THIS DEED OF AGREEMENT is made the 30th day of September, 1997
PARTIES:
ASI TECHNOLOGIES PTY. LTD. (ACN 006 828 324) of Xxxxx 0, 0000
Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx ("XXXX')
and
ASI ENTERTAINMENT PTY. LTD. (ACN 062 850962) also of Xxxxx 0,
0000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx ("ASIE")
RECITALS:
A. XXXX has agreed to sell and ASIE has agreed to purchase
certain assets.
B. The parties hereto wish to record the agreements and
arrangements made between them.
AGREEMENT:
1. XXXX hereby agrees to sell to ASIE the assets described in
the Schedule hereto (the said assets") for a total price ("the
price") of A$1,500,000.
2. It is further agreed between the parties hereto as follows:
(a) XXXX shall within 7 days from the date hereof (the
"settlement date") assign transfer and set over absolutely (with
effect from 1 July, 1997) to ASIE all and singular the said
assets with the price being satisfied by ASIE issuing and
allotting to XXXX (and/or its nominees) on the settlement date
15,000,000 ordinary fully paid 10 cent shares ("the ASIE
shares") in the capital of ASIE and 15,000,000 options ("the
Options") over ordinary 10 cent shares in the capital of ASIE
with the terms and conditions of the Options being as set out
in clause 3 hereof;
(6) they shall each do and undertake all such acts, matters and
things and execute all such documents as shall be necessary to
ensure that with all due expedition
the said assets are assigned transferred and set over absolutely
to ASIE as
aforesaid and in the meantime the said assets shall be held in
trust by XXXX on
behalf of ASIE absolutely
3. The terms and conditions of the Options shall be:
(a) all shares in ASE to be issued and allotted pursuant
to the exercise of the Options
shall rank pari passu in all respects with the existing issued
share capital of ASIE;
(b) the Options shall expire 30 June, 2000 but may be
transferred at any time prior
to the expiry date;
(c) the Options are exercisable at 10 cents per Option;
(d) the Options shall be exercisable wholly or in part (in
multiples of 100,000 Options) by notice in writing to ASIE given
at any time prior to or on the expiry date and shall be
accompanied by the application monies ("the application monies")
or the shares resulting from the exercise of the Options;
(e) there are no participating rights or entitlements
inherent in the Options to participate in any new issue or bonus
issue of securities which may be offered to members of ASIE from
time to time prior to the expiry date;
(f) Option holders have the right to exercise their
Options prior to the date of
determining entitlements to any capital issue to the then
existing members of ASIE made during the currency of the
Options. In this regard, Option holders shall be afforded the
period of at least 14 days prior to, and inclusive of, the books
closing date (to determine entitlements to the issue), to
exercise their Options;
(g) in the event of any reconstruction (including
consolidation, subdivision, reduction or return) of the issued
capital of ASIE, the number of Options or the exercise price of
the Options or both shall be reconstructed (as. appropriate) in
a manner which will not result in any benefits being conferred
on Option holders which are not conferred on shareholders, but
(subject to the provisions with respect to: rounding of
entitlements as sanctioned by the meeting of members approving
the reconstruction of capital) in all other respects the terms
for the exercise of the Options shall remain unchanged;
(h) if the shares of ASIE shall be officially quoted on a
Stock Exchange, application for official quotation on that Stock
Exchange of the shares allotted and issued pursuant to the
exercise of Options will be made by ASIE within 14 days after
the date of allotment of such shares;
(i) shares allotted and issued pursuant to the exercise of
Options will be allotted and issued not more than 14 days after
the receipt of a properly executed exercise notice and the
application monies;
(j) ASIE reserves .the right to vary, amend, alter and/or
add to the terms and conditions attached to the Options ("the
changes") if the requirements of a Stock Exchange:
i. on which ASIE's shares are granted official
quotation; or,
ii. on which ASIE wishes to have its shares granted
official quotation
make it necessary for the changes to be made provided
that no changes may be made by ASIE to the exercise price of 10
cents per Option or the expiry date of 30 June, 2000 save as may
be necessary by reason of the operation of the matters set out
in sub-clause (g) hereof.
4. ASIE represents and warrants to and agrees with XXXX so
that XXXX may at all times rely on this clause that:
(a) on the settlement date ASIE will have only one class
of shares issued (being ordinary fully paid ten cent shares
ranking in all respects pad passu with each other share);
(b) ASIE is duly incorporated in and in good standing
under the laws of the State of Victoria, Australia;
(c) XXXX shall acquire valid and marketable title to the
ASIE shares free and clear of any liens claims charges or other
encumbrances or interests of third parties of any nature
whatsoever.
5. ASIE agrees to be liable for and indemnify XXXX in respect
and to the extent of any loss or expense incurred by reason of
any manner or thing being at any time found to be other than as
warranted or represented by ASIE in this Deed of Agreement.
6. XXXX represents and warrants to and agrees with ASIE so that
ASIE may at all times rely on this clause that:
(a) on. the date hereof and on the settlement date
XXXX has and will have sole and
absolute valid and marketable title to the said assets free and
clear of any liens claims charges or other encumbrances or
interests of third parties of any nature whatsoever;
(b) on the settlement date ASIE (by reason of the
sale and purchase hereby effected and the satisfaction of the
price by ASIE) shall acquire sole and absolute valid and
marketable title to the said assets free and clear of any liens
claims charges or other encumbrances or interests of third
parties of any nature whatsoever.
7. XXXX agrees to be liable for and indemnify ASIE in respect
and to the extent of any loss of expense incurred by reason of
any matter or thing being at any time found to be other than as
warranted or represented by XXXX in this Deed of Agreement.
8. There are no representations, promises, warranties,
covenants or undertaking other
than those contained in this Deed of Agreement which contains
the entire understanding of the parties and none of the terms
hereof may be waived or modified except by an express agreement
in writing signed by the parties hereto.
9. This Deed of Agreement constitutes the entire agreement
between the parties and shall supersede all prior negotiations,
representations, proposals and agreements whether oral or
written with respect to the subject matter of this Deed of
Agreement.
10. Time is of the essence of this Deed of Agreement.
11. Each of the parties undertakes to sign such documents and
perform all acts and things as may be reasonably required on or
after the execution of this Deed of Agreement to effect the
transactions contemplated by this Deed of Agreement.
12. This Deed of Agreement shall be binding upon and continue
for the benefit of each; party, its successors and permitted
assigns.
13. This Deed of Agreement shall be governed by and construed
in accordance with the law of the State of Victoria, Australia
and the parties submit to the jurisdiction of the Victorian courts.
14. Any notice may be given by a party to the other party
addressed to that other party at its address appearing in this
Deed of Agreement or to such other address as that party may
from time to time by notice in writing nominate as its new 6r
alternative address for service of notices. Proof that such
notice was properly addressed, pre-paid and posted shall be
sufficient evidence of service. Service shall be deemed to have
taken place:
(a) by personal delivery on the date of such delivery;
(b) by post within Australia forty-eight hours after
posting;
(c) by post outside Australia ten days after posting;
(d) by facsimile transmission when receipt: is
acknowledged.
15. If a party commits a breach of this Deed of Agreement, the
party in default shall, without prejudice to the other rights of
the other party, pay on demand
(a) all reasonable expenses incurred as a result of
the breach; and,
(b) interest on any money overdue during the period of
default at the rate of 15% per annum.
IN WITNESS whereof this Deed of Agreement has been
executed the day and year first hereinbefore written.
The Common Seal of ASI TECHNOLOGIES PTY. LTD.
was hereunto affixed in the presence of
The Common Seal of ASI ENTERTAINMENT PTY. LTD.
was hereunto affixed in the presence of
