exv10w6



 



Exhibit 10.6


	  	
Share sale
agreement

relating to shares in Arbutus Holding Ltd.

	  	
Ivanhoe Mines Ltd. (Vendor)

Dominant Holdings AG (Purchaser)






 	 	 
	 	AURORA PLACE, 88 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY

TEL: +61 2 9921 8888 FAX: +61 2 9921 8123

www.minterellison.com






 









 






Share sale agreement









	 	 	 	 	 
	Details
	 	 	4	 
	 
	 	 	 	 
	Agreed terms
	 	 	5	 
	 
	 	 	 	 
	1. Defined terms & interpretation
	 	 	5	 
	1.1 Defined terms from Head Agreement
	 	 	5	 
	1.2 Defined terms
	 	 	5	 
	1.3 Interpretation
	 	 	6	 
	1.4 Headings
	 	 	7	 
	 
	 	 	 	 
	2.Conditions
	 	 	7	 
	2.1 Conditions
	 	 	7	 
	2.2 Waiver of Conditions
	 	 	8	 
	2.3 Conduct of the parties
	 	 	8	 
	2.4 Failure of Condition
	 	 	8	 
	 
	 	 	 	 
	3.Sale and purchase
	 	 	8	 
	 
	 	 	 	 
	4. Purchase Price
	 	 	8	 
	4.1 Purchase Price
	 	 	8	 
	4.2 Payment of the Purchase Price
	 	 	8	 
	 
	 	 	 	 
	5. Completion
	 	 	8	 
	5.1 Time and place
	 	 	8	 
	5.2 Obligations of the Vendor
	 	 	8	 
	5.3 Obligations of the Purchaser
	 	 	9	 
	5.4 Simultaneous actions at Completion
	 	 	9	 
	5.5 Effect of failure to deliver by Vendor
	 	 	9	 
	5.6 Effect of failure to deliver by Purchaser
	 	 	10	 
	5.7 Records
	 	 	10	 
	5.8 Proxy and address for notices
	 	 	10	 
	 
	 	 	 	 
	6. Obligations before Completion
	 	 	10	 
	6.1 Continuity of Business
	 	 	10	 
	6.2 Access to Business and Records
	 	 	10	 
	6.3 Purchaser’s obligations
	 	 	10	 
	6.4 Right to copy and consult
	 	 	10	 
	 
	 	 	 	 
	7. Warranties by the Vendor
	 	 	11	 
	7.1 Warranties
	 	 	11	 
	7.2 Application of the Warranties
	 	 	11	 
	7.3 Qualifications
	 	 	11	 
	7.4 Acknowledgments
	 	 	11	 
	7.5 Financial limits on Claims
	 	 	11	 
	7.6 Time limits on Claims
	 	 	11	 
	7.7 Other limits on Claims
	 	 	12	 
	7.8 Maximum aggregate liability for Claims
	 	 	12	 
	7.9 Transaction Consideration not known
	 	 	12	 
	7.10 Vendor Indemnity where Transaction Consideration not known
	 	 	12	 
	7.11 Purchaser Indemnity where Transaction Consideration not known
	 	 	13	 
	7.12 Exclusions of limitations
	 	 	13	 






 





	 	 	 
	 
	Minter Ellison | Ref: JSTH:AWDA 20-4747684

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	7.13 Notice of potential Claim
	 	 	13	 
	7.14 Conduct of third party Claims
	 	 	13	 
	7.15 Rights of the Purchaser
	 	 	14	 
	7.16 Costs indemnity
	 	 	14	 
	7.17 Security for costs
	 	 	14	 
	7.18 Warranty payments
	 	 	15	 
	7.19 Benefits or credits received by the Company or the Purchaser
	 	 	15	 
	7.20 Meaning of Vendor’s knowledge
	 	 	15	 
	7.21 Taxation indemnity
	 	 	15	 
	7.22 Trade Practices Act
	 	 	15	 
	7.23 Financial forecasts
	 	 	15	 
	 
	 	 	 	 
	8. GST
	 	 	16	 
	8.1 Interpretation
	 	 	16	 
	8.2 GST gross up
	 	 	16	 
	8.3 Reimbursements
	 	 	16	 
	8.4 Tax invoice
	 	 	16	 
	 
	 	 	 	 
	9. Notices and other communications
	 	 	16	 
	9.1 Service of notices
	 	 	16	 
	9.2 Effective on receipt
	 	 	16	 
	 
	 	 	 	 
	10. Miscellaneous
	 	 	16	 
	10.1 Alterations
	 	 	16	 
	10.2 Approvals and consents
	 	 	17	 
	10.3 Assignment
	 	 	17	 
	10.4 Costs
	 	 	17	 
	10.5 Stamp duty
	 	 	17	 
	10.6 Survival
	 	 	17	 
	10.7 Counterparts
	 	 	17	 
	10.8 No merger
	 	 	17	 
	10.9 Entire agreement
	 	 	17	 
	10.10 Further action
	 	 	17	 
	10.11 Severability
	 	 	17	 
	10.12 Waiver
	 	 	17	 
	10.13 Relationship
	 	 	17	 
	10.14 Governing law and jurisdiction
	 	 	18	 
	 
	 	 	 	 
	Schedule 1 - Details of the Company
	 	 	19	 
	 
	 	 	 	 
	Schedule 2 - Warranties
	 	 	20	 
	 
	 	 	 	 
	Signing page
	 	 	25	 












 




	 	 	 
	 
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Details









Date




Parties




	 	 	 
	Name

	 	Ivanhoe Mines Ltd. ARBN 075 217 097
	Short form name

	 	Vendor
	Notice details

	 	Suite 654, 999 Canada Place, Vancouver, British Columbia V6C 3E1, Canada
	

	 	Facsimile +1 604 682 6728
	

	 	Attention Peter Meredith
	 
	 	 
	Name

	 	Dominant Holdings AG - CH-130.0.005.376-5
	Short form name

	 	Assignee
	Notice details

	 	Poststrasse 5
	

	 	CH-8808 Pfaeffikon SZ
	

	 	Switzerland
	

	 	Facsimile +41 58 261 5001
	

	 	Attention Andreas Baer






Background




	 	 	 
	A

	 	The Shares are legally and beneficially owned by the Vendor.
	 
	 	 
	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.






	 	 	 
	 
	Minter Ellison | Ref: JSTH:AWDA 20-4747684

	 	Share sale agreement | page 4






 









 






Agreed terms










	1.  	Defined terms & interpretation






	1.1  	Defined terms from Head Agreement
	 
	   	Terms defined in the Head Agreement have the same meanings when used in this document
unless otherwise defined in this document.
	 
	1.2  	Defined terms
	 
	   	In this agreement:
	 
	   	Business means the business carried on by the Company as at the date of this agreement,
being the lending of money, on a secured basis, to Goldamere Pty Limited ACN 073 634 581.
	 
	   	Claim includes a claim, notice, demand, action, proceeding, litigation, investigation,
judgment, damage, loss, cost, expense or liability however arising, whether present,
unascertained, immediate, future or contingent, whether based in contract, tort or statute
and whether involving a third party or a party to this agreement.
	 
	   	Company means Arbutus Holding Ltd., a company incorporated in the British Virgin
Islands, registration number 497003, further details of which are set out in Schedule 1.
	 
	   	Completion means completion of the sale and purchase of the Shares contemplated by this
agreement.
	 
	   	Completion Date means 28 February 2005 provided that all the Conditions have been
fulfilled (or waived under clause 2.2) or, in the event that all the Conditions have not
been fulfilled (or waived under clause 2.2) before 25 February 2005, the fifth Business Day
after the date on which all the Conditions have been fulfilled (or waived under clause 2.2).
	 
	   	Conditions means the conditions set out in clause 2.1.
	 
	   	Costs Assessor means a costs assessor appointed under clause 7.17.
	 
	   	Disclosure Letter means the letter from the Vendor to the Purchaser of the same date as
this agreement entitled ‘Disclosure Letter’.
	 
	   	Due Diligence Material means the information and documents provided to the Purchaser
before the date of this agreement, a list of which is attached to the Disclosure Letter.
	 
	   	Encumbrance includes any:






	 	(a)  	security for the payment of money or performance of obligations, including a
mortgage, charge, lien, pledge or trust;
	 
	 	(b)  	right, interest or arrangement which has the effect of giving another person a
preference, priority or advantage over creditors including any right of set-off;
	 
	 	(c)  	notice or direction under sections 218 or 255 of the Income Tax Assessment Act
1936 (Cwlth) or under section 74 of the Sales Tax Assessment Act 1992 (Cwlth) or under
section 260-5 of the Taxation Administration Act 1953 (Cwlth) or under any provision of
any law which has a similar effect;
	 
	 	(d)  	right that a person (other than the owner) has to remove something from land
(known as a profit à pendre), easement, public right of way, restrictive or positive
covenant, lease, or licence to use or occupy; or




	 	 	 
	 
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	 	Share sale agreement | page 5






 









 






	  	(e)  	third party right or interest or any right arising as a consequence of the
enforcement of a judgment,






	  	or any agreement to create any of them or allow them to exist.
	 
	   	Governmental Authority includes any governmental, semi-governmental, municipal or
statutory authority, instrumentality, organisation, body or delegate (including without
limitation any town planning or development authority, public utility, environmental,
building, health, safety or other body or authority) having jurisdiction, authority or power
over or in respect of the Company.
	 
	   	Head Agreement means the agreement so entitled and dated 4 February 2005 between the Vendor,
the Purchaser, Dominant Holdings AG and Stemcor Holdings Ltd.
	 
	   	Liabilities includes all liabilities (whether actual, contingent or prospective),
losses, damages, costs and expenses of whatever description.
	 
	   	Purchase Price means the amount payable under clause 4.
	 
	   	Records means all original and copy records, documents, books, files, reports,
accounts, plans, correspondence, letters and papers of every description and other material
regardless of their form or medium and whether coming into existence before, on or after the
date of this agreement, belonging or relating to or used by the Company including (without
limitation) certificates of registration, minute books, statutory books and registers, books
of account, Tax returns, title deeds and other documents of title, customer lists, price
lists, computer programs and software, and trading and financial records.
	 
	   	Security means an amount to be paid to the Claimee in accordance with clause 7.17.
	 
	   	Shares means all of the shares in the share capital of the Company.
	 
	   	Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or
other governmental impositions of whatever nature and by whatever authority imposed,
assessed or charged together with all costs, charges, interest, penalties, fines, expenses
and other additional statutory charges, incidental or related to the imposition.
	 
	   	UBS Debt means the amount of A$72,497,920 principal and A$2,391,881 interest owing by
Goldamere to the Company as evidenced and secured by the documents provided by Minter
Ellison to the Purchaser and described as ‘Documents Relating to UBS Financing of Goldamere
Pty Ltd’.
	 
	   	Warranties means each of the representations and warranties given under clause 7 and
set out in Schedule 2.
	 
	1.3  	Interpretation
	 
	   	In this agreement, except where the context otherwise requires:






	 	(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 to a clause or
paragraph of, or schedule or annexure to, this agreement, and a reference to this
agreement includes any schedule or annexure;
	 
	 	(d)  	a reference to a document or instrument includes the document or instrument as
novated, altered, supplemented or replaced from time to time;
	 
	 	(e)  	a reference to A$, $A or AUD is to Australian currency;
	 
	 	(f)  	a reference to US$, $US or USD is to United States currency;




	 	 	 
	 
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	 	(g)  	a reference to time is to Sydney, Australia time;
	 
	 	(h)  	a reference to a party is to a party to this agreement, and a reference to a
party to a document includes the party’s executors, administrators, successors and
permitted assigns and substitutes;
	 
	 	(i)  	a reference to a person includes a natural person, partnership, body corporate,
association, governmental or local authority or agency or other entity;
	 
	 	(j)  	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;
	 
	 	(k)  	a word or expression defined in the Corporations Act has the meaning given to
it in the Corporations Act;
	 
	 	(l)  	the meaning of general words is not limited by specific examples introduced by
including, for example or similar expressions;
	 
	 	(m)  	any agreement, representation, warranty or indemnity by two or more parties
(including where two or more persons are included in the same defined term) binds them
jointly and severally;
	 
	 	(n)  	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;
	 
	 	(o)  	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
	 
	 	(p)  	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.
	 
	 	(q)  	a reference to except as disclosed is to something disclosed in this agreement
or the Disclosure Letter.






	1.4  	Headings
	 
	   	Headings are for ease of reference only and do not affect interpretation.
	 
	2.  	Conditions
	 
	2.1  	Conditions
	 
	   	Completion must not occur until all of the following Conditions are fulfilled:





	 	 	 
	 	 	Party entitled to
	Condition	 	benefit
	All consents necessary or relevant for the sale
and purchase of the Shares contemplated by this
agreement to take place without breaching any statute
or agreement are granted and received either:
	 	 
	 
	 	 
	(a)without conditions or requirements; or
	 	 
	 
	 	 
	(b) with conditions and requirements that are
acceptable to the Vendor and (to the extent that they
affect the Purchaser or the Company) to the Purchaser.

	 	The Vendor
	 





	 	 	 
	 
	Minter Ellison | Ref: JSTH:AWDA 20-4747684

	 	Share sale agreement | page 7






 









 






	 	 	 
	 	 	Party entitled to
	Condition	 	benefit
	 
	The prior completion of the Deed of Assignment with
Deeds of Acknowledgment (as that term is defined in
clause 1.2 of the Deed of Assignment) in a form
reasonably agreed between the parties to the Deed of
Assignment.

	 	The Purchaser and
the Vendor
	 
	The contemporaneous completion of the Beviron Agreement.

	 	The Purchaser and
the Vendor
	 






	2.2  	Waiver of Conditions
	 
	   	A Condition may only be waived in writing by each party entitled to the benefit of that
Condition (as specified in relation to each Condition in the second column of the table in
clause 2.1) and will be effective only to the extent specifically set out in that waiver.
	 
	2.3  	Conduct of the parties
	 
	   	Each party must use all reasonable efforts within its own capacity to ensure that each
Condition is fulfilled before 5.00pm on 25 February 2005.
	 
	2.4  	Failure of Condition
	 
	   	If a party has complied with its obligations under clause 2.3, it may terminate this
agreement by giving notice in writing to the other parties if one or more Conditions are not
fulfilled by 5.00pm on 25 February 2005 or another date agreed by the parties in writing.
	 
	3.  	Sale and purchase
	 
	   	The Vendor as beneficial owner agrees to sell to the Purchaser and the Purchaser agrees
to buy from the Vendor the Shares:






	 	(a)  	for the Purchase Price;
	 
	 	(b)  	free from Encumbrances;
	 
	 	(c)  	with all rights, including dividend and voting rights, attached or accrued to
them on or after the date of this agreement; and
	 
	 	(d)  	subject to this agreement.






	4.  	Purchase Price
	 
	4.1  	Purchase Price
	 
	   	The Purchase Price for the Shares is the Arbutus Consideration.
4.2 Payment of the Purchase Price
	 
	   	The Purchaser must pay the Purchase Price in accordance with clause 3 of the Head
Agreement.
	 
	5.  	Completion
	 
	5.1  	Time and place
	 
	   	If all the Conditions have been fulfilled or waived under clause 2.2, Completion will
take place at 10:00am on the Completion Date at the offices of Minter Ellison at Level 19,
88 Phillip Street, Sydney or another time and place agreed by the parties.
	 
	5.2  	Obligations of the Vendor
	 
	   	At or before Completion, the Vendor must:




	 	 	 
	 
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	 	Share sale agreement | page 8






 









 












	 	(a)  	deliver to the Purchaser a duly executed and completed transfer in favour of
the Purchaser of the Shares in registrable form (except for the impression of stamp
duty or other taxes of a similar nature) together with the relevant share certificates;
	 
	 	(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
any of the Shares;
	 
	 	(d)  	deliver to the Purchaser copies of any other consents and waivers required
under clause 2;
	 
	 	(e)  	cause the board of directors of the Company to resolve that the transfer of the Shares (subject only to the payment of stamp duty or other taxes of a similar nature on
the transfers) be approved and registered on the share register of the Company;
	 
	 	(f)  	cause the board of directors of the Company to resolve to appoint as directors
of the Company those individuals in respect of who the Purchaser has delivered to the
Company a consent to act as a director of the Company;
	 
	 	(g)  	deliver the resignation of directors of the Company nominated by the Purchaser
prior to Completion and their acknowledgment that they have received all entitlements
to which they are entitled up to the date of the resignation and have no further claim
against the Company;
	 
	 	(h)  	deliver to the Purchaser all Records in its possession (other than those which
the Vendor is entitled to retain under clause 5.5);
	 
	 	(i)  	deliver to the Purchaser an irrevocable appointment by the Vendor of the
Purchaser as its sole proxy to attend and vote at meetings of the Company;
	 
	 	(j)  	deliver to the Purchaser an irrevocable notice of change of address of the
Vendor for service of notices and correspondence by the Company to Suite 2, Level 13,
15 Blue Street North Sydney, NSW 2060;
	 
	 	(k)  	deliver to the Purchaser the common seal (if any) of the Company;
	 
	 	(l)  	do all other things necessary or desirable to transfer the Shares, to complete
any other transaction contemplated by this agreement and to place the Purchaser in
effective control of the Company and the Business.






	5.3  	Obligations of the Purchaser
	 
	   	The Purchaser must, at or before Completion, deliver to the Vendor any consents or
waivers required under clause 2.
	 
	5.4  	Simultaneous actions at Completion
	 
	   	In respect of Completion:






	 	(a)  	the obligations of the parties under this agreement are interdependent;
	 
	 	(b)  	all actions required to be performed will be taken to have occurred
simultaneously on the Completion Date; and
	 
	 	(c)  	the Purchaser need not complete the purchase of any of the Shares unless the
purchase of all the Shares is completed simultaneously.






	5.5  	Effect of failure to deliver by Vendor
	 
	   	If the Vendor fails to deliver any items which are due from it on Completion by the
date of Completion, the Purchaser is entitled to terminate this document on giving 14 days
prior written




	 	 	 
	 
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	 	Share sale agreement | page 9






 









 






	   	notice to the Vendor. Termination does not affect any other rights which the Purchaser may
have. If the Vendor is able in the notice period to deliver the items in question then
Completion must be reconvened to allow it to do so.


	5.6  	Effect of failure to deliver by Purchaser
	 
	   	If the Purchaser fails to deliver any items which are due from it on Completion by the
date of Completion, the Vendor is entitled to terminate this document on giving 14 days
prior written notice to the Purchaser. Termination does not affect any other rights which
the Vendor may have. If the Purchaser is able in the notice period to deliver the items in
question then Completion must be reconvened to allow it to do so.
	 
	5.7  	Records
	 
	   	The Vendor may retain after Completion copies of any Records necessary for it to comply
with any applicable law (including, without limitation, any applicable Tax law) and to
prepare Tax or other returns required of it by law.
	 
	5.8  	Proxy and address for notices
	 
	   	While the Vendor remains the registered holder of any of the Shares, the Vendor must:






	 	(a)  	not attend or vote at meetings of the Company except through the Purchaser as
its proxy;
	 
	 	(b)  	do everything else that it may do in the capacity of registered holder of the
Shares, including dealing with the Shares, and with any distribution, property or right
derived from them, in accordance with the Purchaser’s directions; and
	 
	 	(c)  	not change its address for service of notices or any correspondence by the
Company from the address of the Purchaser.






	6.  	Obligations before Completion
	 
	6.1  	Continuity of Business
	 
	   	Until Completion, the Vendor must not do anything other than carry on the Business in
the ordinary course.
	 
	6.2  	Access to Business and Records
	 
	   	The Vendor will allow the Purchaser, its employees, agents and representatives
reasonable access to the Records at all reasonable times before Completion to enable the
Purchaser, as is reasonably necessary, to:






	 	(a)  	become familiar with the Business and the affairs of the Company; and
	 
	 	(b)  	investigate the accuracy of the Warranties.






	6.3  	Purchaser’s obligations
	 
	   	The Purchaser must ensure that any access under clause 6.2 is exercised and conducted
in a manner to avoid unreasonable disruption to the conduct of the Business and the
activities and operations of the Company and its employees.






	6.4  	Right to copy and consult
	 
	   	For the purposes of clause 6.2, the Purchaser may:






	 	(a)  	make copies of material examined;
	 
	 	(b)  	consult with the officers of the Company; and




	 	 	 
	 
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	 	Share sale agreement | page 10






 









 






	 	(c)  	with the prior consent of the Vendor (which consent may not be unreasonably
withheld), consult with employees of the Company.






	7.  	Warranties by the Vendor
	 
	7.1  	Warranties
	 
	   	The Vendor represents and warrants to the Purchaser that each of the Warranties is true
and accurate at the date of this agreement and will be true and accurate on the Completion
Date.
	 
	7.2  	Application of the Warranties
	 
	   	Each of the Warranties:






	 	(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.






	7.3  	Qualifications
	 
	   	The Warranties are given subject to and qualified by, and the Purchaser is not entitled
to claim that any fact, matter or circumstance causes any of the Warranties to be breached
if and to the extent, but only to the extent, that the fact, matter or circumstance is
fairly disclosed in:






	 	(a)  	this agreement;
	 
	 	(b)  	the Disclosure Letter; or
	 
	 	(c)  	the Due Diligence Materials.






	7.4  	Acknowledgments
	 
	   	The Purchaser acknowledges and agrees with the Vendor that:






	 	(a)  	the Warranties are the only warranties that the Purchaser requires, and on
which the Purchaser has relied, in entering into this agreement;
	 
	 	(b)  	for the avoidance of doubt, no warranty or representation, expressed or
implied, is given in relation to any expression of intention or expectation nor any
forecast, budget or projection contained or referred to in the Due Diligence Material;
and
	 
	 	(c)  	to the extent permitted by law, all other warranties, representations and
undertakings (whether express or implied and whether oral or in writing) made or given
by the Company or its employees, customers, agents or representatives are expressly
excluded.






	7.5  	Financial limits on Claims
	 
	   	The Vendor has no liability for a Claim for a breach of any Warranty:






	 	(a)  	unless the amount of the Claim in respect of that breach is US$100,000 or more;
and
	 
	 	(b)  	until the aggregate of all Claims of US$100,000 or more for breach of the
Warranties under this agreement exceeds US$1,000,000, in which event the Purchaser may
claim the whole amount.






	7.6  	Time limits on Claims
	 
	   	Subject to Clause 7.12, the Vendor has no liability for breach of any Warranty unless:






	 	(a)  	in the case of a Claim relating to any Warranty other than Warranty 8, the
Purchaser has given written notice of the Claim to the Vendor under clause 7.13 on or
before the date being 15 months after the Completion Date; and




	 	 	 
	 
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	 	(b)  	in the case of a Claim relating to Warranty 8, the Purchaser has given written
notice of the Claim to the Vendor under clause 7.13 on or before the seventh
anniversary of the Completion Date; and
	 
	 	(c)  	in either case, unless the Claim has been settled or legal proceedings in a
court of competent jurisdiction in respect of the Claim have been commenced by the
Purchaser against the Vendor within 1 year of the Claim being notified by the Purchaser
under clause 7.13.






	7.7  	Other limits on Claims
	 
	   	The liability of the Vendor in respect of any Claim for breach of any Warranty is
reduced or extinguished (as the case may be) to the extent that:






	 	(a)  	the Claim has arisen as a result of or in consequence of any voluntary act,
omission, transaction or arrangement of or on behalf of the Purchaser after Completion;
or
	 
	 	(b)  	the Claim is as a result of or in respect of, or where the Claim arises from,
any increase in the rate of Tax liable to be paid or any imposition of Tax not in
effect at the date of this agreement; or
	 
	 	(c)  	the Purchaser has not complied with clause 7.14; or
	 
	 	(d)  	the Claim occurs or is increased as a result of legislation not in force or in
effect at the date of this agreement; or
	 
	 	(e)  	the Claim occurs as a result of a change after the date of this agreement in
any law or interpretation of law; or
	 
	 	(f)  	the Purchaser is aware of any fact, matter or thing that it should reasonably
know constitutes, or would be reasonably expected with the lapse of time to constitute,
a breach of that Warranty.






	7.8  	Maximum aggregate liability for Claims
	 
	   	Subject to clause 7.12, the maximum aggregate liability of the Vendor (including legal
costs and expenses incurred in defending a Claim from a third party), as a result of Claims
for breach of the Warranties under any of the Transaction Documents is limited to the
Transaction Consideration..
	 
	7.9  	Transaction Consideration not known
	 
	   	If the final amount of the Transaction Amount is not known at any relevant time in
relation to a Claim for breach of the Warranties under the Transaction Documents, the
liability of the Vendor is not limited in respect of any such Claim to the amount of the
Transaction Consideration at that time, but to the Transaction Consideration when it is
finally known.
	 
	7.10  	Vendor Indemnity where Transaction Consideration not known
	 
	   	In the event that the Transaction Consideration at the time of the determination of any
Claim for breach of the Warranties under the Transaction Documents is less than the amount
that the Purchaser would have been entitled but for the Transaction Consideration not being
finally known (Known Transaction Consideration), the Vendor undertakes to the Purchaser to
keep the Purchaser at all times fully and effectively indemnified for the difference between
the amount that the Purchaser would have been entitled but for the Transaction Consideration
not being finally known and the Known Transaction Consideration, up to the amount of the
Transaction Consideration when it is finally known.


 

	 	 	 
	 
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	7.11  	Purchaser Indemnity where Transaction Consideration not known
	 
	   	In the event that the Transaction Consideration at the time of the determination of any
Claim for breach of the Warranties under the Transaction Documents is more than the Known
Transaction Consideration, the Purchaser undertakes to the Vendor to keep the Vendor at all
times fully and effectively indemnified for the difference between the amount of the Known
Transaction Consideration and the amount that the Purchaser would have been entitled, but
for the Transaction Consideration not being finally known.
	 
	7.12  	Exclusions of limitations
	 
	   	The limitations in:






	 	(a)  	Clauses 8.5, 8.6 (a) or (b) and 8.8 do not apply where there has been fraud,
dishonesty or wilful concealment on the part of the Vendor or anyone acting on behalf
of the Vendor;
	 
	 	(b)  	Clauses 8.5, 8.6(a) and 8.6(b) do not apply to a Claim relating to Warranties
1, 2, 3 or 10; and
	 
	 	(c)  	Clause 8.6(a) does not apply to any claim which arises from or is connected to
prosecution by a Governmental Authority.






	7.13  	Notice of potential Claim
	 
	   	If the Purchaser becomes aware of anything which is or may be reasonably likely to give
rise to a Claim under this clause 7 it must notify the Vendor in writing, within 10 Business
Days after it has first come to the Purchaser’s attention (Claim Notice), setting out the
act, matter or thing relied on as giving rise to the Claim, the Warranty the subject of the
Claim and all relevant details of the Claim in so far as they are available to the
Purchaser.
	 
	7.14  	Conduct of third party Claims






	 	(a)  	The Vendor, subject to this clause 7.14 and clause 7.17, are in respect of an act,
matter or thing notified by the Purchaser under clause 7.13, where that act, matter or
thing relates to an actual or threatened Claim from a third party, entitled to elect by
written notice given to the Purchaser within 10 Business Days of receipt of a Claim
Notice to:






	 	(i)  	take over the conduct of the Claim; and
	 
	 	(ii)  	take such actions as the Vendor may decide about it, including
the right to negotiate, defend and/or settle the Claim and to recover costs
incurred as a consequence of the Claim from any person.






	 	(b)  	Where the Vendor takes over the conduct and/or defence of any claim under this
clause 7.14, the Vendor must:






	 	(i)  	afford the Purchaser the opportunity to consult with the Vendor
on all matters of significance for the goodwill of the Business; and
	 
	 	(ii)  	at reasonable and regular intervals provide the Purchaser with
written reports concerning the conduct, negotiation, control, defence and/or
outcome or settlement of the Claim.






	 	(c)  	The Purchaser must, and must procure that the Company must, provide the Vendor
with access to (with the right to take copies) and make available to the Vendor all
relevant personnel, relevant documents, books and records reasonably required for the
purpose of the conduct of any Claim under clause 7.14(a).




	 	 	 
	 
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	7.15  	Rights of the Purchaser
	 
	   	If the Purchaser gives the Vendor a Claim Notice under clause 7.13 and the Vendor does
not elect to take over the control of a Claim under clause 7.14, the Purchaser may take such
actions as the Purchaser may decide about it, including the right to negotiate, defend
and/or settle the Claim and to recover costs incurred as a consequence of the Claim from any
person, if:






	 	(a)  	the Purchaser at reasonable and regular intervals provides the Vendor with
written reports concerning the conduct, negotiation, control, defence and/or settlement
of the Claim and must not settle the Claim without the prior approval of the Vendor
which must not be unreasonably withheld;
	 
	 	(b)  	the Purchaser affords the Vendor the opportunity to consult with the Purchaser
on matters of significance in relation to the conduct, negotiation and settlement of
the Claim; and
	 
	 	(c)  	the Vendor renders to the Purchaser, at the Purchaser’s expense, all such
assistance as the Purchaser may reasonably require in disputing any Claim.






	7.16  	Costs indemnity
	 
	   	The Vendor indemnifies the Purchaser and the Company against all Liabilities incurred
by, or awarded against, the Purchaser or the Company arising out of the conduct of the
Vendor under clause 7.14 or acts required or requested of the Purchaser or the Company in
respect of the same, as and when they fall due, including reasonable legal costs and
disbursements of the Purchaser’s lawyers and the Company’s lawyers.
	 
	7.17  	Security for costs






	 	(a)  	If the Vendor intends to, or takes control of, a Claim under clause 7.14, the
Purchaser is entitled to require that the Vendor provide Security to the Purchaser or
the Company (as the case may be) (Claimee).
	 
	 	(b)  	The Purchaser is entitled to require that Security is provided at any time on
written notice to the Vendor (Notice). Subject to sub clauses 7.17(d) and (f), the
Notice must specify the amount and terms of the Security required by the Purchaser.
	 
	 	(c)  	The Vendor’s entitlement to take over the control of a Claim under clause 7.14,
or continue to control a Claim ceases immediately if it fails to provide the Security
within 10 business days of the Notice.
	 
	 	(d)  	For the purpose of this clause 7.17, the Security must be cash or in
immediately available funds and on terms reasonably satisfactory to the Purchaser.
	 
	 	(e)  	The Claimee is entitled to use the Security to pay any Liability arising out of
or in relation to the Claim.
	 
	 	(f)  	Any Security required by the Purchaser under this clause 7.17 shall not exceed
the amount reasonably necessary to secure the obligations of the Vendor under clause
7.16.
	 
	 	(g)  	If the Vendor and the Purchaser do not agree any matter or amount referred to
in this clause 7.17, then the matter in dispute must be referred at the request of
either the Vendor or the Purchaser to the Costs Assessor for decision.
	 
	 	(h)  	The Costs Assessor is to be appointed by agreement between the Vendor and the
Purchaser or, in default of agreement within 14 days of a request by either the Vendor
or the Purchaser, by the President for the time being of the Law Society of New South
Wales.
	 
	 	(i)  	The Costs Assessor will act as an expert and not as an arbitrator and his or
her decision will be final and binding on the parties.




	 	 	 
	 
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	 	(j)  	The fees of the Costs Assessor will be borne by the Vendor.






	7.18  	Warranty payments
	 
	   	Any payment made in respect of a Claim for breach of a Warranty is deemed to be a
reduction in the Purchase Price.
	 
	7.19  	Benefits or credits received by the Company or the Purchaser
	 
	   	If any payment in respect of a Claim under the Warranties is made to the Purchaser by
or on behalf of the Vendor and after the payment is made the Purchaser or the Company
receives any benefit or credit in relation to the subject matter of the Claim (including
payment under any insurance policy), then the Purchaser:






	 	(a)  	must immediately notify the Vendor of the benefit or credit; and
	 
	 	(b)  	pay to the Vendor an amount equal to the amount (net of expenses and Tax) of
the benefit or credit received by the Purchaser or the Company (as the case may be).






	7.20  	Meaning of Vendor’s knowledge
	 
	   	Where any Warranty is qualified by the expression ‘as far as the Vendor is aware’ or
any similar expression that statement is taken to include an additional statement that it
has been made after due and careful enquiry.
	 
	7.21  	Taxation indemnity






	 	(a)  	The Vendor undertakes to the Purchaser to keep the Purchaser and the Company at all
times fully and effectively indemnified from and against any liability for Tax of the
Company arising on or before Completion or arising after Completion and wholly or
partly attributable to any event occurring on or before Completion.
	 
	 	(b)  	The Vendor has no liability under clause 7.21(a) unless the Purchaser has given
written notice of the Claim to the Vendor under clause 7.10 on or before the seventh
anniversary of the Completion Date.
	 
	 	(c)  	The limitation in clause 7.21(b) does not apply where there has been fraud,
dishonesty or wilful concealment on the part of the Vendor or anyone acting on behalf
of the Vendor.
	 
	 	(d)  	For the avoidance of doubt, the Vendor may elect to take over the conduct of a
Claim and take such actions as the Vendor may decide in relation to a Claim under
clause 8.11 upon receipt of a Claim Notice from the Purchaser pursuant to clause 7.10
but subject to the requirements of clauses 7.14 to 7.17 inclusive.






	7.22  	Trade Practices Act
	 
	   	To the extent permitted by law, the Purchaser agrees not to make, and waives any right
it may have to make, any claim against the Vendor or any Associate of the Vendor under
section 52 of the Trade Practices Act 1974 (Cth) or the corresponding provision of any State
or Territory enactment.
	 
	7.23  	Financial forecasts
	 
	   	The parties acknowledge and agree that the Warranties do not apply to any financial
forecasts, projections, opinions of future performance or other statements relating to
financial prospects of the Company that have been provided by the Vendor or an Associate of
the Vendor. No warranty is given or representation made that any such financial forecast,
projection or opinion will be met or achieved. Any such information that has been provided
to the Purchaser was provided for information purposes only.




	 	 	 
	 
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	8.  	GST
	 
	8.1  	Interpretation
	 
	   	In this clause 8, a word or expression defined in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
	 
	8.2  	GST gross up
	 
	   	If a party makes a supply under or in connection with this agreement in respect of
which GST is payable, the consideration for the supply but for the application of this
clause 8.2 (GST exclusive consideration) is increased by an amount equal to the GST
exclusive consideration multiplied by the rate of GST prevailing at the time the supply is
made.
	 
	8.3  	Reimbursements
	 
	   	If a party must reimburse or indemnify another party for a loss, cost or expense, the
amount to be reimbursed or indemnified is first reduced by any input tax credit the other
party is entitled to for the loss, cost or expense, and then increased in accordance with
clause 8.2.
	 
	8.4  	Tax invoice
	 
	   	A party need not make a payment for a taxable supply made under or in connection with
this agreement until it receives a tax invoice for the supply to which the payment relates.
	 
	9.  	Notices and other communications
	 
	9.1  	Service of notices
	 
	   	A notice, demand, consent, approval or communication under this agreement (Notice) must
be:






	 	(a)  	in writing, in English and signed by a person duly authorised by the sender;
and
	 
	 	(b)  	hand delivered or sent by prepaid post or facsimile to the recipient’s address
for Notices specified in the Details, as varied by any Notice given by the recipient to
the sender.






	9.2  	Effective on receipt
	 
	   	A Notice given in accordance with clause 9.1 takes effect when taken to be received (or
at a later time specified in it), and is taken to be received:






	 	(a)  	if hand delivered, on delivery;
	 
	 	(b)  	if sent by prepaid post, the second Business Days after the date of posting (or
the seventh Business Day after the date of posting if posted to or from a place outside
Australia);
	 
	 	(c)  	if sent by facsimile, when the sender’s facsimile system generates a message
confirming successful transmission of the entire Notice unless, within eight Business
Hours after the transmission, the recipient informs the sender that it has not received
the entire Notice,






	   	but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on
a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.
	 
	10.  	Miscellaneous
	 
	10.1  	Alterations
	 
	   	This agreement may be altered only in writing signed by each party.




	 	 	 
	 
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	10.2  	Approvals and consents
	 
	   	Except where this agreement expressly states otherwise, a party may, in its discretion,
give conditionally or unconditionally or withhold any approval or consent under this
agreement.
	 
	10.3  	Assignment
	 
	   	A party may only assign this agreement or a right under this agreement with the prior
written consent of each other party.
	 
	10.4  	Costs
	 
	   	Each party must pay its own costs of negotiating, preparing and executing this agreement.

	 
	10.5  	
 Stamp duty
	 
	   	Any stamp duty, duties or other taxes of a similar nature (including fines, penalties
and interest) in connection with this agreement or any transaction contemplated by this
agreement, must be paid by the Purchaser.
	 
	10.6  	Survival
	 
	   	Any indemnity or any obligation of confidence under this agreement is independent and
survives termination of this agreement. Any other term by its nature intended to survive
termination of this agreement survives termination of this agreement.
	 
	10.7  	Counterparts
	 
	   	This agreement may be executed in counterparts. All executed counterparts constitute
one document.
	 
	10.8  	No merger
	 
	   	The rights and obligations of the parties under this agreement do not merge on
completion of any transaction contemplated by this agreement.
	 
	10.9  	Entire agreement
	 
	   	This agreement constitutes the entire agreement between the parties in connection with
its subject matter and supersedes all previous agreements or understandings between the
parties in connection with its subject matter, including the memorandum of understanding
between Beviron Pty Limited, the Purchaser and the Vendor dated 1 December 2004.
	 
	10.10  	Further action
	 
	   	Each party must do, at its own expense, everything reasonably necessary (including
executing documents) to give full effect to this agreement and any transactions contemplated
by it.
	 
	10.11  	Severability
	 
	   	A term or part of a term of this agreement that is illegal or unenforceable may be
severed from this agreement and the remaining terms or parts of the term of this agreement
continue in force.
	 
	10.12  	Waiver
	 
	   	A party does not waive a right, power or remedy if it fails to exercise or delays in
exercising the right, power or remedy. A single or partial exercise of a right, power or
remedy does not prevent another or further exercise of that or another right, power or
remedy. A waiver of a right, power or remedy must be in writing and signed by the party
giving the waiver.
	 
	10.13  	Relationship
	 
	   	Except where this agreement expressly states otherwise, it does not create a
relationship of employment, trust, agency or partnership between the parties.




	 	 	 
	 
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	10.14  	Governing law and jurisdiction
	 
	   	This agreement is governed by the law of New South Wales and each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.




	 	 	 
	 
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Schedule 1 - Details of the Company









	 	 	 
	Name and Registration No.:

	 	ARBUTUS HOLDING LTD. (NO. 497003)
	 
	 	 
	Registered office:

	 	Midocean Management and Trust Services (BVI) Limited
	 
	 	 
	

	 	9 Columbus Centre, Road Town, Tortola, British Virgin Islands
	 
	 	 
	Date of incorporation/
registration:

	 	23 May 2002
	 
	 	 
	Share capital:

	 	US$1 comprising 1 fully-paid ordinary shares.
	 
	 	 
	Directors:

	 	Beverly BARTLETT
	 
	 	 
	Secretaries:

	 	Allison SNETSINGER






	 	 	 
	 
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Schedule 2 – Warranties









Warranty 1 – Vendor





	1.1  	The Vendor has full authority and all necessary consents to enter into and perform this
agreement and, when executed, this agreement will constitute binding obligations on the Vendor
in accordance with its terms.
	 
	1.2  	The sale of the Shares under this agreement will not:






	 	(a)  	impose any Encumbrance on the Vendor; or
	 
	 	(b)  	put the Vendor in breach of any obligation or agreement by which it is bound.






	1.3  	No:






	 	(a)  	meeting has been convened, resolution proposed, petition presented or order
made for the winding up of the Vendor;
	 
	 	(b)  	receiver, receiver and manager, provisional liquidator, liquidator or other
officer of the Court has been appointed in relation to all or any material assets of
the Vendor; or
	 
	 	(c)  	mortgagee has taken, attempted or indicated an intention to exercise its rights
under any security of which the Vendor is the mortgagor or chargor.





Warranty 2 – Company





	 	No:  	 
	 
	 	(a)  	meeting has been convened, resolution proposed, petition presented or order
made for the winding up of the Company;
	 
	 	(b)  	receiver, receiver and manager, provisional liquidator, liquidator or other
officer of the Court has been appointed in relation to all or any material assets of
the Company;
	 
	 	(c)  	mortgagee has taken, attempted or indicated an intention to exercise its rights
under any security of which the Company is the mortgagor or chargor; or
	 
	 	(d)  	directors of the Company are directors or shareholders of the Vendor.





Warranty 3 – Share capital





	3.1  	The share capital of the Company set out in Schedule 1:






	 	(a)  	comprises the entire share capital of the Company; and
	 
	 	(b)  	is fully paid.






	3.2  	The Vendor:






	 	(a)  	is the registered and beneficial owner of the Shares; and
	 
	 	(b)  	has complete power and right to sell those shares to the Purchaser.






	3.3  	As at Completion there will be no option, right to acquire or Encumbrance over or affecting
the Shares or any of them.




	 	 	 
	 
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	3.4  	No person is entitled, or has claimed to be entitled, to require the Company to issue any
share capital either now or at any future date (whether contingently or not). There are no
agreements in force under which any person is or may be entitled to, or has the right to call
for the issue of, any shares in the Company or securities convertible into or exchangeable for shares in the Company. The Company has not given, granted or agreed to grant any option or
right (whether contingent or not) in respect of its unissued shares.
	 
	3.5  	Except as stated in the schedules to this agreement, the Company does not hold or
beneficially own any securities of any other corporation or has agreed to acquire any
securities of any other corporation.
	 
	3.6  	The Company is not the holder of any rights or options to subscribe for, purchase or acquire
any shares, securities, partnership interest or joint venture interest in any other entity.
	 
	3.7  	The Company is not, and has not agreed to become, a member of any partnership or other
unincorporated association, joint venture or consortium (excluding recognised trade
associations).





Warranty 4 – Information





	4.1  	The details relating to the Company set out in Schedule 1 is complete and accurate.
	 
	4.2  	As far as the Vendor is aware, all information given by or on behalf of the Vendor to the
Purchaser relating to the Company including that contained in the Disclosure Letter and Due
Diligence Material is true, complete and accurate in all material respects and none of that
information is misleading in any material respect, whether as a result of the inclusion of
misleading information or the omission of material information or both.
	 
	4.3  	The Vendor is not aware of any circumstances which might reasonably be expected to have a
material adverse effect on either:






	 	(a)  	the financial position or assets of the Company; or
	 
	 	(b)  	the value of the Shares.






	4.4  	All information which the Vendor knows or could reasonably be expected to know and which
would be reasonably likely to affect the Purchaser’s decision to purchase the Shares on the
terms and conditions of this agreement, has been fully disclosed to the Purchaser in writing.





Warranty 5 – Financial





	5.1  	The Company has no assets of any kind other than the UBS Debt or liabilities of any kind
other than the Arbutus Debt.
	 
	5.2  	The Company has not carried on any business since the date of its incorporation other than to
own the UBS Debt. The Company has not employed any person since the date of its
incorporation. The Company will not commence to carry on any other business or employ any
person before the Completion Date.
	 
	5.3  	The Company is the legal and beneficial owner of the UBS Debt which is due and owing and not
subject to any set-off claims.
	 
	5.4  	None of the property, assets, undertaking or uncalled capital of the Company is subject to
any Encumbrance.
	 
	5.5  	No person has given a guarantee or indemnity or is otherwise a surety in respect of the
Company.




	 	 	 
	 
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Warranty 6 – Records





	6.1  	As far as the Vendor is aware, the Records:






	 	(a)  	have been fully, properly and accurately kept and completed and are in the
possession or control of the Company; and
	 
	 	(b)  	do not contain material inaccuracies or discrepancies of any kind.






	6.2  	The constitution of the Company given to the Purchaser’s solicitors is its constitution and
is complete and accurate in all respects.
	 
	6.3  	All the records and systems (including computer systems) and all data and information of the
Company are recorded, stored, maintained, operated or held exclusively by the Company. They
are not wholly dependent on any facilities or means (including any electronic, mechanical or
photographic process, computerised or otherwise) which are not under the exclusive ownership
and control of the Company. Any records for which the Company is partly dependent on
facilities or means not under its exclusive ownership and control, may be obtained on the
provision of reasonable notice at reasonable costs (eg photocopying, postage, shipping etc).





Warranty 7  – Litigation





	7.1  	There is:






	 	(a)  	no material Claim threatened or pending by or against the Company; or
	 
	 	(b)  	as far as the Vendor is aware, no material fact, matter or circumstance likely
to give rise to any Claim or Liability against the Company.






	7.2  	There are no material unsatisfied or outstanding judgments, orders or awards affecting the
Company.
	 
	7.3  	The Company is not currently involved in any material legal proceedings.





Warranty 8 – Tax





	8.1  	In Warranty 8:
	 
	   	Tax Law means any law in relation to any Tax.
	 
	   	Tax Authority means any government, semi-government, administrative, municipal,
statutory, fiscal or judicial body, department, commission, authority, tribunal, agency,
entity or person responsible for the collection of any Tax or administration of any Tax Law.





Taxation liabilities





	8.2  	All Tax of any nature whatsoever whether of the British Virgin Islands or elsewhere for which
the Company is liable or for which the Company is liable to account has been duly paid.
	 
	8.3  	The Company is not, nor will it in the future become, subject to any Taxes on or in respect
of or by reference to its profits, gains, income, sales, disposals or deemed disposals of or
transactions in relation to assets, inventory, or other property for any period up to
Completion.





Deductions





	8.4  	The Company has complied with all of its obligations under any statutory provisions requiring
the deduction or withholding of Tax from amounts paid by the Company, whether on its own
behalf or as agents, and has properly accounted for any Tax so deducted or withheld to any Tax
Authority (other than amounts which have yet to become payable).




	 	 	 
	 
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Tax returns





	8.5  	All necessary information, notices, elections, computations and returns in respect of the Tax
obligations of the Company have been lodged or filed with the appropriate Tax Authority in
accordance with applicable laws and within the prescribed time.
	 
	8.6  	No Tax return, election or notice lodged or filed by the Company contains either of the
following:






	 	(a)  	a false or misleading statement or omits to refer to a matter which is required
to be included or without which the statement is false or misleading; or
	 
	 	(b)  	a material error or a material omission relating to the assessment of a Tax
liability of the Company.






	8.7  	The Company has maintained sufficient records to support all returns lodged or filed relating
to Taxes and to comply with any relevant Tax Law.





Penalties and Interest





	8.8  	The Company has not paid or become liable to pay, nor, as far as the Vendor is aware, are
there any circumstances by reason of which the Company will become liable to pay, any penalty,
fine, surcharge or interest whether charged by virtue of the provisions of any law relating to
Tax.





BVI residence





	8.9  	The Company is and has since its date of incorporation been resident in the British Virgin
Islands for Tax purposes.





Tax avoidance





	8.10  	The Company has not been involved in any transaction or series of transactions which, or any
part of which, may for any Tax purposes be disregarded or reconstructed by reason of any
motive to avoid, reduce or delay a possible liability to Tax.





Stamp duty and other Taxes





	8.11  	All stamp duty and other Tax payable in respect of every agreement, document or transaction
to which the Company is or has been a party or by which the Company derives, or has derived, a
substantial benefit has been duly paid.





Warranty 9 – Compliance with statutory requirements





	9.1  	As far as the Vendor is aware:






	 	(a)  	the Company holds all statutory leases, licences, consents, approvals and
authorisations necessary for it to hold;
	 
	 	(b)  	the Company has complied with the terms of those leases, licences, consents,
approvals and authorisations; and
	 
	 	(c)  	there are no facts which could prejudice renewal or lead to revocation or
variation in any material respect of those leases, licences, consents, approvals and
authorisations.
	 
	 	(d)  	The Company has complied at all times with all current laws and codes of
practice concerning all matters pertaining to its affairs.






	9.2  	There are no outstanding notices or orders affecting the Company and the Vendor is not aware
of any circumstance which may reasonably result in the imposition of any such notice or order.




	 	 	 
	 
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	9.3  	As far as the Vendor is aware, there have not been and are not pending, or in existence, any
investigations or enquiries by, or on behalf of, any Governmental Authority in respect of any
of the affairs of the Company.
	 
	9.4  	The Company has not paid any commission or made any payment whether to secure business or
otherwise, to any person, firm or company which in the hands of such person, firm or company
would, in accordance with the relevant law be illegal.
	 
	9.5  	As far as the Vendor is aware, no director, officer, agent, employee or other person acting
on behalf of the Company has been party to the use of any assets of the Company for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to any activity,
including any political activity, or to the establishment or maintenance of any unlawful or
unrecorded fund of monies or other assets, or to the making of any false or fictitious entries
in the books or records of the Company, or to the making of any unlawful payment.





Warranty 10 – Related party contracts





	10.1  	The Company is not a party to any contract or arrangement in which the Vendor or any
Associate of the Vendor is interested, directly or indirectly, nor has there been any such
contract or arrangement at any time since the incorporation of the Company.
	 
	10.2  	The Company is not a party to, nor have its profits or financial position been affected by,
any contract or arrangement which is not of an entirely arms length nature.
	 
	10.3  	Neither the Vendor nor any Associate of the Vendor is a party to any outstanding agreement or
arrangement for the provision of finance, goods, services or other facilities to or by the
Company or in any way relating to the Company or its affairs. No amount has been paid pursuant
to any such agreement or arrangement.
	 
	10.4  	In this Warranty 10, Associate has the meaning given to that term by section 318 of the
Income Tax Assessment Act 1936 (Australia).




	 	 	 
	 
	Minter Ellison | Ref: JSTH:AWDA 20-4747684

	 	Share sale agreement | page 24






 









 











Signing page









	 	 	 
	EXECUTED as an agreement.
	 	 
	 
	 	 
	Executed by Ivanhoe Mines Ltd. by its attorney
Sebastian Hempel under power of attorney dated 3
February 2005 in the presence of
	 	 
	 
	 	 
	“Sean Stabb”

	 	“Sebastian Hempel”
	 

	 	 
	Signature of witness

	 	Sebastian Hempel
	 
	 	 
	Sean Stabb
	 	 
	
Name of witness (print)
	 	 
	 
	 	 
	Executed by Dominant Holdings AG by its attorneys
Paul Whitehead and Thomas Girgensohn under power of
attorney dated 3 February 2005 in the presence of
	 	 
	 
	“Thomas Girgensohn”

	 	“Paul Whitehead”
	 

	 	 
	Signature of witness

	 	Paul Whitehead
	 
	 	 
	Thomas Girgensohn
	 	 
	 

	 	 
	Name of witness (print)

	 	Thomas Girgensohn






	 	 	 
	 
	Minter Ellison | Ref: JSTH:AWDA 20-4747684

	 	Share sale agreement | page 25