SALE AND PURCHASE AGREEMENT OF
BCH BEHEER B.V.
This Agreement is made on the 30
th day of December, 2008;
BETWEEN
Arvana Inc,
a company organized under the laws
of Canada with registered offices at Suite 2610, 1066 West Hasting
Street, Vancouver, B.C. V6E 3X2, Canada (hereinafter the
“Seller”);
AND;
Nazleal S.A.
, a company organized under the laws
of Switzerland, with registered offices at Talstrasse 20, Zurich
CH-8001, Switzerland (hereinafter the
“Purchaser”).
WHEREAS;
The Seller owns 100% (one hundred
per cent) of the ordinary shares (hereinafter the
“Shares”) equal to 360 (three hundred sixty) ordinary
shares, numbered 1 up to and including 360, in the share capital of
BCH Beheer B.V. (hereinafter referred to as the
“Company”), a company organized under the laws of The
Netherlands, with its registered office at Oudegracht 202, 1811
Cralkamaar, The Netherlands, each ordinary share with a par value
of €50.00 (fifty euros), being the entire issued and paid up
capital of the Company.
The Seller wishes to sell to the
Purchaser and the Purchaser wishes to purchase the
Shares.
Now therefore in consideration of
the premises, the parties agree as follows:
Article 1- Purchase of
Shares
The Seller agrees to sell, assign
and convey to the Purchaser, and the Purchaser agrees to purchase,
acquire and accept from the Seller, the Shares.
Article 2 – Purchase
Consideration
The Purchaser agrees to purchase
the shares from the Seller for consideration of €1.00 (one
euro), which the Seller acknowledges as having been paid. Upon
legal execution of this agreement, the Purchaser assumes all debts,
obligations, and guarantees of the Company, and responsibility for
the corporate income tax of the Company, subject to the
Seller’s warranties and representations. The Seller agrees to
reimburse the Purchaser for the Company’s liabilities as at
December 30, 2008 in the amount of €20,000.00 (twenty thousand
euros), such amount considered to be the full amount due to the
Purchaser for assuming all of the Company’s
liabilities.
1
Article
3 - Transfer of Shares
The transfer of Shares will
become effective on the date of the Agreement.
Article 4 - Seller's
Representations and Warranties
The Seller represents and
warrants to the Purchaser as follows:
4.1 The execution and the
delivery of the Agreement does not violate or conflict with the
articles of association of the Seller or of the Company or with the
provision of any agreement to which the Seller or the Company are
bound, nor with any judgement or decree by which the Seller or the
Company are bound;
4.2 The Seller's representative
has full power and authority to enter into and execute the
Agreement and the Seller’s representative’s signature
constitutes a valid and binding agreement, duly and valid
executed;
4.3 The Shares are free and clear
of any lien, pledge or other encumbrances of any nature whatsoever
and with all rights now or hereafter
