SALE OF SHARESAGREEMENT

GLOBAL REALTY DEVELOPMENT CORPORATION a Delaware Company incorporated in the USA of 11555 Heron Bay Boulevard (suite 200), Coral Springs, Florida, USA, 33076 ("Vendor")

A.  

The Shares are owned by the Vendor as set out in Schedule 1.

B.  

The Vendor has agreed to sell and the Purchaser has agreed to purchase the Shares on the terms and conditions set out in this Agreement.

(a)  

the singular includes the plural and vice versa, and a gender includes other genders;

(b)  

another grammatical form of a defined word or expression has a corresponding meaning;

(c)  

a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of, or schedule or annexure to, this Agreement, and a reference to this Agreement includes its schedules and annexures;

(d)  

a reference to a document or Agreement includes the document or Agreement as novated, altered, supplemented or replaced from time to time;

(e)  

a reference to $A, dollar or $ is a reference to Australian currency;

(f)  

a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(g)  

a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(h)  

a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(i)  

the meaning of general words is not limited by specific examples introduced by including or similar expressions;

(j)  

any Agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(k)  

any Agreement, representation, warranty or indemnity by two or more parties (including where two ore more persons are included in the same defined term) binds them jointly and severally;

(l)  

a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it; and

(m)  

if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

(a)  

free from Encumbrances;

(b)  

with all rights attached or accrued to them on or after the date of this Agreement; and

(c)  

subject to this Agreement.

(a)  

deliver to the Purchaser a duly executed and completed transfer in favour of the Purchaser of the Shares in registrable form together with any certificate(s) or holding statements pertaining to the Shares (if any);

(b)  

produce to the Purchaser any power of attorney or other authority under which the transfer of the Shares is executed;

(c)  

deliver to the Purchaser duly executed instruments irrevocably waiving in favour of the Purchaser all rights of pre-emption which any person has in respect of the Shares; and

(d)  

do all other things necessary or desirable to transfer the Shares and to complete any other transaction contemplated by this Agreement.

(a)  

it enters this Agreement and any document which is ancillary, related to, or contemplated by this Agreement (‘Transaction Document’) to which it is a party, and undertakes and accepts all its obligations and liabilities under this Agreement and each other Transaction Document to which it is a party, in both its personal capacity and as the trustee for the trust and, for the avoidance of doubt, the obligations of the Vendor under this Agreement and each other Transaction Document to which it is a party will also constitute obligations and liabilities of any trust; and

(b)  

without limiting paragraph 4.3(a), the Vendor acknowledges and agrees that the Purchaser will have recourse to any assets of the Vendor or any trust upon the exercise by the Purchaser of any right under any of the Transaction Documents to which the Vendor is a party whether any such asset is held by the Vendor in its personal capacity or in its capacity as the trustee of the trust.

(a)  

the obligations of the parties under this Agreement are interdependent; and

(b)  

all actions required to be performed will be taken to have occurred simultaneously on the Completion Date.

(a)  

the Vendor is validly existing and in good standing;

(b)  

the Vendor has full authority and all necessary consents to enter into and perform this Agreement;

(c)  

this Agreement and all other agreements contemplated by this Agreement will, when executed by the Vendor, constitute binding obligations of the Vendor in accordance with their respective terms;

(d)  

the execution, delivery and performance by the Vendor of this Agreement will not:

(i)  

result in a breach of any provision of the constitution of the Vendor;

(ii)  

result in a breach of, or constitute a default under, any instrument to which the Vendor is a party or by which the Vendor is bound and which is material in the context of the transactions contemplated by this Agreement; or

(iii)  

result in a breach of any order, judgment or decree of any court or governmental agency to which the Vendor is a party or by which the Vendor is bound and which is material in the context of the transactions contemplated by this Agreement;

(e)  

no meeting has been convened, resolution proposed, petition presented or order made for the winding up of the Vendor;

(f)  

no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the Court has been appointed in relation to all or any material asset of the Vendor;

(g)  

no mortgagee or chargee has taken, attempted or indicated an intention to exercise its rights under any security of which the Vendor is the mortgagor or charger;

(h)  

the Vendor has complete and unrestricted power and right to sell, assign and transfer the Shares to the Purchaser;

(i)  

if the Shares of the Vendor are held on trust by the Vendor for a beneficial owner, the beneficial owner has given the Vendor its unconditional consent to sell, assign and transfer the Shares; and

(j)  

there is no Encumbrance over or affecting the Shares.

(a)  

remains in full force and effect after Completion; and

(b)  

is separate and independent and is not limited by reference to any other warranty or any other provision in this Agreement.

(a)  

it is validly existing under the laws of its place of registration or incorporation;

(b)  

it has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;

(c)  

it has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement; and

(d)  

its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms.

Waiver must be by written notice

(a)  

to claim damages for breach of that obligation; and

(b)  

at any other time to require performance of that or any other obligation under this Agreement,

(a)  

directed to the recipient's address specified in this clause, as varied by any notice; and

(b)  

hand delivered or sent by prepaid post or facsimile to that address.

 

The parties' addresses and facsimile numbers are as set out in Schedule 1.

(a)  

if hand delivered, on delivery;

(b)  

if sent by prepaid post, two Business Days after the date of posting; or

(c)  

if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice unless, within one Business Day after the transmission, the recipient informs the sender that it has not received the entire notice.

(a)  

in the case of a company, it is signed by a director, secretary or other officer of the company; or

(b)  

in the case of an individual, it is signed by that party.

(a)  

constitutes the entire Agreement between the parties as to its subject matter; and

(b)  

in relation to that subject matter, supersedes any prior understanding or Agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party.

(a)  

Vendor’s Shares in the Company

100

(b)  

Details for Notice

A Delaware Company incorporated in the USA

Address: 11555 Heron Bay Boulevard (Suite 200)

  Coral Springs, Florida, USA 33076

Address: 159 Union Road

  Surrey Hills, Victoria, Australia, 3127