AGREEMENT RE POSTPONEMENT SIGNING SPA AND TRANSFER SHARES KWATROBOX B.V.
THIS AGREEMENT is made as of the 29th day of August 2000.
BETWEEN:
A PECES B.V., a corporation incorporated under the laws of the
Netherlands, represented by Xxxx Xxxx, (hereinafter referred
to as "Peces")
B RENDEX B.V., a corporation incorporated under the laws of the
Netherlands, represented by Xxxx Xxxxxxx, (hereinafter
referred to as "Rendex")
C XXX XXXX BOYS B.V., a corporation incorporated under the laws
of the Netherlands, represented by Xxxx Xxx Xxxx, (hereinafter
referred to as "Xxx Xxxx")
D WODAN B.V., a corporation incorporated under the laws of the
Netherlands, represented by Gijs Pol, (hereinafter referred to
as "Wodan")
(Parties "a" through "d" collectively hereinafter referred to as the
"Vendors")
E E-AUCTION GLOBAL TRADING INC., a corporation incorporated
under the laws of the State of Nevada, represented by Xxxxx
W.A. Xxxxxxx, (hereinafter referred to as the "Purchaser")
Vendors and Purchaser are hereinafter collectively referred to as the
"Parties"
WHEREAS:
a. Vendors and Purchaser entered into a pledge agreement on June
5, 2000 (hereinafter: "the Pledge Agreement").
b. In the Pledge Agreement Parties have agreed to enter into a
share purchase agreement (hereinafter: "the Share Purchase
Agreement") concerning the sale by Vendors to Purchaser of all
of the shares in Kwatrobox B.V. (hereinafter: "the Shares")
under the terms and conditions as recorded in a draft Share
Purchase Agreement a copy of which is attached to the Pledge
Agreement.
c. Parties agreed that the signing of the Share Purchase
Agreement was to take place on or before August 31, 2000. The
transfer of the Shares would follow the signing of the Share
Purchase Agreement shortly.
d. Due to circumstances known to Parties, Purchaser is not
capable of entering into the Share Purchase Agreement on or
before the agreed date of August 31, 2000.
e. Parties therefore reached an understanding in respect of a
postponement of the signing of the Share Purchase Agreement
and the following subsequent transfer of the Shares and on an
amendment of article 2.3and article 6.3 of the Share Purchase
Agreement,
PARTIES HEREBY AGREE AS FOLLOWS
- The signing of the Share Purchase Agreement by Parties will be
postponed and take place on or before November 30, 2000. The
transfer of the ownership of the Shares by Vendors shall take
place immediately after the signing of the Share Purchase
Agreement, but not later than November 30, 2000.
- As of the signing of this "Agreement re Postponement signing
SPA and transfer Shares Kwatrobox B.V." ARTICLE 2.3 -as far as
still applicable- of the Share Purchase Agreement shall read
as follows:
"2.3 PAYMENT OF PURCHASE PRICE. The Purchase Price shall be
paid and satisfied by the Purchaser to the Vendors as follows:
(a) The payment schedule for the cash component of the Purchase
Price is as follows:
1. -first installment satisfied-;
2. Two Million Two Hundred and Fifty Thousand
(2,250,000) Guilders on June 5, 2001; and
3. One Million (1,000,000) Guilders on June 5, 2002.
(b) The payment schedule for the e-Auction Share component of the
Purchase Price is as follows:
1. -first installment satisfied-;
2. Four Hundred and Fifty Thousand (450,000) e-Auction
Shares June 5, 2001;
3. One Hundred and Fifty Thousand (150,000) e-Auction
Shares June 5, 2002; and
4. One Million (1,000,000) Guilders worth of e-Auction
Shares (the "Last Payment") if Kwatrobox B.V. and the
Subsidiaries show combined pre-tax earnings
("Earnings") of not less than US$1.4 Million for the
period commencing on June 5, 2000 to and including
June 4, 2003 (the "Three Year Period"). To the extent
that the Earnings are less than US$1.4 Million for
the Three Year Period but are greater than US$1
Million, the amount of the Last Payment shall be
reduced by the deficit between the Earnings and US$
1.4 Million. To the extent that the Earnings for the
Three Year Period are less than US$1 Million, the
Purchaser shall be under no obligation whatsoever to
make any additional payment to the Vendors pursuant
to this Section 2.3(b)(4). The Vendors shall have the
right, at their own cost and expense, to review the
Purchaser's calculations of Earnings for the Three
Year Period at any time during normal business hours
during the period of Thirty (30) days from and after
the date on which the Purchaser advises the Vendors
of the Earnings for the Three Year Period. For the
purposes of this Section 2.3(b)(4) and to the extent
that the Vendors are entitled to some or all of the
Last Payment, the Last Payment shall be converted
into e-Auction Shares at a price equal to Five (5)
Guilders in Netherlands funds per share.
Notwithstanding the foregoing, in no event, pursuant
to the terms of this Section 2.3(b)(4), shall the
Purchaser be obligated to pay the Vendors an amount
in excess of Two Hundred Thousand (200,000) e-Auction
Shares."
- As of the undersigning of this "Agreement re Postponement
signing SPA and transfer Shares Kwatrobox B.V." the wording:
"the Closing Date" in ARTICLE 6.3 shall be replaced with:
"June 5, 2000".
- This Agreement shall be governed by and construed in
accordance with the laws of The Netherlands.
IN WITNESS WHEREOF this Agreement has been executed by the Parties
hereto.
A. PECES B.V.
Per:
--------------------------
Authorized Signing Officer
B. RENDEX B.V.
Per:
--------------------------
Authorized Signing Officer
X. XXX XXXX BOYS B.V.
Per:
--------------------------
Authorized Signing Officer
D. WODAN B.V.
Per:
--------------------------
Authorized Signing Officer
E. E-AUCTION GLOBAL TRADING INC.
Per:
--------------------------
Authorized Signing Officer
