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EXECUTION
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Share Purchase
Agreement
Dated December
10, 2008
Between
REMEDENT, INC., a public company incorporated under the laws of
Nevada, with its registered offices at Xavier de Cocklaan 42, 9831
Deurle, Belgium, and registered with the company registrar under
number C2807329 (“Remedent”);
represented by Mr. Robin List, as President, and Mr Guy De
Vreese as Chairman of its board of directors.
duly authorised
for the purposes hereof pursuant to a board of directors'
resolutions dated December 3, 2008 attached hereto as Exhibit
B.
hereinafter
referred to as “Remedent Inc” or the
“Purchaser”, on one hand
and,
REMEDENT, N.V., a
company incorporated under the laws of Belgium, with its registered
offices at Xavier de Cocklaan 42, 9831 Deurle, Belgium, and
registered with the company registrar of Gent under number
0474.973.168 (“Remedent N.V.”);
represented by two directors, Mr Guy De Vreese as Managing
Director and Remedent Professional Holdings Inc., as Director
hereinafter
referred to as “Remedent N.V.” or the
“Seller” on the other hand
Seller or Purchaser
will be referred to as a “party” or, together
will be referred to as the “parties”
Recitals
A WHEREAS
SYLPHAR N.V., a Belgian company validly existing and incorporated
under the Laws of the Kingdom of Belgium (hereinafter referred to
as “Sylphar” or the
“Company”), the capital stock of which amounts
to 650.000 Euros, the head office of which is located in B-9831
Deurle, Xavier de Cocklaan 42, and which is registered at the
register of Gent under number n° 0892.362.188, operates
mainly OTC business for dental products.
B WHEREAS
the Company's registered capital is divided in 100 shares without a
par value (the "Shares"). The shares are fully paid up.
C WHEREAS
the allotment of the Shares is the following:
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Remedent N.V. : 99
shares
Total:
100 shares
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EXECUTION
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D WHEREAS
the Seller so owns 99 Shares and wishes to sell all of them to the
Purchaser. The Purchaser wishes to purchase all the said Shares
from the Seller.
Now, therefore, the Parties have agreed on the terms, provisions
and conditions contained in this purchase agreement relating to the
Shares (hereinafter referred to as the "Agreement").
It is agreed:
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1.
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SALE AND
PURCHASE OF THE SHARES
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1.1.
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Sale and
Purchase of the Shares
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The Seller sells 99
Shares to the Purchaser, and the Purchaser purchases 99 Shares,
free and clear of all encumbrances and security interests or
restrictions of any kind whatsoever.
The sale and purchase of 99 Shares, which constitutes a sole and
unique contract, will be executed on the date set forth above,
hereafter referred to as “Closing Date”.
Remedent Inc. will
have full property and possession of 99 Shares on Closing
Date.
All rights and obligations related to the Company shares are
transferred on Closing Date.
The purchase price
for the 99 Company shares sold and acquired on the Closing Date in
accordance with article 1.1. above, amounts to 1,881,000 €
(the “Purchase Price”).
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1.3.
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Payment of the
Purchase Price
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The purchase price
for 99 shares sold and acquired on the Closing Date in accordance
with article 1.1. above shall be paid on the Closing Date as
follows:
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a)
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1,000,160
€ in the form of a unsecured non-interest bearing
promissory note in the form attached hereto as Exhibit A
(the “Promissory Note”). It is agreed by
Purchaser and Seller that payment under the Promissory Note shall
be due and payable within thirty (30) business days of
Purchaser’s receipt of funds in the amount equal to the
Purchase Price from Concordia Funds; and
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b) 880,840 € to account on the
existing I/C account between Purchaser and Seller.
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2.
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CLOSING AND
SUBSEQUENT OPERATIONS
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The sale and
purchase of 99 shares, as provided for in article 1.1. above shall
be completed on the Closing Date, at any location agreed upon by
the parties.
2.2.1 The Seller shall deliver to the
Purchaser on the Closing Date:
the 99 shares to
the Purchaser;
2.2.2 The Purchaser shall deliver to the
Seller on the Closing Date:
The executed
Promissory Note, as evidence of payment of the purchase price of
the 99 Shares, amounting to 1,000,160 €
2.2.3. After Closing
Formalities
EXECUTION
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Immediately after
the Closing, the Seller and the Purchaser shall date and sign the
shares registry in which the sale of the 99 shares will be entered
in order to have the sale of the 99 shares produce all its effects
vis-à-vis the Company and third parties.
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2.3.
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Subsequent
Operations
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The Seller
undertakes to sign all necessary documents and to accomplish all
necessary formalities including voting in favour of the Company
board of directors resolutions, delivering receipt, issuing
certificates and assisting the Purchaser in the post-acquisitions
formalities and various deposits and publications, in order to
allow the transfer of the shares to the benefit of Remedent
Inc.
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3.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER
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As the Purchaser is
already a minority shareholder of the Company, it is fully aware of
all material matters of the Company.
Therefore, it has
been decided to realize this transaction with limited
representations and warranties from the Seller and without any due
diligence investigations.
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3.1.
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Existence of the
Company
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The Company is a
N.V. with a registered capital of Euros 650.000, divided into 100
shares without par value, fully paid. The Company is duly
incorporated under the Laws and regulations of the Kingdom of
Belgium.
All Company books,
registries and
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