THIS AMENDED AND RESTATED
TECHNOLOGY TRANSFER AGREEMENT
originally dated for reference the 6th day of January, 1999, and
amended on September 25, 2000.
BETWEEN:
XXXXXX XXXXXXXXX, a businessman having a mailing address
at 00, xxx xx x'Xxxx Xxx, 00000 L'HAY-LES-ROSES
OF THE FIRST PART
- and -
LANISCO HOLDINGS LIMITED, a company incorporated
pursuant to the laws of the Republic of Cyprus and
having a mailing address at
Xxxxxxxx 0, X.X. Xxx 0000, Xxxxxxx Xxxxxx
CARBON RESOURCES LIMITED, a company incorporated
pursuant to the laws of the Republic of Cyprus and
having a mailing address at
Xxxxxxxx 0, X.X. Xxx 0000, Xxxxxxx Xxxxxx
SYNERGY TECHNOLOGIES CORPORATION, a company
incorporated under the laws of Colorado, having its principal
place of business at 000 00xx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx X0X 0X0; and
CAPITAL RESERVE CORPORATION, a company incorporated
under the laws of Colorado, having its principal place of
business at 000 00xx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx X0X 0X0
OF THE SECOND PART
WHEREAS:
1. Xxxxxxxxx has developed a proprietary technology more particularly
described in Schedule "A" appended hereto (the "Technology") for the
non-catalytic thermal/chemical upgrading of low API gravity oil to
light oil.
2. Xxxxxxxxx and Lanisco previously agreed to jointly develop, market and
license the Technology.
3. In connection therewith, Xxxxxxxxx and Lanisco, on January 6, 1999,
entered into a Technology Transfer Agreement (the "Original
Agreement"), which, among other things, made provisions for the
funding of development of the Technology by Lanisco, restriction on
the transfer of the Interests held by each of the parties thereunder
and for the purchase and sale of the Technology in certain
circumstances and other provisions for matters of mutual concern and
interest.
4. As contemplated by the Original Agreement, Xxxxxxxxx executed an
assignment, in favor of Lanisco, of all of his rights, interests and
title in and to the Technology and the Patents (the "Assignment"),
which was placed into trust (the "Trust").
5. As of the date hereof, Lanisco has funded at least $1 million towards
the development of the Technology in fulfillment of its funding
obligations under the Original Agreement.
6. The parties now wish to amend the Original Agreement and the terms and
conditions contained therein by entering into this Amended and
Restated Technology Transfer Agreement (this "Amended Agreement").
NOW THEREFORE THIS AMENDED AGREEMENT WITNESSES that for and in
consideration of the mutual premises and the mutual covenants and agreements
contained herein, the parties covenant and agree each with the other as follows:
a) DEFINITIONS
1.1 For all purposes of this Amended Agreement:
"Capital Corp." means Capital Reserve Corporation, a Colorado corporation;
a) "Carbon Resources" means Carbon Resources Limited a Cyprus corporation
and a wholly-owned subsidiary of Synergy;
b) "Closing" means the date that this Amended Agreement is approved by
the parties and/or the shareholders of the parties and is executed by
the parties hereto;
c) "Interest" or "Interests" shall mean the Technology, the Patents, the
know how, the pilot plant, R&D results, tests runs, the shares of
Lanisco, the holdings of Xxxxxxxxx whether directly or in a company
over which Xxxxxxxxx may have direct or indirect control;
d) "Xxxxxxxxx" means Xxxxxx Xxxxxxxxx;
e) "Lanisco" means Lanisco Holdings Limited, a Cyprus corporation and
wholly owned subsidiary of Carbon Resources;
f) "Party" or "Parties" as the context may require shall mean Lanisco
and/or Xxxxxxxxx;
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g) "Patent" means the entire right, title and interest and in all foreign
countries, including all rights to claim priority, in and to any and
all improvements which are disclosed relating to the technology
defined in Schedule A appended hereto, and any legal equivalent
thereof in the U.S.. or any other country, including the right to
claim priority in and to, all Letters of Patent to be obtained for
said invention by the above application or any continuation, division,
renewal, or substitute thereof, and as to letters patent any reissue
or re-examination thereof;
h) "Shareholder Approval" means the requisite shareholder approval
required by Lanisco;
i) "Synergy" means Synergy Technologies Corporation, a Colorado
corporation; and
j) "Technology" means the technology defined in Schedule "A" appended
hereto.
1.2 In this Amended Agreement, except as otherwise expressly provided:
a) all references in this Amended Agreement to a designated "Section" or
other subdivision or to a schedule is to the designated Section or
other subdivision of, or Schedule to, this Amended Agreement;
b) the headings are for convenience only and do not form a part of this
Amended Agreement and are not intended to interpret, define, or limit
the scope, extent or intent of this Amended Agreement or any provision
hereof;
c) equally applicable to any gender and, where applicable, a body
corporate, the word the singular of any term includes the plural, and
vice versa, the use of any term is "or" is not exclusive and the word
"including" is not limiting, whether or not non-limiting language,
such as "without limitation" or "but not limited" to words of similar
import, is used with reference thereto;
d) any accounting term not otherwise defined has the meanings assigned to
it in accordance with generally accepted accounting principals
applicable to Cyprus;
e) any reference to a statute includes and is a reference to that statute
and to the regulations made pursuant thereto, with all amendments made
thereto and in force from time to time, and to any statute or
regulations that may be passed which has the effect of supplementing
or superceding that statute or regulations;
f) where any representation or warranty is made "to the knowledge of any
Person, such Person will not be liable for a misrepresentation or
breach of warranty by reason of the fact, state of facts, or
circumstances in respect of which the representation or warranty is
given being untrue if such Person proves that such
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Person conducted a reasonable investigation so as to provide
reasonable grounds for a belief that there had been no
misrepresentation or breach of warranty and that fact, state of facts,
or circumstances could not reasonably be expected to have been
determined as a result of that reasonable investigation, irrespective
of the actual investigation conducted by such Person;
g) except as otherwise provided, any dollar amount referred to in this
Amended Agreement is in U.S. funds; and
h) any other term defined within the text of this Amended Agreement has
the meanings so ascribed.
1.3 The following are the Schedules to this Amended Agreement:
Schedule Description
A Technology Description
B Patents
2. UNDERTAKINGS OF THE PARTIES; CLOSING
2.1 Subject to the terms and conditions hereof, Lanisco, Carbon
Resources, Synergy and Capital Corp. each undertakes to complete the
following at or subsequent to the Closing, as the case may be:
a) at the Closing, issue to Xxxxxxxxx 500,000 shares of Synergy's
common stock and 500,000 shares of Capital Corp.'s common stock
(collectively, the "Stock");
b) at or immediately following the Closing, Xxxxxxxxx shall be
appointed to the Board of Directors of Carbon Resources;
c) at or immediately following the Closing, Synergy shall cause
Xxxxxxxxx to be appointed to the CPJ Project Management Committee;
d) subsequent to the Closing, continue to pursue the commercialization
of the Technology and confirm pursuit of commercialization of the
Technology with quarterly reporting thereof which shall be provided
to Xxxxxxxxx within 30 days of the end of each quarter commencing
from the date hereof;
e) Lanisco undertakes to remain in good standing as a Cyprus
corporation;
f) subsequent to the Closing, register and maintain all Patents and
licenses current in all jurisdictions at the expense of Lanisco;
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g) subsequent to the Closing, to promptly pay to Xxxxxxxxx royalty
payments equal to five percent (5%) of the net proceeds of any
license and/or sub-license fees, royalties, or any such other
revenues realized by Lanisco from the Technology, Patents or any
improvement thereto. "Net proceeds" shall mean as gross revenues
less reasonable operating expenses, which shall not exceed 10% of
gross revenues, excluding research and development expenses; and
h) to provide to Xxxxxxxxx, upon commercialization or commencement of
the first licensing agreement with royalty payments, monthly
financial statements prepared by management and annual audited
financial statements of Lanisco and agree upon written notice by
Xxxxxxxxx to allow Xxxxxxxxx or his representatives to attend at the
offices of Lanisco to perform a review of the accounts of Lanisco
provided that such notice is received in written form no less than
seven (7) days in advance of the attendance at the offices of
Lanisco.
2.2 Xxxxxxxxx undertakes to complete the following at or subsequent to the
Closing, as the case may be:
a) at the Closing, to deliver to Lanisco and the trustee of the Trust
an irrevocable letter of direction to release the Assignment of the
Technology and any Patents from the Trust to Lanisco;
b) not to enter into negotiations with any other parties in relation to
the Technology either prior to or subsequent to the Closing; and
c) subsequent to the Closing, commit his best efforts to Lanisco,
Carbon Resources, Synergy and Capital Corp. in connection with the
commercialization of the Technology.
2.3 Closing shall take place upon the execution of this Amended Agreement.
At the Closing, the Patents shall be released to Lanisco and the Stock
shall be released to Xxxxxxxxx.
3.0 EVENTS OF DEFAULT AND REMEDIES
3.1 In the event that Lanisco, Carbon Resources, Synergy and/or Capital Corp.
shall fail to observe and perform any of the obligations imposed on them
by Article 2.1 of this Amended Agreement (a "Default") then Xxxxxxxxx may
give notice of such Default in writing to Lanisco, Carbon Resources,
Synergy and Capital Corp. specifying the nature of such Default. In the
event of a Default, as specified in the said notice, that is not cured
within thirty (30) days of receipt of such notice, Xxxxxxxxx shall have
the right to have such matter arbitrated pursuant to Section 8.1 hereof,
with such arbitration to be at the cost of Lanisco, Carbon Resources,
Synergy and Capital Corp.
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3.2 Without restricting the generality of Section 3.1, the term "Default" in
this Amended Agreement will include the occurrence of any of the
following events:
a) the failure of Lanisco, Carbon Resources, Synergy and/or Capital
Corp. to maintain all Patents and licenses current in all
jurisdictions at the expense of Lanisco, Carbon Resources, Synergy
and/or Capital Corp.; and
b) the failure of Lanisco, Carbon Resources, Synergy and/or Capital
Corp. to pay promptly to Xxxxxxxxx any required payments under this
Amended Agreement.
4.0 TRANSACTION EXPENSES
4.1 Each Party to this Amended Agreement shall bear all costs and expenses
incurred by him or it in negotiating and preparing this Amended Agreement
and in closing and carrying out the transactions contemplated by this
Amended Agreement. Unless otherwise expressly provided herein, all costs
and expenses related to satisfying any condition or fulfilling any
covenant contained in this Amended Agreement shall be borne by the Party
whose responsibility it is to satisfy the condition or fulfil the
covenant in question.
5.0 XXXXXXXXX WARRANTIES AND REPRESENTATIONS
5.1 Xxxxxxxxx warrants and represents to Lanisco, with the intent that
Lanisco will rely thereon in entering into this Amended Agreement and in
fulfilling the terms of this Amended Agreement as contemplated herein
that:
a) Xxxxxxxxx has the power, authority and capacity to enter into this
Amended Agreement and to carry out its terms;
b) the execution and delivery of this Amended Agreement and the
completion of the transactions contemplated hereby does not violate
or constitute an event of default under any contract or agreement to
which he may be a party and this Amended Agreement constitutes a
legal, valid and binding obligation of Xxxxxxxxx in accordance with
its terms except as limited by laws of general application affecting
the rights of creditors;
c) Xxxxxxxxx has the full power and authority to enter into this Amended
Agreement and to release the Assignment from the Trust resulting in
the transfer of all rights, title and Interests he has in the
Technology, and Patents filed or pending, as contemplated by this
Amended Agreement to Lanisco, free and clear of all liens and
encumbrances; and
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d) there are no existing agreements or contemplated agreements other
than the Original Agreement, written or oral, of any nature or kind
whatsoever to which Xxxxxxxxx is a party in relation to the
Technology.
6.0 LANISCO, CARBON RESOURCES, SYNERGY AND CAPITAL CORP. WARRANTIES AND
REPRESENTATIONS
6.1 Lanisco, Carbon Resources, Synergy and Capital Corp. warrant and
represent to Xxxxxxxxx, with the intent that Xxxxxxxxx will rely thereon
in entering into this Amended Agreement and in fulfilling the terms of
this Amended Agreement as contemplated herein that:
(a) each of them has the power and capacity and good and sufficient right
and authority to enter into this Amended Agreement on the terms and
conditions herein set forth;
(b) each of Lanisco and Carbon Resources is a company duly incorporated,
validly existing and presently in good standing under the laws of the
Republic of Cyprus and Synergy and Capital Corp. are each a
corporation duly incorporated, validly existing and presently in good
standing under the laws of the State of Colorado;
(c) there is no basis for and there are no actions, suits, judgements,
investigations or proceedings outstanding or pending or to the
knowledge of Lanisco threatened against or affecting Lanisco at law
or in equity or before or by any court or federal, provincial, state,
municipal or other governmental authority, department, commission,
board, tribunal, bureau or agency and neither is Lanisco a party to
or threatened with any litigation.
7.0 NON-DISCLOSE AND NON-COMPETE
7.1 Except with the consent in writing of Lanisco, Xxxxxxxxx shall not within
a period of five (5) years after he has ceased to be a Party to this
Amended Agreement, directly or indirectly, whether as principal, agent or
otherwise, or by means of any corporate or other device, carry on any
business, in any country in which Lanisco or its licensees, distributors
or agents operate, which is similar to the business being carried on by
Lanisco.
7.2 Xxxxxxxxx shall not either directly or indirectly, use or disclose or
knowingly permit his representatives or agents to use or disclose to any
person, except to the duly authorized officers and employees of Lanisco
or its shareholder entitled thereto, any price details, sales quotas,
data and know-how, drawings, flow sheets, market research,
specifications, processes, techniques, financial business and tax plans,
business activities, the statements, trade secrets, sources and supply or
any other information acquired by him or his representatives or agents by
reason of his involvement or association with Lanisco, unless deemed
necessary for, but not limited to, the purpose of obtaining notional
costs, provided that such disclosure is covered by a confidentiality
agreement or made in accordance to industrial practice in a manner that
protects the overall knowledge.
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8.0 ARBITRATION
8.1 Any dispute, difference or question which may arise at any time
hereinafter between the Parties touching on the true construction of this
Amended Agreement and the respective rights and obligations of each Party
to the other shall be referred to and settled by binding arbitration
under the International Arbitration Act. No arbitration shall be
commenced until the aggrieved Party shall send to the other Party a
written notice describing the problem and stating a proposed solution
("Settlement Notice"). For thirty (30) days after the sending of the
Settlement Notice, the Parties shall try to settle the dispute in good
faith. The contents of the Settlement Notice and of all discussions and
writings during the thirty (30) day settlement period shall be without
prejudice and shall be privileged as settlement discussion and may not be
used in any legal proceedings or arbitration. Upon the Parties being
unable to reach a solution, the matter shall be settled by binding
arbitration. The place of arbitration shall be London, England or such
other jurisdiction as may be acceptable to the Parties and the
jurisdiction. One impartial arbitrator shall be appointed under the
International Arbitration Act. Judgement on the Arbitral award may be
entered in any court in England or in any court having jurisdiction. The
Parties hereby waive all defenses as to personal jurisdiction, venue and
sovereign immunity from attachment, exception and jurisdiction in any
proceeding to confirm or enforce the award. The Party who brings any
proceeding to enforce the award and prevails shall be paid its full costs
and attorney fees by the other Party. The laws of England shall govern
all issues during the arbitration. The decision of the arbitrator shall
be final and binding on the Parties herein.
9.0 COVENANTS OF THE PARTIES:
9.1 The Parties agree that they shall attend to all corporate matters to
carry out and implement this Amended Agreement as soon as possible.
9.2 Not withstanding the completion of the transactions herein contemplated,
the waiver of any condition contained herein (unless such waiver
expressly releases Xxxxxxxxx or Lanisco of such representation, warranty,
covenant or agreement), the same will remain in full force and effect.
9.3 Each of the parties acknowledge and agree that if either party learns of
a claim of infringement of or by the Technology or any part thereof, that
party shall give immediate notice of such claim to the other party. Each
of the parties acknowledge and agree that they shall each then use all
reasonable efforts to terminate such infringement. Should the Parties
fail to xxxxx the infringing activity within ninety (90) days after such
written notice, Xxxxxxxxx acknowledges and undertakes that Lanisco,
Carbon Resources, Synergy and/or Capital Corp. may bring suit against the
third party, for patent infringement, and any defense of the Patent
undertaken by such entity or entities shall be funded by them and such
costs shall be deducted from gross revenues before payment of royalties
hereunder until all costs are paid in full.
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10.0 POST CLOSING AGREEMENTS
10.1 Xxxxxxxxx will indemnify and hold harmless Lanisco, Carbon Resources,
Synergy and Capital Corp. from and against:
(a) any and all losses, damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfilment of any
covenant on the part of Xxxxxxxxx under this Amended Agreement or
from any misrepresentation in or omission from any certificate or
other instrument furnished or to be furnished to Lanisco hereunder;
and
(b) any and all actions, suits, proceedings, demands, assessments,
judgements, costs and legal and other expenses incidental to any of
the foregoing.
10.2 Lanisco, Carbon Resources, Synergy and Capital Corp. will indemnify and
hold harmless Xxxxxxxxx from and against:
(a) any and all losses, damages or deficiencies resulting from any
misrepresentation breach of warranty or non-fulfilment of any
covenant on the part of Lanisco under this Amended Agreement or from
any misrepresentation in or omission from any certificate or Other
instrument furnished or to be furnished to Xxxxxxxxx hereunder; and
(b) any and all actions, suits, proceedings, demands, assessments,
judgements. costs and legal and other expenses incidental to any of
the foregoing.
10.3 Lanisco, Carbon Resources, Synergy and Capital Corp. hereby grant unto
Xxxxxxxxx an option to purchase the rights to the Technology in the event
that Lanisco or Carbon Resources has voluntarily filed or is the subject
of an involuntary filing for bankruptcy, protection from creditors or
similar proceeding. In either such event, Xxxxxxxxx shall have the
irrevocable right to purchase the outstanding rights of ownership in the
Technology held by Lanisco, Carbon Resources, Synergy and/or Capital
Corp. at the price determined by the following formula: the lesser of (i)
the total of sums expended or incurred in connection with the development
of the Technology, including but not limited to those sums expended by
Lanisco, Carbon Resources, Synergy, Capital Corp.; or (ii) the total
amount of all proceeds realized by Xxxxxxxxx (or his assigns) from the
sale of any and all shares of common stock issued to Xxxxxxxxx hereunder,
plus all remaining unsold shares of such common stock; provided, however,
that in the event Lanisco, Carbon Resources, Synergy and/or Capital
Corp., prior to Xxxxxxxxx'x exercise of his option to the rights to the
Technology, receive a bona fide offer from an independent third party for
the rights to the Technology, then the purchase price to be paid by
Xxxxxxxxx under his option shall be equal to such third party offer.
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10.4 (a) As a further inducement to Xxxxxxxxx to enter into the Amended
Technology Agreement, Synergy and Capital Corp. hereby jointly
covenant with Xxxxxxxxx to either pay to Xxxxxxxxx an amount of cash
or issue to Xxxxxxxxx additional shares of common stock from Synergy
and Capital Corp. equally, so that when such additional consideration
is added to the proceeds realized by Xxxxxxxxx (or his assigns)
through February 28th, 2001 from the actual sale by Xxxxxxxxx (or his
assigns) of 100,000 shares of common stock of Synergy and of 100,000
shares of common stock of Capital Corp., such sum equals $500,000 US.
In the event that such additional consideration is paid and if such
additional consideration when added to the proceeds realized by
Xxxxxxxxx (or his assigns) through February 28th, 2002 from the sale
of up to 200,000 shares of Synergy and up to 200,000 shares of Capital
Corp., totals more than $1 million US, then such additional
consideration shall be returned by Xxxxxxxxx, up to the amount that
such realized proceeds exceeds $1 million US in the same form and
amounts as paid to Xxxxxxxxx.
(b) Lanisco, Carbon Resources, Synergy and Capital Corp. also hereby
jointly covenant to pay such further consideration to Xxxxxxxxx as may
be necessary after the actual sale by Xxxxxxxxx (or his assigns) of
200,000 shares of common stock of Synergy and 200,000 shares of common
stock of Capital Corp., so that when such further consideration, along
with the additional consideration described in paragraph 10.4(a)
above, are added to the proceeds realized by Xxxxxxxxx (or his
assigns) through February 28th , 2001, such sum equals $1 million US.
(c) Synergy and Capital Corp. each hereby grant to Xxxxxxxxx "piggyback
registration rights" for 200,000 shares of common stock issued by such
applicable party hereunder. Such shares shall be registered with the
United States Securities and Exchange Commission on an applicable form
of registration statement. All remaining shares of common stock issued
hereunder shall bear a restrictive legend prohibiting the sale,
transfer, pledge, encumbrance or other conveyance for a period of two
(2) years from the date that a 100 barrel per day plant utilizing the
Technology commences operations; PROVIDED, HOWEVER, such restrictive
legend shall be removed upon any of Lanisco, Carbon Resources, Synergy
or Capital Corp., or any of their respective assignees, entering into
a licensing agreement whereby the Technology is licensed to a third
party licensee in exchange for the payment of fees and other
consideration; PROVIDED, FURTHER, that in the event of removal of the
restrictive legend pursuant to the immediately foregoing PROVISO, such
removal shall not affect the applicable holding period and resale
limitations pursuant to U.S. federal and/or state securities laws.
10.5 Lanisco shall be allowed to be merged into its parent corporation, Carbon
Resources, without the prior approval of Xxxxxxxxx and in which case
Carbon Resources shall automatically be bound to remain in good standing
as a Cyprus corporation and assume all other rights, duties and
obligations of Lanisco hereunder.
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11.0 MISCELLANEOUS
11.1 Time is of the essence of this Amended Agreement
11.2 The parties will execute and deliver such further documents and
instruments and do all such acts and things as may be reasonably
necessary or requisite to carry out the full intent and meaning of this
Amended Agreement and to effect the transactions contemplated by this
Amended Agreement
11.3 (a) This Amended Agreement will enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
(b) This Amended Agreement may not be assigned by any party hereto
without the prior written consent of the other parties to this Amended
Agreement, save for the parties hereto agree that Xxxxxxxxx may have
the right to assign his interest in the Agreement to any third party
which is directly or indirectly controlled by Xxxxxxxxx, subject to the
undertaking by said third party to be bound by this Amended Agreement.
11.4 This Amended Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together
constitute one and the same instrument.
11.5 (a) All notices, requests, demands and other communications required or
permitted hereunder, or desired to be given with respect to their rights
or interest herein, assigned or reserved, shall be deemed to have been
properly given or delivered, when delivered personally or sent by
registered mail or sent by electronic communication with all postage or
other charges fully prepaid, and addressed to the parties respectively as
follows:
To Xxxxxxxxx:
Xxxxxx Xxxxxxxxx
00, xxx xx x'Xxxx Xxx
00000 X'XXX-XXX-XXXXX
Xxxxxx
To Lanisco:
Lanisco Holdings Limited
Office 000, Xxxxxxx 0, X.X. Xxx 0000,
Xxxxxxx, Xxxxxx
To: Carbon Resources
Carbon Resources Limited
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Office 000, Xxxxxxx 0, X.X. Xxx 0000,
Xxxxxxx, Xxxxxx
To: Synergy
Synergy Technologies Corporation
000 - 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx, X0X 0X0
To: Capital Corp.
Capital Reserve Corporation
000 - 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
or such other address as any Party may specify by notice in writing to
the other.
(b) Any notice delivered on a business day, or sent by electronic
communication on a business day, will be deemed conclusively to have been
effectively given on the date notice was delivered or transmitted.
(c) Any notice sent by prepaid registered mail will be deemed
conclusively to have been effectively given on the tenth business day
after posting; but if at the time of posting or between the time of
posting and the tenth business day thereafter if there is a strike,
lockout or Other labor disturbance affecting postal service, then the
notice will not be effectively given until actually delivered.
11.6 Xxxxxxxxx warrants to Lanisco that no agent or other intermediary has
been engaged by Xxxxxxxxx in connection with the business dealing herein
contemplated; and Lanisco warrants to Xxxxxxxxx that no agent or other
intermediary has been engaged by Lanisco in connection with the Agreement
herein contemplated.
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11.7 This Amended Agreement will be governed by and construed in accordance
with the laws of England and the parties will attorn to the jurisdiction
of the Courts thereof.
IN WITNESS WHEREOF Lanisco Holdings Limited, Carbon Resources Limited,
Synergy Technologies Corporation and Capital Reserve Corporation have
each executed this Amended Agreement duly attested by the hands of its
respective properly authorized officers in that behalf and Xxxxxx
Xxxxxxxxx has set his hand and seal all as of the day and year first
above written.
SIGNED, SEALED AND DELIVERED
by XXXXXX XXXXXXXXX
in the presence of:
/s/ Xxxxxxx Xxxx-Xxxxxx s/s Xxxxxx Xxxxxxxxx
----------------------- ---------------------
WITNESS as to the signature XXXXXX XXXXXXXXX
of Xxxxxx Xxxxxxxxx
LANISCO HOLDINGS LIMITED,
a Cyprus corporation
By: /s/ Xxxxxxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxxxxxx Xxxxxxxx
Title: Director
CARBON RESOURCES LIMITED,
a Cyprus corporation
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: President
SYNERGY TECHNOLOGIES CORPORATION
a Colorado corporation
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
CAPITAL RESERVE CORPORATION
a Colorado corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------
Name: Xxxxx X. Xxxxx
Title: Director
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