Deed of Variation
Alterola Biotech Inc (Purchaser) |
And |
Affinity Energy and Health Limited And Algae Energy Inc
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DEED OF VARIATION |
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THIS AGREEMENT is made the day of June 2019 |
BETWEEN |
Alterola Biotech Inc of 23 Golden Square, London, W1F 9JP United Kingdom (Purchaser); AND Affinity Energy and Health Limited (ACN 124 544 190) of Unit 2, 100 Railway Road, Subiaco Western AND Algae Energy Inc C/O Unit 2,100 Railway Road, Subiaco, Western Australia, Australia 6008 (collectively referred to as the Parties). |
RECITALS |
A. The Purchaser, Vendor and the Company have entered into a Share Sale Agreement B. This Deed of Variation (Deed) is to be read with the Agreement. C. The Parties have agreed to vary Agreement as detailed in this Deed. D. The Parties agree that the variations contained herein are the only variations to the |
IT IS AGREED as follows: |
1. VARIATIONS a. The definition of Business Day in the Agreement be amended to mean a day that is not a
b. The definition of Initial Cash Consideration in the Agreement be amended to mean
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c. The definition of End Date in the Agreement be amended to be 15 August 2019 or such d. The definition of Material Adverse Effect in the Agreement be amended such that the dollar e. The definition of Algae Plant Assets in the Agreement be amended at clause (f) to read |
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f. That clause 2, Conditions Precedent in the Agreement be deleted in full and replaced with the following: |
2. Conditions Precedent 2.1 Conditions Clauses 3 and 7 of this Agreement do not become binding on the Parties (a) the Vendor and/or the Purchaser obtaining all necessary governmental (b) the Vendor obtaining shareholder approval in accordance with the (c) the parties entering into an exclusive sub-licence agreement for the algae (d) the parties entering into a standard form royalty agreement in respect of (e) the parties entering into a standard form royalty agreement in respect of (f) The Vendor obtaining the release of the Vendor Shares from any security (g) The Purchaser and the Company providing the Vendor with a full and final (h) The Purchaser and the Company releasing the Vendor from any and all 2.2 Benefit of the Conditions The Conditions in clauses 2.1(a), (c), (d), (e) and (f) are for the mutual benefit |
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2.3 Best efforts Each Party must provide all reasonable assistance to the others as is 2.4 Notice The Purchaser and the Vendor must promptly notify the other in writing if any 2.5 Satisfaction or waiver of Conditions Subject to clause 2.2, if the Conditions set out in clause 2.1 are not satisfied, or
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g. That clause 4(a) be amended to delete the words "only after receipt of this payment will this
h. That clause 4 (b) of the Agreement be amended to read 'the payment by the Purchaser to the Vendor in an amount equal to the balance of the intercompany loan owing by the Vendor to i. That clause 4.1 of the Agreement be deleted and replaced with "Each Party must provide all (a) satisfying the conditions in clause 2.1 above; and (b) assistance by the Vendor to the Purchaser to agree a schedule of creditors and j. That clause 7.2(a)(iii) be deleted. k. That clause 9.3 of the Agreement be deleted and replaced with "The Minimum amount l. That clause 11 in the Agreement be amended such that references to other clauses are |
m. That clause 12 (c) of the Agreement be amended by deleting "Namibia" at the end of that n. That clause 13.2 of the Agreement be amended by inserting the initial address of the |
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The Vendor Unit 2, 100 Railway Road, Subiaco Western Australia 6008 Attention: Malcolm James |
The Company Unit 2,100 Railway Road, Subiaco, Western Australia 6008 Email: ***@*** Attention: Malcolm James
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2. GENERAL
a. Authority to Execute Each of the Parties warrants each of the other Parties that they have authority to execute this b. Counterparts This Agreement may be signed in any number of counterparts which, when taken together, will
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c. Further Assurances Each Party must promptly do all things (including executing all documents) necessary or desirable d. Variation An amendment or variation to this Deed is not effective unless it is in writing and signed by the |
e. Waiver No failure or delay on the part of either Party to exercise any right or remedy under this Deed |
f. Announcements Neither Party shall make any press or other public announcement concerning any aspect of this g. Severability If any provision or part of this Deed is held to be invalid or unenforceable, this Deed shall be |
h. Governing Law and Jurisdiction (a) The law of the State of Western Australia governs this Deed (b) the Parties submit to the non-exclusive jurisdiction of the courts of the State of Western Australia and the Federal Court of Australia.
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EXECUTED by the Parties as an agreement. |
Executed by Alterola Biotech Inc Registration number: in accordance with their constituent documents and governing laws: |
Signature of Director | Signature of Director / Company Secretary | ||
Full Name of Director | Full Name of Director / Company Secretary |
Executed by Algae Energy Inc Registration Number in accordance with their constituent documents and governing laws |
/s/ Malcolm James | /s/ Josh Russell Puckridge | ||
Signature of Director | Signature of Director / Company Secretary | ||
MALCOLM JAMES | JOSH RUSSELL PUCKRIDGE | ||
Full Name of Director | Full Name of Director / Company Secretary |
Executed on behalf of AFFINITY ENERGY AND HEALTH LIMITED ACN 124 544190 in accordance with section 127 of |
/s/ Malcolm James | /s/ Josh Russell Puckridge | ||
Signature of Director | Signature of *Director / *Secretary | ||
MALCOLM JAMES | JOSH RUSSELL PUCKRIDGE | ||
Full Name of Director | Full Name of *Director / * | ||
*delete thatwhich does not apply |
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