrument is a reference to
it or them as amended, re-enacted or replaced (before or after the date of
this Agreement) and any subordinate legislation made under it.
1.3 The headings used in this Agreement are inserted for convenience only and
shall not affect its construction or interpretation.
1.4 Words and expressions used herein importing the singular number shall
include the plural number and vice versa and importing one gender shall
include any other.
1.5 Any references to a Clause shall be to a clause of this Agreement.
1.6 Reference to persons includes individuals, firms, bodies corporate,
unincorporated associations and partnerships.
1.7 The Recitals form part of this Agreement and shall have the same force and
effect as if expressly set out in the body of this Agreement.
1.8 General words introduced by the word "other" shall not be given a
restrictive meaning because they are preceded by words indicating a
particular class of acts, matters or things and shall not be given a
restrictive meaning because they are followed by particular examples
intended to be embraced by the general words.
1.9 References to individual persons shall be deemed to include his or her
respective heirs, estates, successors in title, personal representatives
and assigns.
1.10 Any document being "in the agreed form" means in a form which has been
agreed by the parties on or before the date of this Agreement and for
identification purposes signed by them or on their behalf by their
solicitors.
1.11 Where any statement is qualified by the expression "so far as the Vendor
is aware" or any similar expression it shall be deemed to include an
additional statement that it has been made after due and careful enquiry.
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2. SALE OF COMPANY
2.1 The Vendor as legal and beneficial owner of the Shares and with full title
guarantee shall sell and the Purchaser shall purchase the Shares on and
with effect from Completion.
2.2 The Shares shall be sold free from all Encumbrances and together with all
rights which now are or at any time may become attached to them and all
dividends and distributions declared, made or paid thereon after
Completion.
3. CONSIDERATION
3.1 The Shares shall be sold for the Consideration.
3.2 Any payment made by the Vendor in respect of a breach of any Warranties,
or any other payment made pursuant to this Agreement, shall be and shall
be deemed to be pro tanto a reduction in the price paid for the Shares
under this Agreement.
3.3 The Consideration shall be satisfied by the issue on Completion of the
Consideration Shares, credited as fully paid at the Issue Price, to the
Depositary on behalf of the Vendor.
3.4 The Vendor shall grant and endeavour to procure that Excel
Communications-Limited grants the Purchaser and the Company an e-learning
partnership status. This will operate whereby the Vendor and, to the
extent the Vendor is able to procure their compliance, Excel
Communications (HRD) Limited will be under an obligation whereby if they
become aware of any opportunities relevant to the Purchaser's business
they will notify these to the Purchaser and in reciprocation, the
Purchaser will be under an obligation to notify the Vendor or Excel
Communications (HRD) Limited of any opportunities it becomes aware of that
relate to their ongoing businesses.
4. COMPLETION
4.1 Completion shall take place forthwith on execution of this Agreement at
the offices of Xxxxxx Xxxxx, The Com Exchange, Xxxxxxx Xxxx, Xxxxxxxxxx,
X000 1 GE.
4.2 At Completion:
4.2.1 the Vendor shall deliver to the Purchaser each of the documents
listed in Part 1 of Schedule 1; and
4.2.2 the Vendor shall procure that all necessary steps are taken properly
to effect the matters listed in Part 2 of Schedule I at board
meetings of the Company and shall deliver to the Purchaser duly
signed minutes of all such board meetings.
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4.3 Subject to the Vendor complying with their obligations under Clause 4.2
the Purchaser shall at Completion:
4.3.2 issue the Consideration Shares to the Depositary on behalf of the
Vendor, and procure the issue of American Depositary Receipts in
respect of those shares by the Depositary as soon as reasonably
practicable; and
4.3.3 an executed agreement in the agreed form between the Purchaser and
the Vendor whereby the Company is permitted to continue in
occupation of its office space at 00 Xxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxxxx for a period of 6 months following Completion:
4.3.4 an executed agreement in the agreed form between Xxx Xxxxxx and the
Purchaser to run from the date of Completion.
4.4 Forthwith following Completion the Vendor shall, and shall procure that
for the time being, all records, correspondence, documents, files,
memoranda and other papers relating to the Company remain at the Vendor's
offices in Marlow.
4.5 Subject to Completion and compliance by the Purchaser with its obligations
under Clause 3, the Vendor hereby appoint the Purchaser as their attorney
in respect of the Shares registered in the Vendor's name pending
registration thereof in the name of the Purchaser (or such name as it
shall direct) to exercise all voting and other rights attaching to the
Shares and to receive all dividends or other distributions in respect
thereof.
5. WARRANTIES BY THE VENDOR
5.1 The Vendor warrants to the Purchaser that:
5.1.1 it has the right to sell and transfer the full legal and beneficial
interest in the Shares to the Purchaser on the terms set out in this
Agreement;
5.1.2 the Company is the owner of the full equitable and legal title to
the Software free from any Encumbrances;
5.1.3 the Company has no assets other than the Software and 6 lap top
computers and the other assets transferred pursuant to the Hive Down
Agreement;
5.1.4 so far as the Vendor is aware, the Intellectual Property Rights in
the Software are valid and subsisting and the Vendor do not know of,
or of any basis for, any claim for revocation, amendment, opposition
or rectification or any challenge to ownership or entitlement in
respect of the Software, or the Intellectual Property Rights in it;
5.1.5 so far as the Vendor is aware, neither the Software nor its use or
licensing infringes directly, or indirectly, the Intellectual
Property Rights of any third party, and no third party has alleged
any such infringement;
5.1.6 the source code of, and all programmers' notes, documentation and
drafts relating to, all the Software are in the possession of the
Company or under its control, are kept in a secure environment and
have not been disclosed to any third party;
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5.1.7 the Company has not entered into any agreement or arrangement in
respect of the Software other than the assignment of the
Intellectual Property Rights dated the date of this Agreement with
the Vendor;
5.1.8 the Company has no interest in any freehold or leasehold property
and no liability of any nature whatsoever in respect of any such
property;
5.1.9 no person is employed or engaged in the Company (whether under a
contract of service or contract for services) other than the
Employees and Xxxxx Xxxxxx and the Employees are all employed
directly by the Company and each of the Employees is employed
exclusively in the Company. There is no person who has accepted an
offer of employment or engagement by the Company but whose
employment has not yet started;
5.1.10 full and accurate particulars of the identities and dates of
commencement of employment or engagement or appointment to office
and terms and conditions of employment (including all information
required by law to be included in particulars of terms of
employment) and engagement of all the persons employed or engaged in
the Company (whether under a contract of service or contract for
services) including (without limitation) all remuneration,
incentives, bonuses, expenses, profit sharing or commission
arrangements, and other payments, share option schemes, policies of
insurance and other benefits whatsoever whether provided on a
discretionary or contractual basis have been provided to the
Purchaser;
5.1.11 there is no written claim, demand or liability outstanding or
threatened against the Company or the Vendor on the part of any
person who has been or is its director or employee (or the dependant
of any such person);
5.1.12 so far as the Vendor is aware, the Company and the Vendor have in
relation to each of the Employees (and, so far as relevant, to each
of its former employees) complied with all obligations imposed on it
by all enactments, regulations and acts in relation to its Employees
and has maintained current adequate records regarding the service
and terms of employment of each of the Employees;
5.1.13 there is no outstanding or threatened claim, dispute, legal
proceeding or grievance against the Company or the Vendor by any
Employee or any person who has been employed or engaged in the
Company and so far as the Vendor are aware there is no likelihood of
any such dispute, claim or proceedings arising at any time;
5.1.14 the Vendor and the Company to the extent they do now or have
previously engaged the Employees have maintained full compliance
with PAYE, national insurance contribution and tax collection
obligations in relation to the Employees;
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5.1.15 there are no amounts of remuneration outstanding (including
bonuses, and liabilities under section 13 Employment Rights Act 1996
accrued to the date of Completion) to any existing or former
employee or director of the Company (other than amounts representing
salary accrued due for the current pay period or for reimbursement
of legitimate business expenses); and
5.1.16 none of the Employees of the Company has given notice to terminate,
or is under notice of termination of, and there are no grounds on
which any such employee or director may give, or may be given,
notice to terminate, his employment with the company.
6. WARRANTIES BY THE PURCHASER
6.1 The Purchaser warrants to the Vendor that:
6.1.1 the Purchaser is a company duly incorporated, validly existing and
in good standing as a private limited company under English Law;
6.1.2 no resolution for the winding-up of the Purchaser has been passed,
and no order for the winding-up of the Purchaser has been made and
no petition for the winding-up of Purchaser has been presented, no
order for the appointment of an administrator of the Purchaser has
been made and no administrative receiver, receiver or liquidator for
the Purchaser has been appointed;
6.1.3 all necessary corporate actions and shareholder authorities required
to authorise the execution, delivery and performance by the
Purchaser of its obligations under this Agreement have been duly
taken and validly obtained and the Purchaser has the corporate power
and authority to execute, deliver and perform its obligations under
this Agreement;
6.1.4 this Agreement being duly authorised, executed and delivered by the
Purchaser constitutes legal, valid, binding and enforceable
obligations of the Purchaser;
6.1.5 neither the execution and delivery nor this performance by the
Purchaser of its obligations under this Agreement does or will
conflict with or result in any breach of any of the provisions of,
or constitute a default under, the Memorandum and Articles of
Association of the Purchaser; and
6.1.6 no consent, approval, authorisation or order of, and no notice to or
filing with, any governmental agency or governmental body or any
court is required to be obtained or made by the Purchaser for the
transactions contemplated under this Agreement.
7. LIMITATIONS ON LIABILITY
7.1 In the absence of fraud or dishonesty or wilful non-disclosure on the part
of any of the Vendor, their agents or advisors:
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7.1.1 the Purchaser shall not have any claim under the Warranties in
respect of any matter if, and to the extent that, it is Disclosed in
the Disclosure Letter;
7.1.2 the Vendor shall not be liable for any Claim unless:
(a) they have received written notice from the Purchaser giving
reasonable details of the Claim and, if practicable, the
Purchaser's estimate of the amount involved on or before the
expiration of twelve (12) months from Completion;
(b) the amount of any single Claim, exceeds GBP1,500 and, when
aggregated with all other single warranty Claims made on the
same occasion or previously, is equal to or exceeds GBP15,000
(in which case the Vendor shall be liable for the whole amount
of all of the Claims and not simply the excess);
7.1.3 subject to sub-clause 7.2, the aggregate liability of the Vendor in
respect of the Warranties shall not exceed GBP150,000;
7.1.4 the Vendor shall not be liable for any Claim if and to the extent
that a liability arises or is increased as a result of:
(a) any voluntary act or omission of the Purchaser (or any persons
deriving title from it) or the Company after Completion done
or suffered outside the ordinary course of business and other
than:
(A) pursuant to a legally binding obligation entered into by the
Company before Completion; or
(B) in order to comply with any law; or
(C) at the request of or with the consent of the Vendor; or
(b) a change in the law.
7.1.5 the Vendor shall not be liable for any Claim if and to the extent
that the Company is able to recover the loss giving rise to the
Claim under any insurance policy maintained by the Company at the
relevant time; and
7.1.6 the Purchaser shall not be entitled to recover damages or other more
than once in respect of the same loss.
7.2 The Vendor may elect to satisfy the liability of any Claim by transferring
to the Purchaser at the relevant time such number or all of the
Consideration Shares at the Relevant Price which have an aggregate value
equal to the value of the Claim ("Transfer") provided that if the value of
all the Consideration Shares at that time is less than the liability
arising under the Claim the Vendor shall on completion of the Transfer be
make an additional payment equivalent to the value of the Claim less the
value of the Consideration Shares transferred at the Relevant Price
pursuant to this Clause and in any event xxxx not be more than GBP150,000.
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7.3 If the Vendor makes any payment to the Purchaser or the Company in
relation to any Claim pursuant to Clause 7.2 and the Purchaser or the
Company subsequently receives from a third party any amount referable to,
or any benefit which would not have been received but for the
circumstances giving rise to, the subject matter of that Claim, the
Purchaser shall, once it or the Company has received such amount or
benefit, immediately pay or procure the payment to the Vendor of:
7.3.1 the amount of such receipt in cash; or at the option of the
Purchaser,
7.3.2 issue back to the Vendor that number of the Consideration Shares at
the Relevant Price at the time of their Transfer as have the same
value of the amount of such receipt,
together with any interest or repayment supplement paid to the Purchaser
or the Company in respect of it.
8. CONDUCT OF CLAIMS
8.1 The Purchaser shall notify the Vendor in writing of:
(a) any claim made against it by a third party which may give rise to a
Claim; and
(b) any claim the Company is entitled to bring against a third party
which claim is based on circumstances which may give rise to a
Claim.
8.2 The Purchaser shall procure that the conduct, negotiation, settlement or
litigation of the claim by or against such third party is, so far as is
reasonably practicable, carried out in accordance with the v6shes of the
Vendor and at their cost subject to their giving timely instructions to
the Purchaser and providing reasonable security for any costs and expenses
which might be incurred by the Purchaser or the Company.
8.3 The Purchaser shall not be liable for any delay in giving any notice under
sub-clause 8.1 and shall not by reason of such delay be precluded from
bringing any Claim against the Vendor.
8.4 The Purchaser shall provide and shall procure that the Company provides to
the Vendor and the Vendor's professional advisers reasonable access to
premises and personnel and to any relevant assets, documents and records
within their power, possession or control for the purpose of investigating
any Claim and enabling the Vendor to take the action referred to in
sub-clause 8.2 and shall allow the Vendor and their advisers to take
copies of any relevant documents or records at their expense.
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9. ANNOUNCEMENTS
9.1 No press conference, announcement or other communication concerning
Confidential Information or the transactions referred to in this
Agreement, or in connection with the Company, shall be made or despatched
by the Vendor or its agents, employees or advisers to any third party
without the prior written consent of the Purchaser save as may be required
by any:
9.1.1 law; or
9.1.2 any applicable regulatory authority to which the Vendor are subject
where such requirement has the force of law, provided such
communication shall be made only after consultation with the
Purchaser.
9.2 The restrictions contained in this clause shall continue to apply after
Completion without limit in time.
10. CONFIDENTIALITY
10.1 The parties hereby undertake with each other that each shall both during
and after the term of this Agreement preserve the confidentiality of, and
not directly or indirectly reveal, report, publish, disclose or transfer
or use for his own or any other purposes Confidential Information except:
10.1.1 in the circumstances set out in Clause 8.2 below;
10.1.2 to the extent otherwise expressly permitted by this Agreement; or
10.1.3 with the prior consent in writing of the party to whose affairs
such Confidential Information relates.
10.2 The circumstances referred to in Clause 8.1.1 above are:
10.2.1 where the Confidential Information, before it is furnished to the
other party, is in the public domain;
10.2.2 where the Confidential Information, after it is furnished to the
other party, enters the public domain otherwise than as a result of
(i) a breach by .the relevant party of their obligations in this
Clause 8 or (ii) a breach by the person who disclosed that
Confidential Information of a confidentiality obligation and the
relevant party is aware of such breach;
10.2.3 if and to the extent a party makes disclosure of the Confidential
Information to any person:
(a) in compliance with any requirement of law;
(b) in response to any applicable regulatory authority to which
the relevant party is subject where such requirement has the
force of law; or
(c) in order to obtain tax or other clearances or consents from
the Inland Revenue or other relevant taxing or regulatory
authorities; or
PROVIDED THAT any such information shall be disclosed only
after consultation with the other party and only to the extent
required.
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10.3 The restrictions contained in this clause shall continue to apply after
the Completion without limit in time.
11. RESTRICTIONS
11.1 The Vendor shall not at any time during the period of twelvemonths from
the date of this Agreement without the prior written consent of the
Purchaser establish a company or carry on a business of the provision of
training which is carried out in all material respects by interactive
learning via the internet and which is directly in competition with the
Business of the Company
11.2 Whilst the undertaking in Clause 11.1 is considered by the parties to be
reasonable in all circumstances, if any one or more should for any reason
be held to be invalid but would have been held to be valid if part of the
wording thereof was deleted, the said undertakings shall apply with the
minimum modifications necessary to make them valid and effective.
11.3 The Vendor, in accordance with NASDAQ exchange regulations shall not deal
in the Consideration Shares for the Restricted Period.
12. COSTS AND EXPENSES
12.1 Each party shall pay its own costs and expenses in relation to the
negotiation, preparation, execution and carrying into effect of this
Agreement and other agreements forming part of the transaction.
12.2 For the avoidance of doubt, the Company shall not pay any legal or other
professional charges and expenses in connection with any investigation of
the Company or its assets or the negotiation, preparation, execution and
carrying into effect of this Agreement.
12.3 The Purchaser shall pay all stamp and other transfer duties and
registration fees applicable to any document to which it is a party and
which arise as a result of or in consequence of this Agreement.
13. GENERAL
13.1 This Agreement may be executed in any number of counterparts all of which
when taken together shall constitute one agreement.
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13.2 Save for Clause 3.4 (which shall be enforceable by the Company), any
person who is not a party to this Agreement may not enforce any of its
terms under The Contracts (Rights of Third Parties) Xxx 0000.
Notwithstanding that any term of this Agreement may be or become
enforceable by a person who is not a party to it, the terms of this
Agreement to any of them may be varied, amended or modified or this
Agreement may be suspended, cancelled or terminated by agreement in
writing between the parties or this Agreement may be rescinded (in each
case), without the consent of any such third party.
13.3 The Vendor agree that they will do or procure the doing of all such acts
and things and execute or procure the execution of all such documents as
may be required on or subsequent to Completion to vest in the Purchaser
legal and beneficial ownership of the Shares in accordance with this
Agreement and otherwise to give effect to its terms.
13.4 This Agreement shall be governed by and construed in accordance with the
law of England and Wales.
13.5 The parties irrevocably agree to submit to the exclusive jurisdiction of
the courts of England and Wales over any claim or matter arising under or
in connection with this Agreement.
13.6 Any demand, notice or other communication given or made under or in
connection with this Agreement will be in writing. 13.7 Any such demand,
notice or other communication will be addressed as provided `in clause
13.8 and if so addressed will be deemed to have been duly given or made as
follows:
13.7.1 if sent by prepaid first class post, on the second business day
after the date of posting; or
13.7.2 if delivered by hand, upon delivery at the address provided for in
this clause 6, unless such delivery occurs on a day which is not a
business day or after 4 pm on a business day, in which case it will
be deemed to have been given or made at 9 am on the next business
day.
13.8 Any demand, notice or other communication will be addressed (subject as
provided in this clause 13) to the recipient at the recipient's address
stated in this Agreement or at such other address as may from time to time
be notified in writing by the recipient to the sender as being the
recipient's address for service, provided however that in the case of a
company it may instead (at the option of the sender) be addressed to its
registered office for the time being.
IN WITNESS whereof this Agreement was signed on the date appearing on page
1.
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Signed for and behalf of ) /s/ Xxx Xxxxxx
IQDOS LIMITED )
by )
Director
Signed for and behalf of ) /s/ Xxxxx Xxxxxx
FUTUREMEDIA PLC )
by )
Director
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SCHEDULE 1
Completion
Part 1
1. Vendor's obligations
On Completion, the Vendor shall deliver to the Purchaser:
1.1 transfers of the Shares duly executed by the registered holders thereof in
favour of the Purchaser or its nominee(s) together with the relevant share
certificates in the names of such registered holders;
1.2 the executed Hive Down Agreement;
1.3 an executed assignment of the Software and Intellectual Property Rights
from the Vendor to the Company in the agreed form;
1.4 an executed agreement in the agreed form between the Purchaser and the
Vendor whereby the Company is permitted to continue in occupation of its
office space at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxxxx for a period of 6
months following Completion;
1.5 the written resignations in the agreed form of all the Directors and the
secretary or secretaries of the Company from their respective offices,
such resignations to take, effect from Completion;
1.6 an executed agreement in the agreed form between Xxx Xxxxxx and the
Purchaser to run from the date of Completion; and
1.7 a print out of the Company customer list database as at the date of
Completion (to include current prospects, current contracts, targets and
all associated contact information).
Part 2
On Completion, the Vendor shall cause a board meeting of the Company to be held
at which:
1. the transfers of the Shares shall be passed for registration and
registered (subject to the same being duly stamped, which shall be at the
cost of the Purchaser);
2. persons nominated by the Purchaser (in the case of directors subject to
any maximum number imposed by the relevant articles of association) shall
be appointed additional directors and appointed secretaries
3. the resignations referred to in 1.5 of Part 1 shall be tendered and
accepted so as to take effect at the close of the meeting;
4. the secretary shall resign and Xxxxx Xxxxxx shall be appointed in its
place.
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SCHEDULE 2
The Employees
Emma Xxxxx Xxxxxxx
Xxxxxxxx XxXxxxxxx
Xxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxx Xxxxxxxx
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