ASSET SALE AGREEMENT


 


DATE


 


THIS AGREEMENT
is made on 7th March 2013 between;


 


PARTIES


 


Novagen Solar Inc. of
9120 Diamond Blvd, Suite 2227, Reno NV
89521 USA


(Purchaser)


And;


Misal Technologies Pty Ltd.
Of 47 Wonga Road, North Ringwood, Victoria 3134 Australia (Vendor)


 


RECITALS


 


	A	The Vendor owns and uses the Assets in its Business,
	 	 
	B	The Vender has agreed to -sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of this agreement.


 


AGREEMENT


 


THE PARTIES AGREE THAT:


 


	1	INTERPRETATION.
	 	 	 	 
	 	1.1	Definitions
	 	 	 	 
	 	 	In this agreement, unless the subject or the context otherwise requires:
	 	 	 	 
	 	 	(a)	'ASSETS' means the assets as described in item 3 of the schedule;
	 	 	 	 
	 	 	(b)	‘COMPLETION DATE' means the date specified In item 4 of the schedule or such other date as agreed .in writing between the Vendor and the Purchaser;
	 	 	 	 
	 	 	(c)	'PURCHASER’ means the person so described in Item 2 Of the schedule; .
	 	 	 	 
	 	 	(d)	'PURCHASE PRICE’ means the price as specified in item 5 of the schedule;
	 	 	 	 
	 	 	(e)   	'VENDOR’ means the parson so described in item 2 of the schedule.
	 	 	 	 
	 	1.2	Construction
	 	 	 	 
	 	 	In this agreement, unless the subject or the content otherwise reguires:
	 	 	 	 
	 	 	(a)	words importing the singular include the plural end vice versa;
	 	 	 	 
	 	 	(b)	words importing one gender include the other gender;
	 	 	 	 
	 	 	(c)	a reference to any party or other person includes that person's successors and permitted assigns;
	 	 	 	 
	 	 	(d)	a reference to a statute, ordinance or ether legislation includes any amendment, replacement or re-enactment for the time being in force and includes all regulations, by-laws and statutory instruments made thereunder;
	 	 	 	 



    	 



    	 



    

 


	 	 	(e)	a reference to this or any other document includes a reference to that document as amended, supplemented novated or replaced from time to time;
	 	 	 	 
	 	 	(f)	a reference to a recital, clause or schedule is a reference to a recital, clause or schedule of this agreement; 
	 	 	 	 
	 	 	(g)	a reference to writing includes all means of reproducing words in a tangible and permanently visible form;
	 	 	 	 
	 	 	(h)	a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, sole partnership, government or governmental subdivision or agency, association, cooperative and any other legal or commercial entity or undertaking;
	 	 	 	 
	 	 	(i)	the headings in this agreement do not affect its interpretation; and
	 	 	 	 
	 	 	(j)	the recitals and the schedule form part of this agreement.
	 	 	 	 
	2	CONDITION PRECEDENT
	 	 	 	 
	 	2.1	The Purchaser will have no obligation to complete unless and until each of the conditions set out in item 7 of the schedule are satisfied (or waived In writing by the Purchaser).
	 	 	 	 
	 	2.2	If any of the conditions contained In Clause 2.1, are not satisfied or waived in writing by the Purchaser within seven days before the Completion Date, the Purchaser may terminate this agreement by giving written notice to the Vendor at least two days before the Completion Date, if the Purchaser fails to give such notice of termination, the conditions contained in Clause 2.1 are waived.
	 	 	 	 
	3	SALE AND PURCHASE
	 	 	 	 
	 	3.1	The Vendor agrees to sell and the Purchaser agrees to buy from the Vendor all the Vendor’s right, title and interest in the Assets for the Purchase Price.
	 	 	 	 
	4	PURCHASE PRICE
	 	 	 	 
	 	4.1	The Purchase Price is payable on the Completion Date
	 	 	 	 
	 	4.2	Any money payable in accordance with this agreement will be made or tendered in Australian currency either in cash or by a draft or cheque drawn by a bank as defined by the Banking Act 1959.
	 	 	 	 
	5	OBLIGATIONS OF VENDOR
	 	 	 	 
	 	5.1	Until the Completion Date the Vendor will inform and keep the Purchaser informed of any matter which materially affects the Business and will consult the Purchaser before taking any action in respect of soon matter.
	 	 	 	 
	 	5.2	The Vendor agrees that until the Completion Date it will not, except where such action or activity is in the ordinary course of business:
	 	 	 	 



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	 	 	(a)	enter into any abnormal or unusual transections relating to or adversely affecting any or all of the Assets;
	 	 	 	 
	 	 	(b)	incur any liabilities in relation to any or all of the Assets;
	 	 	 	 
	 	 	(c)	grant or agree to grant any encumbrance ever any or all of the Assets.
	 	 	 	 
	6	PROPERTY AND POSSESSION
	 	 	 	 
	 	6.1	Possession of the Assets will be given to the Purchaser on the Completion Date.
	 	 	 	 
	 	6.2	Property in the Assets will pass to the Purchaser upon payment in full of the Purchase Price.
	 	 	 	 
	 	6.3	Until the Completion Date all Assets are at the risk of the Vendor.
	 	 	 	 
	7	ACTION AT COMPLETION
	 	 	 	 
	 	7.1	The Vendor will on the Completion Date:
	 	 	 	 
	 	 	(a)	deliver such of the Assets as are capable of delivery to the Purchaser or to such location as directed in writing by the Purchaser;
	 	 	 	 
	 	 	(b)	deliver to the Purchaser all instruments of transfer, assignments, conveyances and any other documents executed by the Vendor which are reasonably required by the Purchaser to transfer, assign or convey each of the Assets to the Purchaser; and
	 	 	 	 
	 	 	(c)	do all such other acts and things and execute all such other documents, (which will be in a form reasonably acceptable to the Purchaser) as may be necessary or desirable to be done or executed in order to transfer, assign or convey the Assets to the Purchaser.
	 	 	 	 
	8	VENDOR’S WARRANTIES
	 	 	 	 
	 	8.1	The Vendor warrants that the Assets:
	 	 	 	 
	 	 	(a)	are the Vendor's sole and absolute property and are not subject to any encumbrance;
	 	 	 	 
	 	 	(b)	will be in substantially the same state and condition (fair wear add tear excepted) at the Completion Date as at the date of this agreement.
	 	 	 	 
	9	GST
	 	 	 	 
	 	9.1	GST definitions
	 	 	 	 
	 	 	For the purpose of this Clause 9:
	 	 	 	 
	 	 	(a)	'GST' means GST within the meaning of the GST Act;
	 	 	 	 
	 	 	(b)	‘GST Act’ means the A New Tax System (Goods and Services Tax) Act 1999 (as amended);
	 	 	 	 
	 	 	(c)	expressions set out in italics in this clause bear the same meaning as these expressions in the GST Act.
	 	 	 	 
	 	9.2	Amounts otherwise payable do not Include GST
	 	 	 	 
	 	 	To the extent that a party makes a taxable supply in connection with this agreement, except where express provision is made to the contrary, and subject



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	 	 	to this Clause 9, the consideration payable by a party under this agreement represents the value of the taxable supply for which payment is made.
	 	 	 	 
	 	9.3	Liability to pay GST
	 	 	 	 
	 	 	Subject to Clause 9.5, if a party makes a taxable supply in connection with this agreement for a consideration which under Clause 9.3 represents its value, then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply. 
	 	 	 	 
	 	9.4	Tax Invoice.
	 	 	 	 
	 	 	A party's right to payment under Clause 9,4 Is subject to a valid tax being delivered to the party liable to pay for the taxable supply;
	 	 	 	 
	 	9.5	Vendor to provide information for sales fast credits
	 	 	 	 
	 	 	The Vendor must make available to the Purchaser such information that allows the Purchaser to calculate any special credits In respect of sales tax paid on stack, to which the Purchaser is entitled.
	 	 	 	 
	 	9.6	GST warranties
	 	 	 	 
	 	 	If, in connection with this agreement, rights or benefits under or in connection with any other agreement are conferred on the Purchaser, or if obligations owed under any other agreement are assumed by the Purchaser, including assumption or conferral by way of assignment or novation, the Vendor warrants that, if any GST is liable to be paid in connection with any taxable supply made by the Purchaser under that other agreement (including that other agreement as assigned or novated), the Purchaser is or will be entitled to recover from the party required to pay for the taxable supply, an amount so that after meeting any liability to pay GST, the Purchaser retains the same amount as if GST was not payable in connection with the taxable supply.
	 	 	 	 
	 	9.7	Indemnity
	 	 	 	 
	 	 	The Vendor agrees to: keep the Purchaser indemnified against all loss, liability or expense suffered by the Purchaser arising directly or indirectly from a breach of Clause 9.6.
	 	 	 	 
	10	MISCELLANEOUS
	 	 	 	 
	 	10.1	Further acts
	 	 	 	 
	 	 	Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this agreement if asked in writing by another party to do so.
	 	 	 	 
	 	10.2	Assignment
	 	 	 	 
	 	 	Neither the rights nor the obligations of any party under this agreement may be assigned, transferred, subcontracted or otherwise disposed of, in whole or in part, without the prior written consent of the other parties.



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	 	10.3	Waiver
	 	 	 	 
	 	 	No
    waiver by any party of any default in the strict and literal performance of or compliance with any provision; condition or
    requirement of this agreement is to be deemed to be
    a waiver of strict and literal performance of and compliance with any other provision, condition or requirement in
    this agreement, nor to be a waiver of or in any manner release any party from strict and literal performance
    of and compliance with any provision, condition or requirement in the future, nor will any delay or omission of any
    party to exercise any right in any manner impair the exercise of any such right accruing to such party thereafter.
	 	 	 	 
	 	10.4	Notice
	 	 	 	 
	 	 	Any
    notice, demand or other communication to be given or required to be made pursuant to this agreement is to
    be in writing and is to be given by post, facsimile or hand to a party at the party's address as set out in item 2
    of the schedule or at such other address or facsimile number as is notified by one party to the other.
	 	 	 	 
	 	10.5	Costs
	 	 	 	 
	 	 	Each
    party is responsible for its own costs In relation to the preparation and execution of this agreement.
	 	 	 	 
	 	10.6	Stamp
    duty
	 	 	 	 
	 	 	The
    Purchaser must bear and is responsible for all stamp duty on or in respect of:
	 	 	 	 
	 	 	(a)	this agreement;
	 	 	 	 
	 	 	(b)	the
    sale, purchase or assignment of any property or interest under this agreement; and
	 	 	 	 
	 	 	(c)	any
    instrument or transaction contemplated by this agreement.
	 	 	 	 
	 	10.7	Provisions
    severable
	 	 	 	 
	 	 	If
    any provision of this agreement is invalid, illegal or unenforceable in any respect the validity, legality and enforceability
    of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed from
    this agreement.
	 	 	 	 
	 	10.8	Governing
    Law
	 	 	 	 
	 	 	This
    agreement is governed by and construed in accordance with the laws of the State specified in item 6
    of the schedule and the parties irrevocably submit to the jurisdiction of
    the courts of that State.
	 	 	 	 
	 	10.9	Entire
    agreement
	 	 	 	 
	 	 	This
    agreement sets out the entire agreement and understanding between the parties with respect to the subject matter of this agreement
    and supersedes ail prior agreements, understandings and representation
	 	 	 	 



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EXECUTED
by the parties.


 


 


EXECUTED by


Misal
Technologies Pty ltd


ABN 28 006 314 629


by authority of its directors;


 


	/s/ Manfred Mayboehm	 	Manfred Mayboehm
	Signature of Director/Secretary* of Vendor	 	Name of Director of Vendor
	 	 	 
	M-D	 	 
	Office held	 	Office held


 


EXECUTED by


Novagen Sofar Inc


 


	/s/ Micheal Nugent	 	 
	Signature of Director/Secretary* of Purchaser	 	Signature of Director of Purchaser
	 	 	 
	CEO	 	 
	Office Held	 	Office Held
	 	 	 
	Micheal Nugent	 	 
	Name of Director/Secretary* of Purchaser	 	Name of Director of Purchaser
	 	 	 


 



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SCHEDULE


 


	ITEM 1	 	 
	 	 	 
	Date of Agreement:	 	7th day of March 2013
	 	 	 
	ITEM 2	 	 
	 	 	 
	Parties	Vendor:	Misal Technologies. Pty ltd
	 	 	ABN 28 006 314 629
	 	 	47 Wonga Road, North Ringwood. Vic 3134
	 	 	
        Facsimile 03 9876 8333 (the
        ‘Vendor’)

         

	 	 	 
	 	Purchaser:	
        Novagen Solar Inc.

         

	 	 	0120 Double Diamond Bh/d, Suite 2227
	 	 	Reno, NV 8PS21, United States of America
	 	 	(the ‘Purchaser’)
	 	 	 
	ITEM 3	 	 
	 	 	 
	Assets	 	Missal aircraft computerised hydraulic test station and associated intellectual property (the “asset”)
	 	 	 
	ITEM 4	 	 
	 	 	 
	Completion Date	 	on or before 29th March 2013
	 	 	 
	ITEM 5	 	 
	 	 	 
	Purchase Price	 	$2,000,000 (two million dollars) plus a royalty of 2.5% of the net profit resulting from the sale and service use of the asset for a period of 15 years
	 	 	 
	ITEM 6	 	 
	 	 	 
	Time and Governing Law	 	The State of Victoria, Australia
	 	 	 
	ITEM 7	 	 
	 	 	 
	Conditions precedent	 	
        This agreement Is subject
        to and conditional upon the Purchasers due diligence
        being satisfactory In all respects to
        the Purchaser within twenty-one days of the agreement date.

         



 


 



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