TRANSFER OF SHARES
Exhibit
10.1 Transfer of Shares Agreement for Rico Staete B.V.
TRANSFER
OF SHARES
This
nineteenth day of July Two-thousand seven, there appeared before me, ▇▇.
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, civil law notary practicing in
Haarlemmermeer:
|
|
1. ▇▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, residing at 3981 AH
Bunnik,
Schoudermantel 52, born in Utrecht on the tenth of July nineteen
hundred
sixty-five, unmarried and not registered as partner within the
meaning of
a registered partnership, holder of a Dutch drivers license with
number
3197901295, issued in Bunnik on the seventh of January two thousand
and
two, for these presents acting as Director with independent authority
of:
|
the
Stichting Administratiekantoor ▇▇▇▇▇▇ Foundation, having its registered office
in Maarssen (The Netherlands), having its main office at 2231 HV Rijnsburg
(The
Netherlands), Brouwerstraat 138C, entered in the commercial register of the
Chamber of Commerce and Industry for Utrecht and environment under file number
30213297, for these presents acting as independently authorised Managing
Director of:
the
private company with limited liability: Machine Transport
Midden-Nederland B.V.. having its registered
office in Bunnik (The Netherlands), having its main office at 2231 HV Rijnsburg
(The Netherlands), Brouwerstraat 138C, entered in the commercial register
of the
Chamber of Commerce and Industry for Utrecht under file number 30157069,
to be
referred to hereinafter as "Vendor"; and
|
|
2. ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, born in 's-Gravenhage on the seventh of March nineteen
hundred and sixty-three, residing at 3024 VD Rotterdam (The Netherlands),
Willem ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ C 2, unmarried and not registered as
a partner,
holder of a Dutch passport, number: ▇▇▇▇▇▇▇▇▇, issued in Rotterdam
(The
Netherlands) on the ninth of February two thousand and six, who
when
granting the power of attorney acted as independently authorised
Managing
Director of: the private company with limited liability: Royal
Invest Europe B.V., having its registered office in Amsterdam
(The Netherlands), having its main office at 1066 EE Amsterdam
(The
Netherlands), Ditlaar 7, entered in the commercial register of
the Chamber
of Commerce and Industry for Amsterdam under file number 34130365,
to be
referred to hereinafter as
"Purchaser":
|
The
persons appearing, acting as aforesaid, made the following
statement:
1
PURCHASE.
SALE AND TRANSFER.
Article
1.
The
Vendor has sold and hereby transfers to the Purchaser, and the Purchaser
has
bought and hereby accepts from the Vendor:
One
hundred and thirty (130) shares, numbers 1 to and including 130 , of a nominal
value of two hundred and fifty guilders (fl 250.00 ) each -hereinafter
referred to as "the Shares"- in the capital of Rico Staete B.V., a private
company with limited liability whose registered office is in Amsterdam and
whose
place of business is at 1067 SX Amsterdam, Osdorperweg 522a , company number
B.V. 236.586 , hereinafter referred to as "the Company".
The
aforesaid contract of sale has not been recorded in
writing.
PURCHASE
PRICE.
Article
2.
The
Shares have been purchased for the price of one million thirty-eight thousand
and nine hundred sixty-nine euro (EUR 1,038,969.00 ); said purchase price
shall
be left outstanding as a debt from the Purchaser to the Vendor on a loan
account
in accordance to terms and conditions to be agreed upon in a separate loan
agreement
ACQUISITION
BY VENDOR.
Article
3.
The
Shares were acquired by the Vendor by a deed of purchase and transfer of
shares,
executed on this day before me, notary.
GUARANTEES.
Article
4.
The
seller guarantees the purchaser:
|
|
a. the
company has been incorporated by deed passed on the twenty-first
of
December nineteen hundred eighty-one; after the incorporation the
Articles
of Incorporation have most recently been amended by deed passed
on the
second of November nineteen hundred ninety-eight before
Mr. H. van Wilsum, at the time civil-law notary practising in
Amsterdam;
|
|
|
b. the
company and its enterprise have been registered in the trade register
of
the Chamber of Commerce and Industry for Amsterdam under file number
33288149;
|
|
|
c. the
shares form one hundred thirty (130) of the one hundred forty (140)
issued
shares in the capital of the
company;
|
d. all shares have been fully paid up;
|
|
e. the
seller is the sole party entitled to the shares and has power of
alienation thereof; the transfer restrictions included in the Articles
of
Incorporation have been duly respected as emerges from a written
document
to be attached to this deed;
(ATTACHMENT)
|
2
|
|
f. in
respect of the shares no rights of preference or other rights exist
on the
force of which any person may be entitled to demand transfer of
one or
more of the shares;
|
|
|
g. none
of the shares are encumbered with any pledge or usufruct, nor does
any
right exist to the acquisition of pledge or usufruct; none of the
shares
are the subject of any
attachment;
|
|
|
h. no
other person than the seller has the beneficial ownership of any
of the
shares; especially no depositary receipts for shares have been
assigned;
|
i. the company never made any statement as referred
to in article 2:403 of the Dutch Civil Code;
|
|
j. the
company shall in no way be liable for debts on account of tax or
social
insurance laws, neither because it is or was connected
to other companies/ enterprises in a tax unit, nor on any other
account;
|
|
|
k. the
company is not under any obligation to assign shares in its capital,
neither on the force of a decision made to issuance, nor for any
other
reason;
|
|
|
1. no
as yet unexecuted resolutions exist of the general meeting of shareholders
of the company or of any other body to pay any profit distribution
or to
distribute any reserve; neither has any resolution been passed
to wind up
the company, or to have the company merge with any other company,
or to
amend the Articles of Association of the
company;
|
|
|
m. the
company is not a body as referred to in article 4, paragraph 1
under a of
the Legal Transactions (Taxation)
Act.
|
|
|
n. the
correctness and the completeness of the draft balance sheet of
the
thirty-first of March two thousand and seven, from which a copy
will be
attached to this deed.
|
(ATTACHMENT)
3
TITLE
DEEDS. INFORMATION.
Article
5.
|
|
1. The
seller has submitted to the purchaser all existing title deeds
and other
documents as referred to in article 7:9 of the Dutch Civil
Code.
|
|
|
2. The
seller has further supplied all information, data and documents
of
importance to the purchaser to achieve an accurate appraisal of
the
company and its assets and liabilities. The seller is not aware
of any
facts or circumstances of which it knows or should assume that
the
purchaser, had it been aware of them, would not have entered into
the
agreement or have entered it only on different
terms.
|
ENTITLEMENT
TO DIVIDEND.
Article
6.
From
the
first of June two thousand seven the shares shall be for the account and
risk of
the purchaser, with all the rights and obligations attached
thereto.
COSTS.
Article
7.
The
costs
incidental to the transfer, including the costs of this deed, shall be for
the
account of the purchaser.
GUARANTEE
OF THE PURCHASER.
Article
8.
The
purchaser guarantees the seller that it will never be held liable for tax
arrears on account of the stipulations in articles 36 up to and including
40 of
the Collection of State Taxes Act 1990, in so far as this liability is caused
by
an activity or omission of the purchaser.
WAIVER.
Article
9.
The
seller and the purchaser hereby waive the right to dissolve or annul the
agreement upon which this transfer is based or to cause it to be dissolved
or
annulled.
4
ACKNOWLEDGEMENT
The
person sub 1 appearing acting herein in his capacity of director of the
foundation Stichting Administratiekantoor ▇▇▇▇▇▇, beforementioned, which
foundation acts as Director with independent authority of FVG
B.V.. a private company with limited liability, a
private company with limited liability, whose registered office is in Amsterdam,
whose place of business is at 1067 SX Amsterdam, Osdorperweg 518 E, registered
in the Commercial Register of the Chamber of Commerce and Industry in Amsterdam
under number 33242164, the last mentioned company acting as Director with
independent authority of The Company who stated that the Company hereby
acknowledges the transfer of shares in its capital as recorded in this deed
and
that the Company shall ensure that the transfer of the Shares and the
acknowledgment of this transfer shall forthwith be entered in the register
of
shareholders.
OF
WHICH
THIS DEED was passed in one original copy in Haarlemmermeer, on the date
as
mentioned in the heading of this deed.
After
the
content of this deed, with an explanation, was concisely communicated to
the
persons appearing, they unanimously declared to have taken cognizance of
the
content of this deed and not to wish to have it read to them in its
entirety.
Subsequently
the persons appearing who
had identified themselves to me, and me, the civil law notary, signed
this deed, after partly reading in accordance with the law.
Seller:
/s/
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Machine
Transport Midden-Nederland B.V.
Buyer:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇
Royal
Invest Europe B.V.
5