UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
___________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 10, 2015
SOLARFLEX
CORP.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 333-168068
| Delaware | 42-1771817 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 12 Abba Hillel Silver Street, 11th Floor, Ramat Gan, Israel | 52506 |
| (Address of Registrant's Office) | (ZIP Code) |
Registrant's Telephone Number, including area code: +(972) 3-753-9888
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
On May 20, 2013, Solarflex Corp ( the "Registrant") filed a Form 8-K disclosing that on May 14, 2013, it had entered into an Asset Purchase Agreement with International Executive Consulting SPRL ("IEC"), organized under the laws of Belgium (the "APA"), which was attached as Exhibit 10.2. Pursuant to the terms of the APA, the Registrant acquired certain machinery (the "Equipment") in furtherance of the Registrant's business plan. In consideration the Equipment acquisition, the Registrant: (i) paid IEC US$30,000 in cash; and (ii) issued IEC 60 million shares of the Registrant's common stock (the "Shares"), adjusted for the 10 for 1 forward split effective December 3, 2013.
On November 10, 2015, the Registrant and IEC entered into an Asset Purchase Rescission Agreement (the "Rescission Agreement") together with Mr. Edwin Witarsa Ng, a resident of Indonesia , as follows: (i) the Registrant transferred and assigned all right, title and interest in the Equipment back to IEC; (ii) IEC returned 10 million Shares to the Registrant; (iii) IEC transferred and assigned the remaining 50 million Shares to Mr. Ng in consideration for a cash payment of US$20,000. The rationale for the Rescission Agreement was based upon the Registrant's determination not to pursue the use and commercial exploitation of the Equipment in furtherance of its business plan. A copy of the Rescission Agreement is attached as Exhibit 10.3 to this Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
On November 5, 2015, the Registrant issued 14,360,416 restricted shares of common stock, par value $0.001 (the "Shares") to the following individuals/entities upon their conversion of convertible notes (the "Notes") payable by the Registrant at a conversion price of $0.01 per Share. The total principal and principal and interest on the Notes at October 31, 2015 were $122,000 and $143,606.16, respectively:
| Name of Issuee | Principal and Interest | Shares Issued |
| Amir Uziel | $29,473.89 | 2,947,389 shares |
| Dana Berezowsky | $6,257.73 | 625,773 shares |
| Lavi Krasney | $17,142.10 | 1,714,210 shares |
| Common Market Ltd. | $6,188.73 | 618,873 shares |
| Galia Zadenberg | $12,064.66 | 1,206,466 shares |
| Dana Berezowsky | $35,957.26 | 3,595,726 shares |
| IMWT Holdings Ltd. | $11,620.82 | 1,162,082 shares |
| Asher Mediouni | $10,950.14 | 1,095,014 shares |
| Zikra Zusa | $10,867.95 | 1,086,795 shares |
| Tena Holdings GmbH | $3,080.88 | 308,088 shares |
| Total | $134,606.16 | 14,360,416 shares |
The Shares were not registered under the Securities Act of 1933, as amended (the "Act") in reliance upon Section 4(2) of the Act and the exemption provided by Regulations S and Rule 144 promulgated by the United States Securities and Exchange Commission under the Act.
Item 5.01 Changes in Control of Registrant.
On November 13, 2015, following the execution of the above referenced Rescission Agreement and the payment by Mr. Ng to IEC of the sum of $20,000, represented by his personal funds, in consideration for the acquisition of 50 million Shares from IEC, Mr. Ng. became the record and beneficial owner of approximately 37% of the Registrant's outstanding Shares. On November 15, 2015, as discussed in Item 5.02 below, Mr. Ng was appointed as Chairman of the Registrant's Board of Directors.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2015, the Registrant appointed Mr. Ng as a director in the position of Chairman, joining Mr. Sergei Rogov, the Registrant's CEO and CFO, as the second member of the Registrant's Board of Directors.
Edwin Witarsa Ng, age 34, Chairman:
- In 2007, Mr. Ng founded PT Kinerja, an Information
Technology company organized under the laws of Indonesia with offices
located in Medan, Indonesia and operations throughout Indonesia. PT Kinerja
operates through the following units, among others: (i) KinerjaHosting,
which is engaged in the business of providing data hosting to Companies
and/or individuals, as well as website domains and VPS services; (ii)
KinerjaNet, which is engaged in the business of Internet Service Provider by
providing internet connectivity to corporate offices, households, and
internet cafes; and (iii) Kinerja Technology, which is engaged in the
business of Application Development, mobile app development, website
development, and Software implementation such as ERP and CRM Software. PT
Kinerja also partnered with IBM to build the first Tier 2+ Data Center in
Medan City (KDC Medan).
- In February 2015, Mr. Ng started the business of KinerjaPay,
an eCommerce payment gateway with marketplace platform. Reference is made to
the disclosure in Item 8.01, Other Events, below.
- In 2007, Mr. Ng founded and
to present has served as CEO and president of PT. Stareast Sejahtera Group,
a Real Estate Development company with operations in Medan, Pekanbaru, and
Bintan Island , Indonesia. Since 2007, the company has built and opened
hotels and apartment complexes, and conducted extensive development
operations in Indonesia;
- In 2012, Mr. Ng established PT. Graha Pecatu Sejahtera, a
Real Estate Development company for which he has served as CEO & President,
and built a four star rated Condotel in BALI.
Mr. Ng has other business interests engaged in asset
management, tire distribution, marketing consultancy and hospitality.
Mr. Ng received his undergraduate degree from the University
of Southern California (USC) School of Engineering, Los Angeles, CA in 2002
with a major in Management Information Systems and a Minor in SAP
Implementation Systems and his post-graduate degree from the University of
Toronto in 2004 with a major in Information Science.
Item 8.01 Other Events.
On November 15, 2015, the Registrant entered into a memorandum of understanding ("MOU") with Mr. Ng, individually and as control person of PT Kinerja, pursuant to which the Registrant was granted an exclusive, world-wide license to KinerjaPay, an eCommerce platform that is used to: (i) facilitate users' buying and selling activities; (ii) provide eWallet service that allows users to make payments on merchant sites; and (iii) allow users to gamify their shopping experience, among other features that provide users an end-to-end solution for shopping, game playing and saving. The MOU, which is subject to the execution of a definitive agreement on or before December 31, 2015, is attached as Exhibit 10.4 to this Form 8-K. The execution of the MOU was in furtherance of the Registrant's determination to pursue new business operations because of its inability to successfully use the Equipment acquired from IEC in 2013 to manufacture its patented flexible solar panel, which was its original business plan.
Item 9.01 Financial Statements and Exhibits.
(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
|
Exhibit No. |
Description |
| 10.3 | Asset Purchase Rescission Agreement dated November 10, 2015, filed herewith. |
| 10.4 | Memorandum of Understanding dated November 15, 2015, filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLARFLEX CORP. | ||
| By: | /s/ Sergei Rogov | |
| Name: | Sergei Rogov | |
| Title: | Chief Executive Officer |
Date: November 17, 2015
EXHIBIT 10.3
ASSET PURCHASE RESCISSION AGREEMENT
THIS ASSET PURCHASE RESCISSION AGREEMENT, dated as of this 10th day of November, 2015 (the "Rescission Agreement"), is by and among Solarflex Corp., a Delaware corporation with offices located at 2 Abba Hillel Silver Street, 11th Floor, Ramat Gan 52506 Israel (the "Company"), International Executive Consulting SPRL, an entity organized under the laws of Belgium with offices located in the Ukraine ("IEC") and Edwin Witarsa Ng, a resident of Indonesia with an address at Kompleks Masdulhak Garden, N0. 42, Medan 20152, Indonesia ("Mr. Ng"). The Company, IEC and Mr. Ng are sometimes referred to individually, as a "Party" and collectively, as the “Parties.”
RECITALS
WHEREAS, on May 14, 2013, the Company and IEC entered into an Asset Purchase
Agreement (the "APA) pursuant to which the Company acquired certain machinery
(the "Equipment") in consideration from IEC for a cash payment of $30,000 and
the issuance of 60,000,000 shares of the Company’s common stock (the "Shares"),
adjusted for the forward split of the Company's Shares on a ten for one (10:1)
basis, pursuant to a Definitive Information Statement filed with the Securities
and Exchange Commission on October 21, 2013 valued at $180,000, representing
approximately 44% of the Registrant’s outstanding shares on the date of the APA
(the "Shares"); and
WHEREAS, the Company was not successful in its planned business activities of
manufacturing its patented flexible solar panel utilizing the Equipment and, as
a result, the Company has not generated any revenues from operations, has had
difficulties in raising capital and is presently experiencing cash flow
difficulties and has no further use for the Equipment; and
WHEREAS, the Company and IEC desire to rescind the APA pursuant to this
Rescission Agreement and the Mr. Ng desires to facilitate the implementation of
the rescission transaction pursuant to the terms and conditions of this
Rescission Agreement.
NOW, THEREFORE, in consideration of the mutual benefits to be derived and the
representations and warranties, conditions and promises herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the Parties
hereto hereby agree as follows:
ARTICLE I
The Rescission Transaction
1.1 Return of Equipment Asset. Subject to the terms and conditions set forth in
this Rescission Agreement, the Company agrees to transfer and assign the
Equipment to IEC and IEC agrees to accept the transfer and assignment of the
Equipment for the consideration set forth in section 1.2 below.
1.2 Cash and Other Consideration. The Parties acknowledge and agree that the
consideration for the transfer and assignment of the Equipment shall be as
follows: (1) Mr. Ng shall pay the sum of $20,000 to IEC in exchange for the
transfer and assignment by IEC to Mr. Ng of 50,000,000 of the 60,000,000 Shares
issued to IEC under the APA; (ii) IEC shall transfer and assign to the Company
the remaining 10,000,000 Shares issued in the name of IEC in May 2013; and (iii)
the Company shall transfer and assign to IEC all right and title to the
Equipment.
1.3 Principal Shareholder’s Waiver. The Principal Shareholder expressly waives
its right under the APA to assign one (1) person to serve on the Company's board
of directors, which right shall hereinafter be null and void.
1.4 Instruments of Transfer; Further Assurances. In order to consummate the
transactions contemplated by this Rescission Agreement, the Parties shall duly
execute and deliver such other and further documents in order to re-convey full
right, title and interest in the Equipment to IEC, free and clear of all liens,
claims and encumbrances.
ARTICLE II.
Representations and Warranties of the Parties
2.1 Representations and Warranties of the Company. The Company represents and
warrants to IEC that the following are true and correct on and as of the date of
this Rescission Agreement and will be true and correct through the Closing as if
made on and as of that date:
(a) The Company has valid legal ownership to the Equipment, there exists no
right or option held by any third party to reacquire the Equipment other than
the right of Principal Shareholder as provided in this Rescission Agreement;
(b) The Company has the corporate power and authority to enter into this
Rescission Agreement without the necessity of obtaining any consent, approval,
authorization or waiver or giving any notice or otherwise; and
(c) The execution, delivery and performance of this Rescission Agreement do not
and will not:
(1) constitute a violation of the charter documents of the Company;
(2) constitute a violation of any statute, judgment, order, decree or regulation
or rule of any court, governmental authority or arbitrator applicable or
relating to Company, or
(3) constitute a default under any contract to which Purchaser is a party.
(d) This Rescission Agreement has been duly authorized, executed and delivered
by Company and constitutes the legal, valid and binding obligation of Company,
enforceable in accordance with its terms, except as may be limited by
bankruptcy, reorganization, insolvency and similar laws of general application
relating to or affecting the enforcement of rights of creditors.
2.2 Representations and Warranties of IEC. The Principal Shareholder represents
and warrants to the other Parties that the following are true and correct on and
as of the date of this Rescission Agreement and will be true and correct through
the Closing as if made on and as of that date:
(a) The Principal Shareholder is duly organized, validly existing and in good
standing under the laws of the Belgium and is qualified to transact business and
is in good standing in the jurisdictions where it is required to qualify in
order to conduct its business as presently conducted;
(b) The Principal Shareholder has the requisite power and authority to accept
the transfer and assignment of the Equipment by the Company, accept payment of
the cash consideration of $20,000 from Mr. Ng and transfer and assign the
60,000,000 Shares as provided in Section 1.2 above, without the necessity of
obtaining any consent, approval, authorization or waiver or giving any notice or
otherwise;
(c) The Principal Shareholder acknowledges that after receipt of the cash
payment of $20,000 from Mr. Ng, the transfer and assignment by IEC of the
60,000,000 Shares as set forth in Section 1.2 above and the transfer and
assignment by the Company of all right, title and interest in and to the
Equipment, the APA and any rights of IEC thereunder shall be null and void.
(d) The execution, delivery and performance of this Rescission Agreement does
not and will not:
(1) constitute a violation of the charter documents of IEC;
(2) constitute a violation of any statute, judgment, order, decree or regulation
or rule of any court, governmental authority or arbitrator applicable or
relating to Principal Shareholder, or
(3) constitute a default under any contract to which IEC is a party.
(e) This Rescission Agreement has been duly authorized, executed and delivered
by Principal Shareholder and constitutes the legal, valid and binding obligation
of Principal Shareholder, enforceable in accordance with its terms, except as
may be limited by bankruptcy, reorganization, insolvency and similar laws of
general application relating to or affecting the enforcement of rights of
creditors.
2.3 Representations and Warranties of Mr. Ng. The Purchaser represents and
warrants to the other Parties that the following are true and correct on and as
of the date of this Rescission Agreement and will be true and correct through
the Closing as if made on and as of that date:
(a) The Purchaser, a resident of Indonesia, is qualified to transact business in
the jurisdictions where he is required to qualify in order to conduct his
business as presently conducted and/or as he intends to conduct;
(b) The Purchaser has the requisite power and authority to accept the transfer
and assignment of the 50,000,000 Shares upon the payment of the cash
consideration of $20,000 to IEC as provided in Section 1.2 above, without the
necessity of obtaining any consent, approval, authorization or waiver or giving
any notice or otherwise;
(c) The execution, delivery and performance of this Rescission Agreement does
not and will not:
(1) constitute a violation of the agreement of Mr. Ng;
(2) constitute a violation of any statute, judgment, order, decree or regulation
or rule of any court, governmental authority or arbitrator applicable or
relating to Purchaser, or
(3) constitute a default under any contract to which Mr. Ng is a party.
(d) This Rescission Agreement has been duly executed and delivered by Mr. Ng and
constitutes the legal, valid and binding obligation of Mr. Ng, enforceable in
accordance with its terms, except as may be limited by bankruptcy,
reorganization, insolvency and similar laws of general application relating to
or affecting the enforcement of rights of creditors.
ARTICLE III.
Miscellaneous
3.1 Further Actions. From time to time, as and when reasonably requested by any
Party hereto, shall execute and deliver, or cause to be executed and delivered,
such documents and instruments and shall take, or cause to be taken, such
further or other actions as may be reasonably necessary to transfer, assign and
deliver to the other Party, as the case may be, the Equipment or the Shares (or
to evidence the foregoing) and to consummate and to effect the other
transactions expressly required to be performed by Parties hereunder.
3.2 No Broker. The Parties represent and warrant to each other that they have no
obligation or liability to any broker or finder by reason of the transactions
which are the subject of this Rescission Agreement.
3.3 Expenses. The Parties shall each bear their own legal fees, accounting fees
and other costs and expenses with respect to the negotiation, execution and the
delivery of this Rescission Agreement and the consummation of the transactions
hereunder.
3.4 Nature and Survival of Representations. All representations and warranties
and agreements made by the Parties in this Rescission Agreement or pursuant
hereto shall survive the Closing of the transactions contemplated hereunder.
3.5 Notices. Any and all notices, elections, demands, or requests permitted or
required to be made under this Rescission Agreement shall be in writing, signed
by the Party giving such notice, election, demand or request and shall be
delivered personally or sent by registered, certified or express Postal Mail,
postage prepaid, to the other Party at the addresses set forth above or to such
other address(es) as any Party shall designate in writing. The date of receipt
of such notice, election, demand or request shall be deemed the earlier of (i)
the date of actual receipt of such notice, election, demand or request, (ii)
five (5) days after the date of mailing thereof by registered or certified mail,
(iii) two (2) days after the date of mailing thereof by express mail, or (iv)
the date of personal delivery thereof, if applicable.
3.6 Assignment. This Rescission Agreement shall not be assignable otherwise than
by operation of law by any Party without the prior written consent of the other
Parties, and any purported assignment by any Party without the prior written
consent of the other Parties shall be void.
3.7 Modification. Except as otherwise noted herein, this Rescission Agreement
contains the entire agreement between the Parties hereto with respect to the
transactions contemplated herein and there are no agreements, warranties or
representations which are not set forth herein. This Rescission Agreement may
not be modified or amended except by an instrument in writing signed by or on
behalf of the Parties hereto.
3.8 Governing Law. This Rescission Agreement is executed and performable in the
State of Israel. The Parties expressly agree that this Rescission Agreement
shall be enforced, governed and construed in all respects in accordance with the
laws of the State of Israel, and exclusive venue for all claims and causes of
action for enforcement or interpretation of this Rescission Agreement shall be
subject to binding arbitration to be held in accordance with the arbitration
rules and regulations of the State of Israel.
3.9 Binding Effect. This Rescission Agreement shall be binding upon the Parties
and inure to the benefit of the successors, assigns, heirs and legal
representatives of the respective Parties hereto; provided, however, that this
Rescission Agreement and all rights hereunder may not be assigned by any Party
hereto except with the prior written consent of the other Party.
3.10 Counterparts. This Rescission Agreement may be executed in one or more
counterparts, all of which shall be one and the same Rescission Agreement and
shall become effective when one or more counterparts have been signed by the
Parties and delivered to the other Party.
3.11 Headings. The headings in this Rescission Agreement are for convenience and
reference only and shall not be deemed to alter or affect any provision hereof.
3.12 Severability. If any provision of any part of this Rescission Agreement or
the application thereof to any Party hereto or in any circumstance shall, for
any reason and to any extent be invalid or unenforceable, the remainder of this
Rescission Agreement or of such provision, as well as the application of such
circumstances shall not be affected thereby but rather shall be governed to the
strictest extent permitted by law.
IN WITNESS WHEREOF, the undersigned have executed this Rescission Agreement as
of the date first above written.
SOLARFLEX CORP. (Company)
/s/:Sergey Rogov
Sergey Rogov, Chairman and President
INTERNATIONAL EXECUTIVE CONSULTING SPRL
/s/: Lev Zaidenberg
Lev Zaidenberg, Chief Executive
EDWIN WITARSA NG
/s/: Edwin Witarsa Ng
Edwin Witarsa Ng
EXHIBIT 10.4
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING, dated as of this 15th day of November, 2015 (the "MOU"), is by and between Solarflex Corp., a Delaware corporation with offices located at 2 Abba Hillel Silver Street, 11th Floor, Ramat Gan 52506 Israel (the "Company") and Edwin Witarsa Ng, a resident of Indonesia with an address at Kompleks Masdulhak Garden, N0. 42, Medan 20152, Indonesia ("Mr. Ng"). The Company and Mr. Ng are sometimes referred to individually, as a "Party" and collectively, as the “Parties.”
RECITALS
WHEREAS, on November 10, 2015, the Company, International Executive Consulting
SPRL, an entity organized under the laws of Belgium ("IEC") and Mr. Ng entered
into an agreement pursuant to which the Company and IEC agreed that the Company
will return certain machinery (the "Equipment") to IEC, which Equipment IEC sold
and transferred to the Company under an Asset Purchase Agreement dated May 14,
2013 (the "APA") in consideration for the issuance of 60,000,000 shares of the
Company's common stock, par value $0.0001(the "Shares") and IEC will transfer
and assign the Shares (the "Rescission Agreement");
WHEREAS, as a result of the Rescission Agreement and the determination by the
Company that it did not intend to further pursue its business plan involving the
use and commercial exploitation of the Equipment, the Company and Mr. Ng agreed
to pursue certain business owned by an entity controlled by Mr. Ng;
WHEREAS, Mr. Ng, as the control shareholder and principal of PT Kinerja
Indonesia, a company organized under the laws of Indonesian ("PT Kinerja"),
which entity owns, among other interests, KinerjaPay, an eCommerce platform that
is used to: (i) facilitate users' buying and selling activities; (ii) provide
eWallet service that allows users to make payments on merchant sites; and (iii)
allow users to gamify their shopping experience, among other features that
provide users an end-to-end solution for shopping, game playing and saving ("KinerjaPay");
WHEREAS, the Company and Mr. Ng entered into this MOU, subject to the execution
and delivery of a definitive agreement within 45 days of this MOU (the
"Definitive Agreement"), as follows: (i ) Mr. Ng agreed to cause PT Kinerja to
grant the Company the exclusive, world-wide license and right to KinerjaPay IP;
and (ii) appoint Mr. Ng as a director and chairman of the board of directors of
the Company; and
WHEREAS, the Company and Mr. Ng acknowledge and agree that they shall use their
best efforts to complete the execution and delivery and the closing of the
Definitive Agreement on or before December 31, 2015 (the "Closing").
NOW, THEREFORE, the Parties hereto hereby agree as follows:
Section 1. Purpose of this MOU:
The purpose of this MOU is to set out the general terms and conditions of the
contemplated Definitive Agreement pursuant to which the Company will own an the
exclusive, world wide license to KinerjaPay IP (the "License") upon the closing
of the Definitive Agreement (the "Closing").
Section 2. The Closing Transaction:
At the Closing, PT Kinerja shall grant and the Company shall accept the License,
pursuant to the terms and conditions and during the term set forth in the
Definitive Agreement.
Section 3. Conditions Precedent:
The Parties hereby agree that the following conditions precedent are fundamental
to the transaction contemplated herein and to the Closing of the Definitive
Agreement:
3.1 The Company and Mr. Ng will have the right to conduct reasonable due
diligence;
3.2 Neither the Company nor the KinerjaPay IP shall suffer any material adverse
events from the date of this MOU to the Closing; and
3.3 The execution of this MOU does not and will not: (i) constitute a violation
of the charter documents of the Company or PT Kinerja; or (ii) constitute a
violation of any statute, judgment, order, decree or regulation or rule of any
court, governmental authority or arbitrator applicable or relating to the
Company or PT Kinerja.
Section 4. Conditions to Closing:
4.1 The KinerjaPay License shall be free and clear of any liens, claims,
encumbrances, obligations, liabilities to PT Kinerja or any third party and
shall permit the Company to commercially exploit the License without limitation;
4.2 The Definitive Agreement shall have been duly authorized, executed and
delivered by the Company and PT Kinerja and shall constitute the legal, valid
and binding obligation of the Parties and PT Kinerja, enforceable in accordance
with its terms, except as may be limited by bankruptcy, reorganization,
insolvency and similar laws of general application relating to or affecting the
enforcement of rights of creditors. shall have been duly authorized by the Board
of Directors of the Company and PT Kinerja; and
4.3 The Parties and PT Kinerja shall represent, among other things, that each
has the power and authority to enter into this MOU and the Definitive Agreement
without the necessity of obtaining any consent, approval, authorization or
waiver or giving any notice or otherwise
Section 5. The Definitive Agreement:
5.1 Immediately after the execution of this MOU, the Parties will negotiate in
good faith the terms of the Definitive Agreement and will devote their best
efforts to execute and deliver the Definitive Agreements as soon as practically
possible, however, not later than December 31, 2015.
5.2 In the event that the Parties are not successful in executing the Definitive
Agreements for any reason whatsoever within the timeframe set forth in Section
5.1 above, this MOU will terminate and become null and void and will not bind
the Parties in any way except as specifically otherwise provided in this MOU,
unless the Parties shall agree in writing to extend the period.
5.3 Notwithstanding the generality of the foregoing, this MOU will terminate
with immediate effect upon the signing of the Definitive Agreement.
Section 6. Miscellaneous:
6.1 Confidential Information. Subject to any applicable law or regulation, all
information supplied to any of the Parties in the preparation, signing and
performance of this MOU or of the Definitive Agreement (the "Confidential
Information") shall be considered as proprietary and confidential information of
the Party disclosing such Confidential Information. The Parties hereto shall not
disclose any Confidential Information to any other person without the prior
written consent of the other Party. Notwithstanding the foregoing, the Parties
may disclose Confidential Information to their attorneys, auditors, consultants,
advisors and key employees who have a need to know such Confidential Information
for the purpose of the performance of this MOU or the negotiations and
performance related to the Definitive Agreement (the "Representatives"),
provided, however, that each Party shall take all reasonable steps and
precautions to assure that its respective Representatives to whom such
disclosure is made will act in accordance with the terms of this MOU as if each
of them were a Party hereto, and that each Party shall be responsible for any
breach of this MOU by any of its respective Representatives. Anything herein to
the contrary notwithstanding, this clause 6.1 (Confidential Information) shall
be binding upon the Parties and remain in force for 2 years following the
termination of this MOU for any reason whatsoever.
6.2 Non-Assignment. The provisions of this MOU shall inure to the benefit of the
Parties hereto and their respective successors and assigns, provided that no
Party may assign, delegate or otherwise transfer any of its rights or
obligations under this MOU without the consent of each other Party hereto.
6.3 Agreements with Third Parties. Nothing herein contained shall be deemed or
construed to amend, modify, derogate from or change any existing agreement or
understanding of the Parties with third parties relating to other matters set
forth herein.
6.4 Counterparts; Effectiveness. This MOU may be signed in any number of
counterparts, including in electronic format, each of which shall be deemed an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.
6.5 Governance and Jurisdiction. This MOU shall be governed in all respects by
the laws of State of New York, USA, without regard to the principles of conflict
of law, and the relevant courts of New York City, New York, USA, will have
exclusive jurisdiction over all matters arising from this MOU.
6.6 Amendments. Any modification or amendment to this MOU shall be void unless
made in writing and signed by the Parties to this MOU.
6.7 Non-Binding Nature. Other than the provisions explicitly stated in this MOU
to be binding, no other provision of this MOU shall be legally binding upon the
Parties.
IN WITNESS WHEREOF, the Parties have signed this MOU on the date first written
above.
SOLARFLEX CORP.
/s/: Sergei Rogov
Sergey Rogov, Chairman and President
EDWIN WITARSA NG,
Individually and on behalf of PT Kinerja
/s/: Edwin Witarsa Ng
Edwin Witarsa Ng