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) | March 13, 2017 |
| sustainable petroleum group inc. | ||
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-54875 | 81-5445107 | ||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2316 Pine Ridge Road, 383 Naples, Florida | 34109 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 239-316-4593 |
| n/a | ||
| (Former name or former address, if changed since last report) |
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) |
| [ ] | 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)) |
| Form 8-K | Sustainable Petroleum Group Inc. | Page 2 |
Information to be included in report
Item 1.01 Entry into a Material Definitive Agreement
Deposit Agreement
Pursuant to the terms and conditions of a deposit agreement dated June 23, 2017 SPGX acquired a lease deposit for the office building located at Falkenstrasse 28, Zurich, Switzerland, 8008. As consideration for the lease deposit, SPGX issued 400,000 restricted shares of common stock in the capital of SPGX to Mr. Greising for a purchase price of $600,000. In addition, SP Group AG, the owner of the office building, granted SPGX a sub-lease for an office in the building rent-free for a term of 10 years commencing on July 1, 2017 to be completed and terminated on June 30, 2027. See Exhibit 10.3 - Deposit Agreement for more details.
Share Purchase Agreement
Pursuant to the terms and conditions of a share purchase agreement dated July 6, 2017 between Sustainable Petroleum Group Inc. and Christopher Grunder SPGX purchased 2,000 shares in the capital of SP Group (Europe) AG. These shares represent a 20% interest in SP Group (Europe) AG. As consideration for the purchased shares, SPGX issued 6,000 restricted shares of common stock in the capital of SPGX to the seller for a purchase price of $21,000. See Exhibit 10.4 - Share Purchase Agreement for more details.
Dividend Agreement
As a condition precedent to the Share Purchase Agreement, SPGX required SP Group (Europe) AG and its majority shareholder and SPGX to enter into an agreement that will require SP Group (Europe) AG to declare an annual dividend to be paid to all of its shareholders. Pursuant to the terms and conditions of the dividend agreement dated July 10, 2017 among Christopher Grunder, Sustainable Petroleum Group Inc, and SP Group (Europe) AG, SPGX will entitled to 20% of the annual dividend declared, which will be equal to 100% of the net profits of SP Group (Europe) AG in that fiscal year. See Exhibit 10.5 - Dividend Agreement for more details.
Item 3.02 Unregistered Sales of Equity Securities
March 13, 2017 – Acquisition of Mineral Claims
On March 13, 2017, the board of directors authorized the issuance of 1,250,000 restricted shares of common stock as consideration for the acquisition of 13 mineral claims valued at CDN$5,000,000. See Exhibit 10.2 - Property Purchase Agreement for more details. SPGX relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted shares in a private transaction. The share certificate representing the shares has been legended with the applicable trading restrictions.
April 2017 - $3.00 Private Placement Offering
On April 6, 2017 the board of directors authorized the issuance of 13,332 restricted shares of common stock at an offering price of $3.00 per restricted share. SPGX raised $39,996 in cash in this offering, and issued an aggregate 13,332 restricted shares of common stock to two non-US subscribers outside the United States.
SPGX set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For the two non-US subscribers outside the United States in this one closing, SPGX relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that SPGX complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The offerings were not public offerings and were not accompanied by any general advertisement or any general solicitation. SPGX received from each of the two subscribers a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.
June 23, 2017 – Acquisition of Lease Deposit
On June 23, 2017, the board of directors authorized the issuance of 400,000 restricted shares of common stock as consideration for the acquisition of a lease deposit for office space valued at $600,000. See Exhibit 10.3 - Deposit Agreement for more details. SPGX relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted shares in a private transaction. The share certificate representing the shares has been legended with the applicable trading restrictions.
| Form 8-K | Sustainable Petroleum Group Inc. | Page 3 |
July 2017 - $3.50 Private Placement Offering
On July 3, 2017 the board of directors authorized the issuance of 28,128 restricted shares of common stock at an offering price of $3.50 per restricted share. SPGX raised $108,949 in cash in this offering, and issued an aggregate 28,128 restricted shares of common stock to four non-US subscribers outside the United States.
Also on July 6, 2017, the board of directors authorized the issuance of, as part of this same offering, 6,000 restricted shares of common stock as payment of $21,000 for shares in SP Group (Europe) AG. See Exhibit 10.4 - Share purchase Agreement for more details.
Also on July 6, 2017, the board of directors authorized the issuance of, as part of this same offering, 10,000 restricted shares of common stock as settlement of $35,000 of debt owed to a creditor of the company, who had previously provided services to SPGX.
SPGX set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For each of these closings, SPGX relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that SPGX complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The offerings were not public offerings and were not accompanied by any general advertisement or any general solicitation. SPGX received from each of the four subscribers a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.
Item 7.01. Regulation FD Disclosure.
Limitation on Incorporation by Reference : In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5 is furnished under Item 9 and pursuant to Regulation FD, and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
The information contained in Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5 is incorporated herein by reference.
| Form 8-K | Sustainable Petroleum Group Inc. | Page 4 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description
|
|||
| 10.2 |
Property Purchase Agreement dated March 13, 2017 between Sustainable Petroleum Group Inc. and Workplan Holding Inc., filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 17, 2017, and incorporated herein by reference. |
Filed |
||
| 10.3 |
Deposit Agreement dated June 23, 2017 among SP Group AG, Daniel Greising, and Sustainable Petroleum Group Inc. |
Included | ||
| 10.4 |
Share Purchase Agreement dated July 6, 2017 between Sustainable Petroleum Group Inc. and Christopher Grunder. |
Included |
||
| 10.5 | Dividend Agreement dated July 10, 2017 among Christopher Grunder, Sustainable Petroleum Group Inc, and SP Group (Europe) AG. | Included |
| Form 8-K | Sustainable Petroleum Group Inc. | Page 5 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Sustainable Petroleum Group Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.
| SUStainable petroleum group inc. | ||
| Dated : July 10, 2017 | By: | /s/ Christian Winzenried |
| Christian Winzenried – President & CEO | ||
AGREEMENT
THIS AGREEMENT dated the 23 rd day of June, 2017,
among:
SP group AG , a company duly incorporated under the laws of Switzerland, having its executive office located at Falkenstrasse 28, Zurich, Switzerland, 8008
(“ SP Group ”)
AND:
daniel greising , a businessman with an office located at Katrinenhofstrasse 46, Altendorf, Switzerland, 8852
(“ Greising ”)
AND:
sustainable petroelum group inc. , a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109
( the “Company”)
WHEREAS:
| A. | SP Group wishes enter into a lease to rent office space located at Falkenstrasse 28, Zurich Switzerland, 8008 (the “ Office ”); |
| B. | the landlord of the Office requires a deposit of CHF$600,000 (the “ Deposit ”) pursuant to the terms and conditions of the lease for the Office (the “ Lease ”); |
| C. | Greising has agreed to pay the Deposit upon the terms and conditions contained in this agreement; |
| D. | the Company wishes to purchase, and Greising wishes to grant, assign, transfer and set over unto the Company his entire right, title and interest in and to the Deposit upon the terms and conditions contained in this agreement; |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations and warranties hereinafter contained and the sum of Ten ($10.00) Dollars now paid by each party to one another and for other good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the terms and conditions hereinafter set out, the parties hereto have agreed and do hereby agree as follows:
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| 1. | ASSIGNMENT AND PURCHASE OF THE DEPOSIT |
1.1 Greising hereby grants, assigns, transfers and sets over unto the Company his entire right, title and interest in and to the Deposit, including, without limitation, all rights, benefits and advantages of Greising to be derived therefrom and all burdens, obligations and liabilities to be derived thereunder, in consideration of the premises and in consideration of Four Hundred Thousand (400,000) restricted shares of common stock in the capital of the Company (the “ Restricted Shares ”) to be issued and delivered to Greising.
| 2. | REPRESENTATIONS, WARRANTIES AND COVENANTS OF GREISING |
2.1 Greising represents, warrants and covenants to the Company that:
| (a) | the above premises are true and complete, that the Deposit has been paid in full, and that the SP Group has been given notice of this assignment by Greising; |
| (b) | Greising now has a good right, full power and absolute authority to assign its right, title and interest in and to the Deposit in the manner set out in Article 1 hereof according to the true intent and meaning of this agreement; |
| (c) | (i) Greising is not a “U.S. person” as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of signing this agreement, Greising was outside the United States and no offer of the Restricted Shares was made to Greising within the United States; (iii) Greising purchased the Restricted Shares for its own account and not on behalf of any U.S. person, and the sale of the Restricted Shares has not been prearranged with any buyer in the United States; and (iv) Greising is not a distributor as defined in Regulation S. Greising will not, before the expiration of 12 months from the date of issuance of the Restricted Shares (the “ Restricted Period ”), offer or sell the Restricted Shares to U.S. persons or for the account or benefit of U.S. persons and then will only offer and sell the Restricted Shares in compliance with the provisions of Regulation S; |
| (d) | Greising understands that the Restricted Shares have not been registered under the U.S. Securities Act of 1933 and are being offered and sold pursuant to Regulation S based in part upon the representations of Greising, and that the Company is relying on the truth and accuracy of Greising’s representations and warranties to determine whether the offer and sale of the Restricted Shares is exempt from registration under the U.S. Securities Act of 1933; and |
| (e) | Greising acknowledges that he has had the opportunity to review this agreement and the transactions contemplated by it with its own legal counsel. Greising is relying solely on his counsel and not on any statements or representations of the Company or any of his agents for legal advice with respect to this investment or the transactions contemplated by this agreement except for the representations, warranties and covenants specifically stated. |
2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of the Company and a breach of any one or more thereof may be waived by the Company in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 shall survive the execution of this agreement.
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| 3. | REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY |
3.1 The Company represents, warrants and covenants to Greising that:
| (a) | the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted; |
| (b) | the Company has taken the corporate action that is necessary for the authorization, execution and delivery of this agreement, the performance of the Company’s obligations, and the authorization, issuance and delivery of the Restricted Shares, and this agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and |
| (c) | the Restricted Shares, when issued, sold and delivered in accordance with the terms hereof for the Deposit will be duly and validly issued and outstanding, fully paid and non-assessable, and based in part on the representations and warranties of Greising will be issued in compliance with all applicable federal, state and other applicable securities laws. |
3.2 The representations, warranties and covenants contained in Section 3.1 are provided for the exclusive benefit of Greising and a breach of any one or more thereof may be waived by Greising in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 3 shall survive the execution of this agreement.
| 4. | consent and acknowledgement of SP Group |
4.1 SP Group hereby agrees and consents to the assignment of Greising’s interest in the Deposit to the Company pursuant to the terms and conditions of this agreement.
4.2 SP Group represents, warrants and covenants to the Company that the full amount of the Deposit is being held by the landlord at the time of this agreement and that the Deposit has not been paid out in full or in part.
| 5. | office space rental |
5.1 In consideration of the premises and in consideration of the Deposit being advanced and paid in accordance with the terms and conditions of the Lease, SP Group hereby grants to the Company a sub-lease in office space in the Office rent-free for a term of 10 years commencing on July 1, 2017 to be completed and terminated on June 30, 2027. The Company agrees to enter into the sub-lease and occupy the office space in accordance with the terms and conditions of the Lease.
| 6. | governing laws |
6.1 This agreement is governed by and construed in accordance with the laws of the Country of Switzerland, except for matters arising under the U.S. Securities Act of 1933 or the U.S. Securities and Exchange Act of 1934, which matters must be construed and interpreted in accordance with those laws.
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| 7. | COUNTERPART |
7.1 This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed an original, and such counterparts together shall constitute one in the same instrument.
IN WITNESS WHEREOF this Agreement was executed by the parties hereto as of the day and year first above written.
| The Common Seal of | ) | |
| SP Group AG | ) | |
| affixed was hereunto in the presence of: | ) | |
| ) | ||
| /s/ Authorized Signatory | ) | C/S |
| Authorized Signatory | ) |
| SIGNED , SEALED and DELIVERED | ) | |
| by Daniel Greising in the presence of: | ) | |
| ) | ||
| /s/ Witness | ) | |
| Signature of Witness | ) | |
| ) | /s/ Daniel Greising | |
| ) | daniel greising | |
| Print Name | ) | |
| ) | ||
| ) | ||
| Address | ) | |
| ) | ||
| ) | ||
| Occupation | ) |
| The Common Seal of | ) | |
| Sustainable Petroleum Group Inc. | ) | |
| affixed was hereunto in the presence of: | ) | |
| ) | ||
| /s/ Authorized Signatory | ) | C/S |
| Authorized Signatory | ) |
share PURCHASE AGREEMENT
THIS share PURCHASE AGREEMENT dated as of the 6 th day of June, 2017,
between:
sustainable petroelum group inc. , a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109
(the “ Purchaser ”)
AND:
christopher grunder , a businessman with an office located at Falkenstrasse 28, Zurich, Switzerland, 8008.
(the “ Vendor ”)
WHEREAS:
A. the Vendor is the registered and beneficial owner of 2,000 shares in the capital of SP Group (Europe) AG (the “ SP Shares ”);
B. the Vendor wishes to sell, and the Purchaser wishes to purchase, the SP Shares on the terms and conditions set out in this agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of $1.00 and other good and valuable consideration paid by each party to the other, the receipt and sufficiency of which are acknowledged, the parties covenant and agree as follows:
| 1. | The Vendor agrees to sell and the Purchaser agrees to purchase the SP Shares for and at a deemed price of US $21,000 at the date of this agreement. |
| 2. | The Purchaser will issue and deliver 6,000 restricted shares of common stock in the capital of the Purchaser (the “ Restricted Shares ”) to the Vendor as consideration for the transfer of the SP Shares. |
| 3. | The Vendor represents and warrants to the Purchaser that: |
| a. | the Vendor owns its respective SP Shares as the legal and beneficial owner thereof, free of all liens, claims, charges and encumbrances of every nature and kind whatsoever. The SP Shares are fully paid and non-assessable and the Vendor has due and sufficient right and authority to enter into this agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the SP Shares to the Purchaser; | |
| b. | No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the SP Shares, with the exception of this agreement; |
| - 2 - |
| c. | (i) the Vendor is not a “U.S. person” as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of signing this agreement, the Vendor was outside the United States and no offer of the Restricted Shares was made to the Vendor within the United States; (iii) the Vendor acquired the Restricted Shares for its own account and not on behalf of any U.S. person, and the acquisition of the Restricted Shares has not been prearranged with any buyer in the United States; and (iv) the Vendor is not a distributor as defined in Regulation S. The Vendor will not, before the expiration of 12 months from the date of issuance of the Restricted Shares (the “ Restricted Period ”), offer or sell the Restricted Shares to U.S. persons or for the account or benefit of U.S. persons and then will only offer and sell the Restricted Shares in compliance with the provisions of Regulation S; | |
| d. | the Vendor understands that the Restricted Shares have not been registered under the U.S. Securities Act of 1933 and are being offered and acquired pursuant to Regulation S based in part upon the representations of the Vendor, and that the Purchaser is relying on the truth and accuracy of the Vendor’s representations and warranties to determine whether the offer and acquisition of the Restricted Shares is exempt from registration under the U.S. Securities Act of 1933; and | |
| e. | the Vendor acknowledges that it has had the opportunity to review this agreement and the transactions contemplated by it with its own legal counsel. The Vendor is relying solely on its counsel and not on any statements or representations of the Purchaser or any of its agents for legal advice with respect to this investment or the transactions contemplated by this agreement except for the representations, warranties and covenants specifically stated. |
| 4. | The Purchaser represents and warrants to the Vendor that: |
| a. | the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted; | |
| b. | the Purchaser has taken the corporate action that is necessary for the authorization, execution and delivery of this agreement, the performance of the Purchaser’s obligations, and the authorization, issuance and delivery of the Restricted Shares, and this agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms; and | |
| c. | the Restricted Shares, when issued and delivered in accordance with the terms of this agreement will be duly and validly issued and outstanding, fully paid and non-assessable, and based in part on the representations and warranties of the Vendor will be issued in compliance with all applicable federal, state and other applicable securities laws. |
| 5. | All representations, warranties, covenants and agreements made by the parties in this agreement or pursuant hereto will, unless otherwise expressly stated, survive the time of closing and will continue in full force and effect. |
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| 6. | The effective date of sale and purchase of the SP Shares is July 6 th , 2017. |
| 7. | This agreement will ensure to the benefit of and will be binding upon the Vendor and the Purchaser and upon their respective successors and assigns. |
| 8. | Time will be of the essence of this agreement. |
| 9. | The parties will sign such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of the agreement. |
IN WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the day and year first above written.
Sustainable Petroleum Group Inc.
| Per: | /s/ Christian Winzenried | |
| Christian Winzenried, CEO | ||
| Christopher Grunder | ||
| Per: | /s/ Christopher Grunder | |
| Christopher Grunder | ||
AGREEMENT
THIS AGREEMENT dated the 10 th day of July, 2017,
among:
Christopher Grunder , a businessman with an office located at Falkenstrasse 28, Zurich, Switzerland, 8008.
AND:
sustainable petroelum group inc. , a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109
(“SPGX”)
AND:
SP group (Europe) AG , a company duly incorporated under the laws of Switzerland, having its executive office located at Falkenstrasse 28, Zurich, Switzerland, 8008
(the “ Company ”)
WHEREAS:
| A. | The authorized capital of the Company consists of 10,000 Shares, of which the following are issued and outstanding as fully paid and non-assessable: |
| Christopher Grunder | 5,500 Shares | ||
| SPGX | 2,000 Shares | ||
| Other Shareholders | 2,500 Shares |
| B. | SPGX acquired its share position in the Company pursuant to the terms and conditions of a share purchase agreement dated July 6 th , 2017 between SPGX and Christopher Grunder (the “ Share Purchase Agreement ”); |
| C. | SPGX requires, as a condition to the Share Purchase Agreement, that the majority Shareholder and the Company sign and deliver this agreement as part of the closing of the Share Purchase Agreement; |
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Terms of Agreement
I n consideration of the premises and of the mutual covenants and agreements in this agreement, the parties agree each with the others as follows:
Part 1
INTERPRETATION
1.1 Definitions . In this agreement, unless otherwise expressly defined, the following words and expressions will have the respective meanings ascribed to them below:
| a. | “agreement” means this agreement and all schedules attached hereto and all amendments made hereto and thereto by written agreement between the Shareholders and the Company. |
| b. | “Articles” mean the Articles of Incorporation of the Company. |
| c. | “Board of Directors” or “Board” means the board of directors of the Company from time to time appointed or elected. |
| d. | “Company” means SP Group (Europe) AG. |
| e. | “Dividend” means an annual dividend declared by the Board of Directors equal to 100% of the Net Profit. |
| f. | “Net Profit” means the annual profit of the Company after operating expenses and all other charges, including taxes, interest, and depreciation, have been deducted from the total annual revenue of the Company. |
| g. | “ Shares ” means the authorized common shares in the capital of the Company. |
Part 2
implementation of agreement
2.1 Purpose . This agreement will govern and define the respective rights, interests, powers, and obligations of each of the Shareholders to each other and to the Company as beneficial owners of Shares.
2.2 Compliance . Each of the Shareholders agrees that insofar as it lies within their power to do so the Shareholder will vote or cause to be voted the Shares in such a way so as to fully implement the terms and conditions of this agreement.
2.3 Scope and Nature . The Shareholders disclaim any intention to create a partnership or joint venture and nothing in this agreement will constitute the Shareholders as partners or joint-venturers or constitute any Shareholder as the agent of any other Shareholder. The Shareholders will not, by virtue of this agreement or their ownership of Shares, be deemed or construed to be carrying on business together.
2.4 Conflict with Articles . In the event of any conflict between the provisions of this agreement on the one hand, and the Articles on the other, the provisions of this agreement will prevail and govern.
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Part 3
declaration of dividend
3.1 Declaration of Dividend . Once each calendar year and within 30 days of the Company’s fiscal year-end, the Board shall declare the Dividend payable to the Shareholders.
3.2 Payment of Dividend . Within 60 days of the Company’s fiscal year-end the Company shall deliver payment of the Dividend to the Shareholders. Each Shareholder will be entitled to their portion of the Dividend as follows:
| Christopher Grunder | 55% | ||
| Other shareholders | 25% | ||
| SPGX | 20% |
Part 4
general
4.1 Notices . Any notice, payment, direction, or other instrument required or permitted to be given under this agreement will be in writing and may be given by delivering same or mailing same by registered mail or sending same by telegram, e-mail, telecommunication device, or other similar form of communication to the following addresses:
If to: Christopher Grunder
Christopher Grunder
c/o Falkenstrasse 28, Zurich, Switzerland, 8008
E-mail: christopher.grunder@sp-groupag.ch
If to SPGX:
Sustainable Petroleum Group Inc.
c/o 2316 Pine Ridge Road, 383, Naples, Florida, 34109
E-mail: cw@spgroupe.com
If to the Company:
SP Group (Europe) AG
c/o Falkenstrasse 28, Zurich, Switzerland, 8008
E-mail: info@sp-groupag.ch
Any notice, direction or instrument aforesaid will:
| (a) | if delivered, be deemed to have been given or made at the time of delivery; | |
| (b) | if mailed by registered mail in Switzerland and properly addressed be deemed to have been given or made on the third day following the day on which it was so mailed; provided that if mailed, should there be, at the time of mailing or between the time of mailing and the actual receipt of the notice, a mail strike, a slowdown or other labour dispute, or a natural catastrophe, which might affect the delivery of such notice by the mails, then such notice will be only effective if actually delivered; and |
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| (c) | if sent by telegraph, e-mail, telecommunication device or other similar form of communication, be deemed to have been given or made on the date following the day on which it was sent. |
Any party may give written notice of change of address in the same manner, in which event such notice will thereafter be given to it as above provided at such changed address.
4.2 Governing Laws . This agreement is governed by and construed in accordance with the laws of the Country of Switzerland, and must be litigated in the courts of Switzerland. The parties irrevocably attorn to the jurisdiction of the courts of Switzerland.
4.3 Amendments . This agreement will not be amended except by written agreement signed by all the parties.
4.4 Enurement . This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, assigns, and legal representatives.
{This space intentionally left blank}
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4.5 Counterpart . This agreement may be executed in one or more counterparts, each of which when so executed shall be deemed an original, and such counterparts together shall constitute one in the same instrument.
IN WITNESS WHEREOF this agreement was executed by the parties hereto as of the day and year first above written.
| SIGNED , SEALED and DELIVERED | ) | ||
| by in the presence of: | ) | ||
| ) | |||
| /s/ Witness | ) | ||
| Signature of Witness | ) | /s/ Christopher Grunder | |
| ) | CHRISTOPHER GRUNDER | ||
| Print Name | ) | ||
| ) | |||
| ) | |||
| Address | ) | ||
| ) | |||
| ) | |||
| Occupation | ) | ||
| The Common Seal of | ) | ||
| Sustainable Petroleum Group Inc. | ) | ||
| affixed was hereunto in the presence of: | ) | ||
| ) | |||
| /s/ Christian Winzenried | ) | C/S | |
| CHRISTAIN WINZENRIED, CEO | ) | ||
| The Common Seal of | ) | ||
| SP Group (Europe) AG | ) | ||
| affixed was hereunto in the presence of: | ) | ||
| ) | |||
| /s/ Christopher Grunder | ) | C/S | |
| CHRISTOPHER GRUNDER, DIRECTOR | ) |