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SHARE PURCHASE AGREEMENT
made 27 December, 2000, between PRIMANT AB, Norra Vallgatan 72, 21122
Malmo, Sweden, (the "Seller"') and Incubator IT ApS, Sct. Annae Plads
14, 1250 Copenhagen K, Denmark (the "Buyer").
The parties having reached an understanding with respect to the sale by
the Seller and purchase by the Buyer all of the issued and outstanding
shares of PRIMANT A/S, Ny Kongensgade 9, 1472 Copenhagen K, CVR-nr.:
21319074, (the "Company").
It is therefore agreed:
1. SALE OF SHARES
The Seller shall sell to the Buyer all of shares nom. DKK 600,000
of the Company (the "Shares"). The Shares constitute all of the
authorised and issued shares of the Company.
Prior to the Buyer's entering into this share purchase agreement
the Seller has increased the share capital of the Company by
converting debt in the amount of DKK 6,311,839 into share capital
in order to create a zero equity. The Buyer is aware of that the
authorities have not yet registered the increase.
2. PURCHASE PRICE
The Buyer, in reliance on the representations and warranties of the
Seller contained herein and subject to the terms and conditions of
this agreement, shall purchase the Shares from the Seller at a
total purchase price of DKK 1.00 (one) payable as follows: DKK 1.00
(one) upon the Closing.
3. ACTIONS TO BE TAKEN AT THE CLOSING
At the Closing, the Seller shall deliver to the Buyer:
a. shares for nom. 600,000; and a.
b. the register shareholders.
both duly endorsed for transfer;
At the Closing, the Buyer shall deliver to the Seller the amount of
DKK 1,00 (one).
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4. THE CLOSING
The closing of the transactions contemplated hereby (the "Closing")
shall take place at the office of Lindh Stabell Horten A/S, on
December 22, 2000.
5. BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
The Buyer warrants to increase the share capital by DKK 1.800,000
after the purchase of the shares.
At Closing, the Seller and its affiliates (including without
limitation Primix Solutions Inc.) shall be released from any and
all obligations and liabilities whatsoever, financial or otherwise,
to the Company and/or the Buyer.
6. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
The Shares are owned beneficially and of record by the Seller and
are free and clear of all liens, claims and encumbrances.
At Closing, the Company shall be released from all present
financial obligations to the Seller, which to the best of the
Seller's knowledge exist.
The Seller have arranged for an audit of a Balance Sheet as per
December 15th 2000 set out in Schedule 1 and represents that there
is no material adverse changes to this in relation to the debt or
liabilities except from the conversion of debt into equity.
7. ENTIRE AGREEMENT
The Agreement (including any documents referred to in it) sets out
the entire agreement and understanding between the Parties or any
of them in connection with matters dealt with in this Agreement and
supersedes any previous agreement between the Parties in relation
to all such matters. Each of the Parties acknowledges that, in
entering into this Agreement, it has not relied on any
representations or warranties, which is not expressly set out or
referred to in this Agreement.
8. POST CLOSING CONDITIONS
Immediately after the Closing the Buyer shall hold an extraordinary
general meeting at which it shall be decided to:
(a) change the board of the Company;
(b) appoint a new Chief Executive Officer; and
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(c) change the name of the Company.
9. MISCELLANEOUS
The Buyer acknowledges that:
- the term "Primant" is a trademark and a company name
belonging to the Seller; and
- neither the Buyer nor the Company has any right,
being trademark right or other right to use the name
"Primant" after the Closing without obtaining the
written approval of the Seller before such use.
(a) This agreement shall be construed in accordance with the laws
of the Kingdom of Denmark as a contract made and to be wholly
performed therein.
(b) Venue shall be the Maritime and Commercial court of
Copenhagen, Denmark
(c) This agreement may not be assigned by the Buyer and any
attempted assignment shall be void and of no force or effect.
Subject to the foregoing, this agreement shall bind and inure
to the benefit of the parties hereto and their respective
heirs, successors and assigns.
(d) In the event of a dispute between the parties arising from
this agreement, the prevailing party shall be entitled to
recover as part of the courts decision, reasonable attorney's
fees and costs of suit.
10. SIGNATURES
The parties have signed this agreement on the date written above.
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PRIMANT AB Incubator IT ApS
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PRIMANT AB
