ROOTCHANGELIMITED and CLENERGENCORPORATION LIMITED Dated:April 1st2009. PURCHASE AND SALES SALEAGREEMENT

 

BETWEEN:

 

ROOTCHANGE LIMITED (previously named MGS Development Company Limited) a company registered in England and Wales whose registered office is situate at 14 Chester Street, London SW1X 7BB, UK (the Seller)

and

 

CLENERGEN CORPORATION LIMITED a company registered in England and Wales  under registration number 06836120 whose registered office  is situate at  Bath House, 8 Chapel Place, London EC2A 3DQ 

(the Buyer)

RECITALS:

 

(A)	The Seller has agreed to sell and transfer and the Buyer has agreed to purchase the Assets. This Agreement records the terms and conditions upon which the Assets shall be sold by the Seller and purchased by the Buyer.

IT IS AGREED as follows:

 

1.	Definitions and Interpretation

 

1.1	In this Agreement (which expression shall be deemed to include the Schedules and Appendix hereto), unless the context otherwise requires, the following expressions shall have the following meanings:-

 

Assets the assets of the Business and the Seller agreed to be sold and purchased pursuant to clause 2.1;

 

Asset Value the aggregate value as at the Completion Date of the Assets as shown in the Appendix and apportioned between the Assets as shown therein;

 

Assigned IP means all Intellectual Property Rights owned or used by the Seller and connected persons in connection with (i) the matters and technologies set out in Schedule 1, (ii) the Business or (iii) relating to the Assets;

 

Business means the development, marketing and distribution of alternative fuels and alternative fuel technologies and trading in offset and carbon credits and any other business carried on by the Seller from time to time;

 

business day means a day on which clearing banks generally are open for business in the City of London;

 

Completion the completion of the sale and purchase of the Assets in accordance with clause 4;

 

Completion Date has the same meaning given to it in clause 4.1;

 

(b)	no subsisting or ongoing breach of the terms of this Agreement by the Seller in particular in relation to clause 4.4 of this Agreement;

Consideration means the total purchase price paid by the Buyer to the Seller for the Business and Assets as set out in clause 2.7;

Contracts means all contracts, licences, options, royalties, undertakings, arrangements, insurances, rights and engagements entered into by or on behalf of the Seller or their associates or affiliates in connection with the Business or the Assets (including inter alia those contracts, options and rights set out in Schedule 1) and shall include any arrangements relating to the Business or the Assets which are not in writing and which are wholly or partly unperformed or unexpired on the Completion Date and together with all rights hereunder and a reference to "Contract" shall mean any of them;

 

Encumbrance means and includes any interest or equity of any person (including without prejudice to the generality of the foregoing, any retention of title, right to acquire, option, right of pre-emption or right of conversion) or any mortgage, charge, pledge, lien or assignment or any other encumbrance, priority or security interest, right of set-off or hypothecation for the purpose, or which has the effect, of granting a security interest of any kind whatsoever and any agreement, whether conditional or otherwise, to create any of the foregoing;

Excluded Assets means all Liabilities;

 

Goodwill means the goodwill of the Business (including the goodwill attached to the Assets) and the exclusive right of the Buyer or its assignee to carry on the Business in succession to the Seller;

 

Intellectual Property Rights means (whether registered or not) all inventions, patents, patent rights derived from patents (including author certificates, utility certificates, improvement patents, certificates of addition and all foreign counterparts of them, divisional applications, continuations, continuations-in-part, supplementary protection certificates and equivalent protection rights in respect of any of them) Know-how, technical information, rights of confidence or rights in confidential information, goodwill, the benefit of all licences, options and permissions granted to the Seller, trade marks and service marks (including any trade, brand or business names, look and feel and trade dress), database rights, domain names, registered designs, design rights, utility models, copyright (including all such rights in computer software), moral rights, trade secrets, plant breeders rights and other sui-generis rights, topography rights and any other rights of a similar nature; in each case for the full period thereof and all extensions and renewals thereof and including all

 

Know-how means unpatented technical and other information in relation to the Assigned IP which is not in the public domain regardless of how such information is collected or recorded, and whether protected by any copyright, design rights, or otherwise and including information comprising or relating to inventions, data, designs, formulae, compounds, methods, models, research plans, procedures, results of experimentation and testing (including results of research or development), processes (including manufacturing processes, specifications and techniques), chemical, pharmacological, toxicological, clinical, analytical and quality data, trial data, case report forms, data analyses, reports, manufacturing data or summaries and information contained in any submission to ethical committees and regulatory authorities; and for this purpose, the fact that an item is known to the public shall not be taken to exclude the possibility that a compilation including the item, and/or a development relating to the item, is (and remains) not known to the public;

 

Liabilities means all liabilities or obligations relating to the Assets or Business outstanding on or accrued or referable to the period up to and including the Completion Date or arising by virtue of the sale and purchase recorded by this Agreement including but not limited to any and all liabilities in respect of Taxation attributable to the Seller in respect of the Assets and the Business in respect of, in the case of the Assets, the period ending on the Completion Date;

 

Materials means any and all documents, photographs, inventions, specifications for patents, works, materials, drawings, source materials, research or other items of any nature recorded in writing or otherwise embodying any of the Assigned IP in the possession or under the control of the Assignor;

 

Taxation means all forms of taxation, VAT, PAYE, national insurance, duty, impost, levy, charges and withholding of any nature whatsoever or wheresoever’s imposed and all penalties, charges and interest relating thereto;

 

Warranties means the warranties referred to in clause 5 and Schedule 2.

 

1.2

Reference to any statute, directive or statutory provision includes a reference to that statute, directive or statutory provision as from time to time amended, extended or re-enacted and to any former statute or statutory provision replaced (with or without modification) by the statute or statutory provision referred to.

 

1.3

Unless otherwise specified in a particular case, words importing the singular number shall include the plural and vice versa, words importing any gender shall include all other genders, words importing persons shall include bodies corporate, unincorporated associations and partnerships and vice versa and references to the whole shall include the part and vice versa.

 

1.4	References to clauses, the Appendix and other provisions are references to clauses, the Appendix and other provisions of this Agreement and reference to any sub-provision is, unless otherwise stated, a reference to a sub-provision of the provision in which the reference appears.

 

1.5	The headings are for ease of reference only and shall not affect the interpretation of this Agreement.