Notice of Termination of Subscription Agreement between SurePure Investment Holding AG and Trinity Asset Management (Pty) Ltd
SurePure Investment Holding AG has formally terminated its Subscription Agreement with Trinity Asset Management (Pty) Ltd due to Trinity's failure to pay for 1,000,000 common shares by the agreed deadline. The termination ends all rights Trinity and its assignees had under the agreement, except for ongoing confidentiality obligations and a specific appointment provision. SurePure reserves the right to pursue further action for Trinity's non-performance. This notice is effective after prior warnings and a grace period were provided.
Surepure Investment Holding AG
(CH-170.3.031.335-8)
Dammstrasse 19
CH-6301 Zug
Switzerland
Tel: +41 41 ###-###-####
Fax: +41 ###-###-####
www.surepure.net
22 November 2012
Trinity Asset Management (Pty) Ltd
Block F, The Terraces
1 Sliverwood Close
Steenberg Office Park
Cape Town
Attention : Mr James Fitzpatrick
Subscription Agreement dated 23 July 2012
Dear James
Reference is made to the Subscription Agreement, dated July 23, 2012 (the “Subscription Agreement”), between yourselves and SurePure Investment Holding AG (the “Company”). Capitalised terms used in this letter without definition shall have the respective meanings given them in the Subscription Agreement.
Section 7 of the Subscription Agreement provides in pertinent part that if you or your Permitted Assignees fail to pay USD1,000,000 for any Share Installment, then the Company shall have the right to terminate and rescind the Subscription Agreement on five days’ written notice to you.
The Company has previously given you notice that you have failed to purchase and otherwise fulfill your obligations with respect to the 1,000,000 Common Shares to have been purchased on or before October 31, 2012 and has afforded you the grace period required by Section 4.4.2.
The Company hereby terminates the Subscription Agreement, and each and every right that you and your Permitted Assignees may have under the Subscription Agreement, including the provisions of Section 8, 9 and 10 of the Subscription Agreement, but without releasing you from your obligations of confidentiality under Section 11.1 of the Subscription Agreement and without termination of the appointment provided by Section 11.11 thereof.
Further, the Company reserves all rights it may have against you under the Subscription Agreement or otherwise arising from your failure to perform.
By order of the Board
| /s/ Stephen Robinson | |
| Stephen Robinson |
cc: Messrs:
Quinton George
Guy Kebble
John Ramsey
