THEIR INFO: SECURITIES SALES CONTRACT
THE PARTIES HERETO AFFIXED AGREE AS FOLLOWS
1 RECITALS The RECITALS are a material part of this AGREEMENT.
2 COMPLETION SUM The COMPLETION SUM represents an amount of $177,300.00 (One Hundred and Seventy Seven Thousand Three Hundred United States Dollars and 0/100 Cents)
3 SETTLEMENT DATE The SETTLEMENT DATE of this AGREEMENT shall be 7 (seven) to 10 (ten) days from the date of this AGREEMENT, or such other day as shall be mutually agreed between the parties of this AGREEMENT.
4 SETTLEMENT TERMS THE BUYER hereby agrees to effect settlement of the COMPLETION SUM by BANK WIRE TRANSFER (also known as TELEGRAPHIC TRANSFER) in full on the SETTLEMENT DATE.
5 IDENTITY OF THE BUYER THE BUYER is acting as agent for a PRINCIPAL and THE BUYER shall not be compelled to reveal the PRINCIPAL, or identity of the PRINCIPAL under any circumstances whatsoever.
6 SELLER THE SELLER hereby represents and warrants that; THE SELLER is the sole beneficial owner of the SECURITIES and the SECURITIES are free of all liens, encumbrances and charges and the securities are fully paid-up and free of any title, or shall be so on or before the SETTLEMENT DATE. THE SELLER also warrants that he / she / they have full entitlement and power to sell the SECURITIES and THE SELLER will execute by return all necessary documentation without delay. THE SELLER will retain physical possession of the SECURITIES until he / she / they have received full physical delivery of the COMPLETION SUM as set out in THE PURCHASE SCHEDULE.
7 BUYER THE BUYER hereby warrants and represents that he / she/ they have full entitlement and power to acquire the SECURITIES and THE BUYER will execute by return all necessary documentation required without undue delay. THE BUYER will accept physical possession of said SECURITIES after THE SELLER has received full physical delivery of the COMPLETION SUM as set out in THE PURCHASE SCHEDULE.
8 CLEAR TITLE THE SELLER agrees to settle any costs associated with the CLEARING OF TITLE on the SECURITIES and subsequently, THE BUYER hereby guarantees to refund all sums paid in the CLEARING OF TITLE in conjunction with the COMPLETION SUM on the SETTLEMENT DATE.
9 TRANSFER AGENTS It is required that funds to settle any costs as related to the release of funds is settled by THE SELLER pertaining to the SECURITIES must be placed in full with the nominated transfer agent prior to the funds being released. The nominated transfer agent will release the funds after THE SELLER has met all obligations including insuring the transaction if deemed necessary by the transfer agent.
10 NON PERFORMANCE In the event of non-performance by the PRINCIPAL, default, trade saturation or denial of regulatory approval, THE BUYER hereby guarantees that any funds deposited with the nominated transfer agent will be remitted to THE SELLER with all accrued interest and without penalty or charges no later than 7 (seven) days after the SETTLEMENT DATE.
11 TAXES THE BUYER shall not be liable for personal or corporate tax liabilities of THE SELLER of any nature, including but not limited to income taxes, capital gains taxes and so on and so forth. It is however agreed that the buyer is exempt under a valid NRA TAX TREATY.
12 CURRENCY All financial sums referred to in this AGREEMENT shall be in United States Dollars
13 FACSIMILE / EMAIL Facsimile and / or email transmission of documentation between the parties of this AGREEMENT shall be considered good delivery from one to the other provided that the transmitting parties shall confirm with the receiving parties that such transmission is clear, complete and unambiguous.
14 COMMISSION THE SELLER agrees to pay THE BUYER a commission of 1.5% (one point five percent) of the GROSS PURCHASE VALUE which will be deducted at source before computation of the COMPLETION SUM.
15 GOVERNING LAW This AGREEMENT shall be governed and construed in accordance with the laws of the United States of America.
16 POWER OF ATTORNEY Acting as my attorney-in-fact to act in my name solely, and place in any way which I could do, If I were personally present, to the extent that I am permitted by law to act through an Agent, this Power of Attorney is a” limited power of attorney”. To commence any actions or proceedings, to take all steps and remedies necessary or appropriate for the recovering, obtaining and delivering to me; All real or personal property including Securities, Bonds, Debts, Interests, Demands, Duties, Sums of Money or any other attachments, liens whatsoever and is conditional that all fees, expenses, commissions or charges, loans, fines of any nature will be paid in principal. To employ such agents, attorneys, accountants, as my attorney-in-fact may deem necessary or appropriate to enter and take possession of any real or personal properties belonging to me or to which I may be entitled. And it shall not be affected by my becoming disabled, incompetent, or incapacitated or the lapse of time.
17 ARBITRATION Any controversy, claim or dispute arising out of or related to this AGREEMENT, shall be settled solely and exclusively by binding arbitration in New York, United States of America. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules as governed by the AMERICAN ARBITRATION ASSOCIATION.