SHAREHOLDERS AGREEMENTShareholders Agreement • December 14th, 2006 • sellcell.net • Telephone & telegraph apparatus • Nevada
THIS AGREEMENT dated December 6, 2006 is made among Safe-com GmbH & Co. KG (“Safe-Com”), SELLCELL.NET (“SellCell”) and Glucotel Scientific Inc. (the “Company”) and WITNESSES THAT WHEREAS: A. The Company was incorporated under Nevada law on December 1, 2006; B. Pursuant to a technology transfer agreement dated the 6th day of December, 2006 (the “Technology Transfer Agreement”), Safe-com sold to the Company all Technology (as described in the Technology Transfer Agreement), in exchange for 100 Common shares in the capital of the Company; C. On December 6 SellCell subscribed for and was issued 100 Common shares in the capital of the Company for the Subscription Price; D. SellCell agrees to invest US$1,250,000 on the closing date of this agreement. The Shareholders and the Company agree that US$265,000.00 of this investment will be paid by the Company to Safe-com in accordance with Section 3.2 of this Agreement and the balance of the investment will be deposited in the Company’
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • December 14th, 2006 • sellcell.net • Telephone & telegraph apparatus • Nevada
SAFE-COM GMBH & CO. KG, a company incorporated under the laws of Germany and having an office at Burg Lichtenfels 1, D-35104 Lichtenfels, Germany (Fax No. 49 (0) 64 54 / 7992 - 30) (the “Vendor”)
