Attached files
file | filename |
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8-K/A - Teleconnect Inc. | v206637_8ka.htm |
EX-10.4 - Teleconnect Inc. | v206637_ex10-4.htm |
EX-10.1 - Teleconnect Inc. | v206637_ex10-1.htm |
EX-10.2 - Teleconnect Inc. | v206637_ex10-2.htm |
Exhibit 10.3
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Transfer
of Shares agreement with Marcus Communicatie
B.V.
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TRANSFER
OF SHARES
Today, the fifteenth of October two
thousand ten, appeared before me, mr ANTONIUS LAMBERTUS GERRIT
ROCHUS VAN GRINSVEN, civil-law notary practising in the municipality of Loon op
Zand:
1.
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Mr
Marcus Kurt Ouwerling, residing at Generaal Maczekstraat 136, Breda 4818
BX, born in Breda on the eighth of August, nineteen hundred and fifty-four
(Dutch identity card number IP99939L9, issued in Breda on the eighth of
June, two thousand and ten), married, acting
for the purposes of this deed as the general manager of the private
limited liability company MARCUS COMMUNICATIE
B.V., with its
registered offices at Generaal Maczekstraat 136, Breda 4818 BX, Trade
Register number 20107742 and authorised as such to lawfully represent
the aforementioned company for the purposes of this deed; the
private limited liability company Marcus Communicatie B.V. hereinafter
also referred to as ‘the
seller’;
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2.
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Mr
Dirk Leonard Benschop, residing at Laakseweg 24, Etten-Leur 4874 LV, born
in Rotterdam on the twentieth of August, nineteen hundred and sixty-seven,
(driving licence number 4609850106, issued in Etten-Leur on the eleventh
of April, two thousand and seven), married, acting for the purposes of
this deed as the manager of the company incorporated under the law of the
state of Florida (United States of America) TELECONNECT
INC., with offices at Oudevest 4, Breda 4811 HT, and authorised as
such to lawfully represent the aforementioned company for the purposes of
this deed;
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the company incorporated
under the law of the state of Florida (United States of America)
Teleconnect Inc. hereinafter also referred to as ‘the buyer’;
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3.
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Mr
Sander Ewout Sciarone, resident of Dennenlaan 1, Fijnaart 4793 BL, born in
Gouda on the fourth of March nineteen hundred seventy-two, (passport
number NNF6072J5, issued in Moerdijk on the nineteenth of September two
thousand seven), and married, acting in this matter as managing director
of the private company with limited liability Sciarone Interim Sales B.V.,
with registered office and principal place of business at Laakseweg 24,
Etten-Leur 4874 LV, entered in the commercial register under number
27015616, and as such authorised to legally represent the aforementioned
private company with limited liability in this matter, the private company
with limited liability Sciarone Interim Sales B.V. acting in this matter
as managing director of the private company with limited liability WILROOT B.V.,
with registered office and principal place of business at Laakseweg 24,
Etten-Leur 4874 LV, entered in the commercial register under number
20136338, and as such authorised to legally represent the aforementioned
private company with limited liability in this
matter;
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the
private company with limited liability Wilroot B.V. hereafter also referred to
as: "the company".
INTRODUCTION/PURCHASE
AGREEMENT
The
persons appearing, acting in the aforesaid capacity, declared the following in
advance:
- On
the fifteenth of October two thousand ten, an agreement of sale and purchase was
established between the seller and buyer with regard to shares to be reported
below, a copy of which agreement of sale and purchase shall be appended to this
deed and the annexes of which agreement of sale and purchase are filed at the
offices of me, the civil-law notary, and therefore under the custody of me, the
civil-law notary;
- The
transfer of the shares described in the agreement of sale and purchase shall
take place by this deed.
EXECUTION / MANNER OF
ACQUISITION OF OWNERSHIP (TITLE)
In
execution of the aforementioned agreement of sale and purchase dated the
fifteenth of October two thousand ten, the persons appearing, acting in the
aforesaid capacity, declared that the seller hereby transfers to the buyer, who
hereby accepts:
ownership
of the forty-five (45) shares registered to the seller's name in the shareholder
register, numbered 136 through 180, each of nominal value of one hundred euros
(€ 100.00) in the capital of the company,
hereafter
also referred collectively to as: "the shares",
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which
shares were acquired in ownership by the seller by participation in the capital
upon the incorporation of the company.
PURCHASE
PRICE
With
regard to the purchase price and the manner in which it shall be paid by the
buyer, the parties referred to the aforementioned agreement of sale and
purchase.
SELLER'S
GUARANTEE
The
seller guarantees the following:
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The
company is entered in the Chamber of Commerce and Industry for the
South-western Netherlands under number
20136338.
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-
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The
company's annual report and accounts for the financial year two thousand
nine and previous years have been filed at the office of the commercial
register.
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-
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The
company was incorporated by deed executed on the twenty-eighth of December
two thousand seven before mr M.J.
Moerland-Jansen, civil-law notary in Brielle, for which articles of
association the ministerial certificate of no objection was issued by
decision of the Ministry of Justice on the twenty-ninth of November two
thousand seven under number B.V.
1465507.
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The
company's articles of association were subsequently amended by a deed executed
today before me, the civil-law notary, for which amendment of the articles of
association the ministerial certificate of no objection was issued by decision
of the Ministry of Justice on the thirteenth of October two thousand ten under
number B.V. 1465507. Since that time, no resolution to amend the articles of
association or dissolve the company has been adopted.
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-
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No
one has any entitlement in respect of the company to an issue of shares in
the company’s capital.
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The
company has not issued any options or entered into any obligations in relation
to shares in the company that have not yet been placed.
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-
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The
shareholder register is present and has been regularly
updated.
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-
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There
are in total one hundred eighty (180) shares, numbered 1 to 180, each with
nominal value of one hundred euros (€ 100.00) of the company issued, which
shares are all entirely fully paid-up and no depositary receipts for
shares in the company's capital have been
issued.
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There
are forty-five (45) shares, numbered 136 through 180, each with nominal
value of one hundred euros (€ 100.00) placed with the
seller.
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-
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The
seller is the lawful owner of the shares to be transferred by this deed,
in accordance with the company's shareholder
register.
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-
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There
are no options or other rights pursuant to which anyone can lay claim to
one or more of the shares to be transferred by this deed or pursuant to
which anyone can demand that such a right be provided
him.
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-
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The
shares to be transferred are entirely free of attachment, pledge and any
other security right and no usufruct or other right of enjoyment has been
established on them; nor can anyone whosoever demand that such rights be
granted him; the seller has full authority to dispose of these shares by
transferring them.
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-
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As
evidenced by a written statement from all the company's shareholders,
indicated by the aforementioned agreement of sale and purchase, the
application of the transfer restrictions included in the company's
articles of association may be omitted with regard to the transfer at
hand.
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With
regard to other guarantees and statements relating to the company, the seller
and buyer referred to the guarantees and statements included in the
aforementioned agreement of sale and purchase, the content of which annex the
seller and buyer declared they were satisfactorily familiar with and a copy of
which agreement shall be appended to this deed.
OTHER
PROVISIONS
This
agreement of sale, purchase and transfer has also been entered into under the
following provisions and clauses:
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a.
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the
seller guarantees the buyer of the accuracy of its statements included
above;
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b.
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from
the first of October two thousand ten, the sold and transferred shares are
entirely to the benefit and at the expense and risk of the
buyer;
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c.
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the
parties waive all rights and actions which could result in dissolution or
annulment of the aforementioned agreement of sale and purchase appended to
this deed and/or the transfer described in this
deed;
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d.
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all
costs of this deed and its execution are at the buyer's
expense.
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The other
provisions agreed between the seller and buyer are set down in the
aforementioned agreement of sale and purchase dated the fifteenth of October two
thousand ten and appended to this deed, including in particular especially the
annexes belonging to this agreement of sale and purchase and appended to this
agreement. The provisions and clauses included in the aforementioned agreement
of sale and purchase and in the aforementioned annexes are regarded as literally
constituting part of this deed. In the event of differences of interpretation
relating to the provisions of this deed and the provisions of the aforementioned
agreement of sale and purchase, the provisions of the aforementioned agreement
of sale and purchase as well as the provisions of the aforementioned annexes
shall have priority.
ACKNOWLEDGEMENT
The
person appearing listed in 3, acting in the aforesaid capacity, acknowledges the
transfer of shares in the company's capital that is set down in this
deed.
CHANGE OF MANAGEMENT
BOARD
In
accordance with a unanimous resolution (taken outside the meeting) by the
shareholders, with effect from the signing of this deed, the private company
with limited liability Marcus Communicatie B.V., aforementioned, resigns as
managing director of the company.
SECTION 204C, BOOK 2 OF THE
DUTCH CIVIL CODE
The
person appearing listed in 2, acting in his capacity reported in b, also
declared that section 204c, Book 2 of the Dutch Civil Code does not apply in
this case.
DUTCH
LAW
This
agreement/deed is exclusively governed by the law of
the Netherlands.
REGISTERED
PARTNERSHIP
Where in
this deed a legal effect is made dependent on whether or not a person is married
or on a legal fact directly connected with marriage, a registered partnership is
equated with marriage, unless this equivalence is explicitly deviated from in
this deed.
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FINAL
STATEMENTS
The
persons appearing, acting in the aforesaid capacity, also declared the
following:
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a.
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According
to statements by the seller and buyer, this transfer does not involve the
acquisition of shares as referred to in section 4 of the Legal
Transactions (Taxation) Act.
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b.
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According
to a statement from the seller, in at least the last five years, there has
been no appeal to an exemption or concession in the sense of the Legal
Transactions (Taxation) Act by the company, the seller or a third party
which stipulated the requirement that the seller had to remain shareholder
of the company for a certain period of
time.
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CHOICE OF ADDRESS FOR
SERVICE
For the
execution of this agreement, and for its fiscal consequences and requests for
rectification, the office of the custodian of this deed is chosen as address for
service.
IDENTITY OF THE PERSONS
APPEARING
The
persons appearing are known to me, the civil-law notary and the identity of the
persons/parties appearing in relation to this deed was determined by me, the
civil law notary, based on the above-mentioned documents intended for that
purpose.
THE
ORIGINAL OF THIS DEED
was
executed at Kaatsheuvel on the date cited in the preamble of this deed. The
substance of this deed was communicated and explained to the persons appearing.
The persons appearing then unanimously declared that they did not require the
deed to be read out in full, that they had received a draft deed well in advance
of execution, that they had taken note of the content of the deed and that they
agreed to the content. The deed was read out in part and signed immediately
thereafter by the persons appearing and by me, the civil-law notary, at two
minutes past twelve.
Signatures
follow.
CERTIFIED
AS A
TRUE
COPY
[signature]
[stamp:
mr A.L.G.R. VAN
GRINSVEN, CIVIL-LAW NOTARY IN LOON OP ZAND]
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AGREEMENT
FOR THE PURCHASE AND SALE OF THE SHARES IN
THE
SHARE CAPITAL OF THE PRIVATE COMPANY WILROOT B.V.
the
undersigned:
1.
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the
company under the law of the state of Florida TELECONNECT INC.,
hereinafter “TLCO” or “buyer,” with registered office and place of
business at Oude Vest no. 4, Breda, the Netherlands, postal code 4811 HT,
duly represented in this matter by its managing director Dirk Leonard
Benschop;
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2.
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the
private company with limited liability Marcus Communicatie
B.V., hereinafter "MC", with its registered
office in Generaal Maczekstraat nr.136, duly represented in this matter by
its managing director Marcus Kurt
Ouwerling;
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hereinafter
also referred to as: “seller”
3.
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the
private company with limited liability WILROOT B.V.,
hereinafter “Wilroot” or “the company,” with its registered office and
place of business at Laakseweg no. 24, Etten-Leur, the Netherlands, postal
code (4874 LV), duly represented in this matter by its managing directors
Sciarone Interim Sales B.V. (duly represented by its managing director
Sander Ewout Sciarone), HITD Information Technology B.V. (duly represented
by its managing director Henderik Reinout Benschop), DLB Finance &
Consultancy B.V. (duly represented by its managing director Dirk Leonard
Benschop), and Marcus Communicatie B.V. (duly represented by its managing
director Marcus Kurt
Ouwerling)
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4.
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the
private company with limited liability HOLLANDSCHE EXPLOITATIE
MAATSCHAPPIJ B.V., hereinafter “HEM” or “the subsidiary,” with its
registered office in Etten-Leur and place of business at Oude Vest no. 4,
Breda, the Netherlands, postal code (4811 HT), duly represented in this
matter by its managing directors (1) Wilroot, the aforementioned, and (2)
the private company with limited liability PECK Management B.V., which in
turn is duly represented in this matter by its managing director, the
private company with limited liability KICO Investments B.V., which in
turn is duly represented in this matter by Ernest Johannes Gerardus
Wilhelmus Maria van Langh
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whereas:
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the
Seller is the owner of 45 (forty-five) registered shares, numbered 136
through 180, each with a face value of € 100 (one hundred euro), in the
issued share capital of Wilroot, which shares, together with the shares of
HITD Information Technology B.V., Sciarone Interim Sales B.V. and DLB
Finance and Consultancy B.V., represent the entire issued and paid-up
share capital of Wilroot;
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the
buyer wishes to purchase the shares from the seller, and the sellers wish
to simultaneously sell the shares to the buyer under the conditions set
out hereinafter;
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-
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the
parties have set out their intentions in a letter of intent signed on 3
May 2010, and that this letter of intent is confirmed and further
elaborated in this contract;
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-
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that
the premise of the letter of intent was that the buyer would take over the
shares in the issued share capital of the subsidiary (HEM), but that after
that time the parties resolved that the buyer would take over the shares
in the issued share capital of the company (Wilroot) and thereby
indirectly take over the shares in the issued share capital of the
subsidiary (HEM);
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-
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after
the signing of the letter of intent, a value appraisal was performed at
the buyer’s request;
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in
its meeting of 8 October 2010, the buyer’s general meeting of shareholders
granted its required approval of this participation in the capital of the
company;
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the
articles of association of the company include a system governing the
offer of the shares, and that by signing this agreement the seller
acknowledges that all shareholders have offered the shares to each other,
that they have not availed themselves of this offer, and that each are now
free to offer their shares to a third party, being the buyer in this
instance
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-
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the
seller is also the managing director of the company, and as such will step
down as managing director as of the moment of the
takeover;
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declare
that they agree as follows:
Article
1 Sale and transfer in title of
the shares
1.1
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The
seller hereby sells to the buyer as of 15 October 2010 (hereinafter also
to be referred to as “the transfer date”), and the buyer hereby purchases
under the conditions specified hereinafter and in observance of all
representations and warranties given thereby, 45 shares, each with a face
value of € 100 (one hundred euro), numbered 136 through
180.
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1.2
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As
of 1 October 2010, the shares are at the expense and risk of the buyer, so
that as of that date the buyer will be authorized to participate in the
result of the company.
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The
transfer in title of the shares will be effected on the transfer date. The
parties therefore undertake the obligation to, on the transfer date, grant their
cooperation with the signing of the notarial deed for the transfer in title of
the shares in question. The transfer in title of the shares will be effected on
the transfer date before civil law notaries Dierckxsens|Van Grinsven|Franken,
with place of business at Brugske 19, Kaatsheuvel, the Netherlands, postal code
5171 VR.
Article
2 Exchange
ratio
2.1
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The
parties agree that the seller will not receive the purchase price for the
shares in cash, but will acquire shares in the share capital of
Teleconnect.
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2.2
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For
this acquisition, Teleconnect will issue new shares. After the share
issue, the seller acquires 4.2% of the shares in the share capital of
Teleconnect.
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2.3
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Both
the buyer and the sellers explicitly declare their acceptance of this
exchange ratio. The buyer and the sellers hereby explicitly waive any
right to compensation of any potential discrepancy, whether higher or
lower, in the ratio of the value of the shares in the share capital of the
company as compared to the value of the shares in the share capital of the
buyer to be acquired.
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2.4
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The
buyer will ensure that the shares to be issued will be registered in the
name of the sellers within three business days after the transfer
date.
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2.5
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The
buyer will ensure that for a period of two years, the shares to be issued
cannot be transferred, and that after this two-year period, the shares
will be freely negotiable.
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Article
3 Transactions on date of
transfer in title
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3.1
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The
parties undertake the obligation to effect the transfer in title of the
shares free of pledge, usufruct or attachment, on the transfer date, by
means of notarial deed.
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3.2
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The
company undertakes the obligation to register the transfer in title in the
company’s register of shareholders after issue of the deed referred to in
the first paragraph of this
article.
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3.3
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If
the seller remains in default of the provision of paragraph 1 of this
article, the obligation towards the seller for the transfer in title of
the shares in the share capital of the buyer will be suspended until all
shares have been duly transferred in title to the buyer in a legally valid
manner, without prejudice to the buyer's right to demand fulfillment of
this contract by the
seller.
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3.4
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The
seller hereby irrevocably authorizes the buyer to effect the transfer in
title of the shares by all means permitted by
law.
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Article
4 Audit & Value
Appraisal
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4.1
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At
the instruction of the buyer, the value of the company and the subsidiary
has now been appraised.
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4.2
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The
buyer declares that it has sufficiently investigated the company and that
the findings are in accordance with
expectations.
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Article
5 Intellectual
property
5.1
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The
subsidiary is active in the development, commercial exploitation and sale
of machines/sales systems for the retail trade, everything related thereto
or which may be beneficial thereto, and the performance of age
verification for the purposes of retail sales, as well as the processing
of personal data for the purposes of this age verification, all in the
broadest sense. The seller and/or its managing directors are the title
holders to the intellectual property rights (including, but explicitly not
limited to, copyright, patent rights and design rights) relating to these
products. All intellectual property rights relating to age verification
are transferred to HEM as a component of the present agreement. The title
holders will grant their cooperation with all formalities required for
this transfer.
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5.2
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Any
costs relating to the formalities required for the transfer of these
intellectual property rights will be borne by
HEM.
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5.3
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This
contract will be co-signed by the managing directors of the seller in
their personal capacity as evidence of their consent to the transfer
referred to in this article. The managing directors of HEM will co-sign
this contract as evidence of HEM’s acceptance of the rights referred to in
this article and all obligations associated
therewith.
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Article
6 Representations and
warranties
6.1
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the
seller and the company represent and warrant to the
buyer:
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a.
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that
the present shares in total comprise the entire issued share capital of
the company, and that all shares are fully paid
up;
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b.
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that
at the time of the signing of this contract, the seller is lawful owner
of these
shares in accordance with the register of shareholders, a copy of which is
attached as a schedule to this
agreement;
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c.
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that
all shares are fully paid-up, free of attachment and entirely
unencumbered, and that no depositary receipts for shares have been
issued;
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d.
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that
the seller has the full right of disposal required to sell and transfer
the shares in title to the
buyer;
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e.
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that
no options have been issued or obligations entered into in relation to the
shares in question and/or presently unsubscribed shares in the company
under which another party could make a claim for the transfer in title of
one or more shares;
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f.
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that
the company has not issued any priority shares or any other
securities apart
from the shares currently being
sold;
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g.
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that
the articles of association of the company currently read in accordance
with the text attached to this
contract;
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h.
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that
no rights as referred to in article 232, Book 2, Dutch Civil Code, have
been granted that could be compromised in the event of an amendment to the
articles of association;
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i.
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that
both the company and the seller in its capacity as shareholder in the
company have complied with the provisions prescribed by the articles of
association of the company on the legal validity of the alienation under
this contract, and that this is evidenced by the minutes of the 8 October
2010 extraordinary meeting of shareholders of the company, which are
attached to this contract;
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j.
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that
the company is the legitimate owner of all shares in the share capital of
the subsidiary;
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k.
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that
the company was duly incorporated by deed of 28 December 2007, and that
the subsidiary was duly incorporated by deed of that same
date;
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l.
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that
the company is registered in the trade register of the Chamber of Commerce
for the Netherlands Southwest under number 20136338 and that the
subsidiary is registered in the trade register of the Chamber of Commerce
for the Netherlands Southwest under number 20136334, and that the
information registered there is
correct;
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m.
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that
no resolution for the dissolution of the company has been adopted, and
that no claim or request for the dissolution of the company is
pending;
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n.
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that
the company is not a party to a legal merger, and that no resolution to
that effect has been adopted but not yet
implemented;
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o.
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that
the company has not made any dividends payable, and that no parties other
than the shareholders of the company, in their capacity as shareholders of
the company, have any entitlement to payment of the profit, the reserves
and/or the liquidation balance of the
company;
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p.
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that
the company has not adopted a resolution for the further issue of shares,
nor granted rights to third parties to take shares to be newly issued by
the company;
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q.
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that
the company has neither purchased shares in its own capital nor undertaken
the obligation to do so;
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r.
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that
the 2009 annual accounts of the company attached to this contract have
been drafted in accordance with the provisions of law, and that they
reliably and systematically reflect the assets on 31 December 2009 and the
result over 2009;
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s.
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that
the administration of the company is in compliance with all reasonable
requirements that could be set under article 10, Book 2, Dutch Civil Code,
and the provisions of title 9 of Book 2 of the Dutch Civil
Code;
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t.
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that
the company does not warrant, nor has it warranted in the past, provided
security for or in any other way committed itself for the obligations of
third parties;
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u.
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that
as of now, the company is in compliance with the standard obligations
under the laws governing tax, social security, accounting and corporate
obligations in regard to reporting and tax and social insurance payments,
and that there is no dispute currently pending with the tax authorities or
the authorities charged with the application of social security
legislation, nor is there any reasonable expectation of such a dispute
arising;
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v.
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that
the company is not a party to any civil, criminal or administrative law
proceedings (including arbitration or binding third-party opinion
proceedings) or any proceedings of a tax
nature;
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w.
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that
the company has not performed any juristic acts that could be annulled on
any grounds, such as the provisions of articles 15, 204c, 207c or 247 of
Book 2 of the Dutch Civil
Code;
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x.
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that
the company’s claims against its accounts receivable as stated on the
balance sheet of 31 December 2009, where not classified as doubtful
receivables on the annual accounts as per 31 December 2009, are fully
valid and 100% collectible;
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y.
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that
the personnel employed by the company include only the persons specified
in the schedule attached to this
contract;
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z.
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that
the company is entitled to the trade name “Wilroot” and that the
subsidiary is entitled to the trade name “Hollandsche Exploitatie
Maatschappij”;
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aa.
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that
the company has not attributably failed in the fulfillment of any
contractual or like
obligation;
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bb.
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that
the preceding warranties pertaining to the company also pertain to the
subsidiary.
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Article
7 Current financial
year
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7.1
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The
exchange ratio is calculated to account for the claims the seller as
shareholder may have for payment of dividend and interim dividend over the
past financial year and the current financial
year.
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7.2
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As
from 1 October 2010, the business operated by the company will be operated
at the expense and risk of the buyer as new and sole
shareholder.
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7.3
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The
sellers and the company warrant that as from 1 October 2010 no changes in
the assets and liabilities of the company have taken place other than
those appropriate to normal business
operations.
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7.4
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Since
1 October 2010, the company has not made any dividend or interim dividend
payable, has not committed to any distribution of profit under any title
whatsoever, has not made any repayment on shares and has not transferred
any assets to the sellers.
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Article
8 Liability
8.1
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If
the buyer is confronted with a situation that in all likelihood will lead
to a claim under the warranties, the buyer will inform the seller in
advance. At a minimum, the buyer undertakes the obligation to report any
claims, including claims in regard to taxes and/or social insurance
premiums, to the sellers within the term within which any appeal and/or
objection against such a claim can be
filed.
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8.2
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The
buyer will only be able to submit a claim under the warranties within 70
days after the date of transfer in title of the
shares.
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8.3
|
The
buyer will not file any claims for compensation of damages in regard to
any violation or shortcoming that the buyer had already observed prior to
the transfer of the shares, and warrants to the sellers that prior to the
transfer of the shares, it, the buyer, will inform the sellers concerning
any violations or shortcomings suspected by the
buyer.
|
- 13
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Article
9 Managing directors of the
company
9.1
|
As
of the transfer date, Marcus Communicatie B.V. will step down as managing
director of the company under the articles of
association.
|
Article
10 Confidentiality
10.1
|
The
seller undertakes the obligation to refrain from disclosing in any way any
information on the company and the subsidiary to third parties. This
includes information on finances, know-how, working methods, product
selection, vendors, clients, etc. This obligation does not apply if and
insofar as disclosure is required in order to meet the obligations of law.
The confidentiality obligations as set out in this article are cancelled
if and insofar as the data/information in question is available through
other channels normally accessible by the general
public.
|
Article
11 Costs
11.1
|
The
costs of drafting the present contract, as well as the costs involved in
the value appraisal will be borne by the
buyer.
|
11.2
|
Should
the transaction comprised in this agreement not be completed for any
reason, the buyer is in no way entitled to recover the costs referred to
in the preceding paragraph from the
buyers.
|
Article
12 Other provisions
12.1
|
This
contract replaces and supersedes all previous negotiations and contracts
conducted/contracted between the parties in regard to the takeover of the
shares. This contract contains all arrangements made between the parties
on the subject of this
contract.
|
12.2
|
The
schedules to this contract constitute an indivisible part of this
contract.
|
12.3
|
Amendments
or supplements to this contract or transfers of rights and/or obligations
may only be effected in writing and with the consent of all
parties.
|
12.4
|
If
any of the provisions of this contract are or become non-enforceable,
whether in whole or in part, the remaining provisions of this contract
remain in force undiminished. In that event, the parties will make every
effort to reach a consensus on the replacement of the invalid provision by
a provision approaching the scope of the invalid provision(s) as closely
as possible.
|
- 14
-
Article
13 Exclusion of
dissolution
13.1
|
The
parties each waive their rights to dissolve this contract extra-judicially
or to claim the dissolution of this contract at law for any reason
whatsoever.
|
Article
14 Applicable law and
disputes
14.1
|
Any
disputes that may arise based on the present contract or any further
contracts resulting there-from will be adjudicated by the competent court
in Rotterdam, to the exclusion of all other
forums.
|
14.2
|
This
contract is exclusively subject to the law of the
Netherlands.
|
Schedules:
Letter of
Intent
Register
of shareholders
Articles
of Association of Wilroot and Hollandsche Exploitatie
Maatschappij
Wilroot
annual accounts
List of
personnel of Hollandsche Exploitatie Maatschappij
Thus
agreed, drafted and signed in eight copies in
on
2010.
For
Teleconnect Inc.:
[signed]
D.L.
Benschop
For
Marcus Communicatie B.V.
[signed]
M.K.
Ouwerling
M.K.
Ouwerling in
personal capacity
(see
article 5)
[signed]
- 15
-
For
Wilroot B.V.:
[signed]
|
[signed]
|
[signed]
|
[signed]
|
S.I.S.
bv
|
HITD
bv
|
DLB
bv
|
MC
bv
|
For
Hollandsche Exploitatie Maatschappij B.V.:
[signed]
|
[signed]
|
[signed]
|
[signed]
|
S.E.
Sciarone
|
H.R.
Benschop
|
D.L.
Benschop
|
M.K.
Ouwerling
|
[signed]
PECK
Management bv
For
PECK Management B.V.:
[signed]
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