SHARE SALE & PURCHASE AGREEMENT

DATED[dgr1]  31stDecember 2019

SHARE SALE & PURCHASE AGREEMENT

Between

P & P Tourism Limited t/a All Tours Ireland

And

Inflightflix international limited

Dated 31st December 2019

PARTIES:

(1)        INFLIGHTFLIX INTERNATIONAL LIMITED of Shannon Airport House, Shannon Airport House, Shannon Industrial Estate, Shannon, Co, Clare, Ireland  (the “Buyer”)

(2)        Those Parties listed under Schedule 1 hereto (together, the “Sellers”)

WHEREAS:

            The above parties entered into a heads of terms on 31st December 2019 (“Effective Date”) and agreed in those terms that the Buyer would purchase and Sellers would sell the entire issued share capital (“Shares”) of P&P Tourism Limited (“Company”) under the terms and subject to the conditions this formal share acquisition agreement (“Agreement)”.

The parties agree as follows:

1. 1. In this Agreement the following expressions shall have the following meanings:

Agreement means this Agreement, including all its schedules and annexes, which have full effect as if they were incorporated in the body of this Agreement.

Constitution: means the constitution of the Company from time to time.

Companies Acts means the Companies Act 2014.

Completion means completion of the sale and purchase of the entire issued share capital of the Company.

Completion Date means the date of this Agreement.

Consideration means the purchase consideration for the Shares as specified in clause 3.1.

Encumbrance means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, any other encumbrance or security interest of any kind whatsoever and any other type of preferential arrangement (including title, transfer and retention arrangements) having similar or analogous effect.

Intellectual Property means any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, rights in software, design rights, rights in databases, moral rights, performance rights, know-how and any other intellectual property rights which subsist in designs, technical specifications, brands, concepts, strategies, symbols, signs, names, imagery, footage, identifying music or sounds, websites (including the “look and feel” of any websites), mobile and tablet applications, software and technology, locators/addresses identifying and/or providing access to any digital media, documents, guidelines and/or manuals.

As per the terms of the Heads, the Sellers agrees as legal and beneficial owner to sell and the Buyer agrees to purchase the Shares with effect from the Effective Date free from all Encumbrances[dgr2]  and with the benefit of all rights and advantages belonging or accruing to the Sale Shares which shall include by definition, and without limitation, all of the Intellectual Property of the Company which for the avoidance of any doubt shall include its website, its booking system as well as all customer contracts and contacts etc and for the Consideration.

The Consideration for the sale and purchase of the Shares shall be the sum of €1 (one Euro) payable on Completion by the Buyer to the Sellers.

• • Completion of the sale and purchase of the Sale Shares will take place on the Completion Date.
  • At Completion, the following shall happen:
    • The Sellers shall sell as full legal and beneficial owner the Shares to the Buyer free from Encumbrances for the Consideration;
    • The Buyer shall pay the Consideration to the Sellers;
  • At Completion, the Sellers shall deliver to the Buyer:
    • Duly executed share transfers in respect of the Shares;
    • [dgr3] (s) of resignation of the directors of the Company resigning with effect from the Completion Date containing an acknowledgement that the neither the directors nor the Sellers have any claim against the Company whatsoever.
  • The Buyer and the Sellers shall procure:
    • [dgr4]  a meeting of the Board is held at which, inter alia,
      • the share transfer referred to above is approved;
      • such persons as the Buyer may nominate are appointed as an additional Directors and Secretary with immediate effect;
      • all existing mandates for operation of the Company’s Bank Accounts are revoked and new mandates are issued giving authorities to such persons as the Buyer may nominate; and
      • the resignations referred to at clause 4.3.2 are accepted.
  • The Sellers agree to act in good faith prior to and following Completion to promptly hand over to the Buyer whatever information is reasonably required in order for the Buyer to run the business of the Company following Completion.
  • [dgr5]  Buyer also agrees to pay the accountancy fees due to the accountants of the Company for the previous end of year accounts only.
• • Relationship of the Parties: In this Agreement, nothing shall be deemed to constitute a partnership between the parties, or any of them, or make any party an agent for any other party, for any purpose whatsoever.
  • Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties with respect to the sale and purchase of the Shares, and except as expressly provided, supersedes all prior representations, writings, negotiations or understandings with respect to same.
  • Costs: Each party shall bear its own legal and professional advisers’ costs incurred in connection with the negotiation and entering into of this Agreement.
  • Severability: If any provision in this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.
  • Further Assurance: The Sellers and the Buyer shall at their own cost, at the request of the other party, do and execute, or arrange for the doing and executing of, each act, document and thing reasonably within its power to implement this Agreement as requested by the Buyer or the Sellers.
  • Counterparts: This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.
  • Waivers and Variations:
    • A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
    • No variation of this Agreement shall be effective unless it is made in writing and signed by each of the parties.
  • Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts. 

SCHEDULE 1

Sellers

[dgr6] 

IN WITNESS whereof this Agreement has been entered into the day and year first herein written.

Executed[dgr9]  as a DEED by

P&P Tourism Limited

                                                                                                                        Director

                                                                                                            Director / Secretary

 [dgr1]It would be virtually impossible to make this share sale agreement any more simply and direct that the one I have drafted below – in the interests of expediency, the seller needs to fill in details which I have highlighted below.

Please use the track change facility on any changes as it takes a lot of time to try and follow changes made otherwise: https://support.office.com/en-ie/article/track-changes-in-word-197ba630-0f5f-4a8e-9a77-3712475e806a

 [dgr2]…please see definition .. in othr words, with no charges or debt owing over the shares.

 [dgr3]..if the sellers want, i can send these on to them in standard language.

 [dgr4]I can prepare for the sellers to assist – let me know.

 [dgr5]…i have included this but “capped it” at one prevous year as that is all I am aware of as being agreed.

 [dgr6]Please have the sellers fill in these details – PLEASE ASK THEM TO USE TRACK CHANGES SO I CAN FOLLOW THE CHANGES EASILY.

 [dgr7]I need all their names filled in here – PLEASE ASK THEM TO USE TRACK CHANGES SO I CAN FOLLOW THE CHANGES EASILY.

 [dgr8]…their wife, anyone can “witness” the signature, they dont need to see the document, just witness the signature … they cant witness each other though.

 [dgr9]..if they have the Seal, then ask them to use it here and  have 2 directors, or one director and a scretary sign (but not the same person signing as a director and Secretary) ….if they dont have the Seal, then just get them to sign, 2 directors, or one director and the Secretary.

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