Exhibit 10(v) Share Transfer Agreement
SHARE TRANSFER AGREEMENT
THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered
into as of this 31st day of March, 2000, by and among Bachkine & Meyer
Industries, S.A., a British Virgin Islands corporation, with an address at Rue
de la Rotisserie 29, 1204 Geneva, Switzerland ("BMI"), Double Impact, Inc., a
California corporation, with an address at 785 Market, San Fransisco, CA 94103
("DI"), and New Generation Plastic, Inc., a Delaware corporation, with an
address at 245 Park Avenue, 39th Floor, New York, New York 10167 ("NGH").
W I T N E S S E T H:
WHEREAS, BMI is a majority shareholder of NGH, that is executing a name
change to New Generation Holdings, Inc. and forming two private subsidiaries,
New Generation Plastic, Inc. and New Generation Partners, Inc. ("NGPartners").
NGPartners will engage in the incubation of European Internet companies to
create a collaborative network of business to business e-commerce, Internet
infrastructure and wireless Internet companies; and
WHEREAS, DI is a global venture catalyst firm which helps to accelerate
the development of early stage Information Technology and Internet ventures; and
WHEREAS, NGH, NGPartners and DI have entered into that certain
Strategic Collaboration Agreement dated of even date herewith (the "SC
Agreement") to collaborate in developing the business of NGPartners; and
WHEREAS, BMI has agreed to transfer shares of common stock of NGH in
accordance with first sentence of Section 3.3 of the SC Agreement; and
WHEREAS, the parties desire to set forth in this Agreement the terms
and conditions applicable to this Agreement.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
BMI TO TRANSFER SHARES
1.1 Transfer of Shares. BMI agrees that in consideration of DI's
contribution to the co-founding of NGPartners, including the initial NGP
Advisory, and its contribution to creating value in NGPartners, it shall
transfer to DI 500,000 shares of NGH (NASDAQ BB: NGPX) common stock as soon as
the transfer restrictions presently imposed on the shares are no longer
applicable. NGH will fully cooperate in such transfer between BMI and DI.
1.2 Registration Statement. BMI has been informed by NGH that a Form
SB-2 registration statement was filed by NGH on March 10, 2000 for the resale of
approximately 4,500,000 shares of NGH common stock by the holders thereof and
that 500,000 shares owned by BMI are included in the shares to be registered.
BMI and NGH shall take all necessary actions to prosecute such filing promptly
1.3 BMI and NGH Representations in Connection with Transfer. BMI and
NGH represent and warrant to DI that, upon the aforementioned shares' issuance
to DI, all such shares will be validly issued, fully paid, and nonassessable,
and DI will acquire good title to the shares, free and clear of any lien or
other encumbrance. Such parties also represent and warrant that all necessary
actions have been taken by BMI and NGH to duly authorize and approve such
1.4 Further Actions. The parties agree to execute such further
instruments and to take such further actions as may be necessary to carry out
the intent of this Agreement.
2.1 Notices. Any notices to be given hereunder by any party to the
other party may be effected either by personal delivery in writing or by
registered or certified mail (postage prepaid with return receipt requested),
overnight delivery service or facsimile (with a copy by registered mail). Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but each party may change such address
by written notice in accordance with this paragraph. The date upon which any
such notice is received at the designated address shall be deemed to be the date
of such notice.
2.2 Assignment. This Agreement may not be assigned by any party without
the prior written consent of the other parties.
2.3 Arbitration. In the event of a dispute between the parties arising
under this Agreement, the parties shall submit to binding arbitration in New
York County, New York, under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") before a single arbitrator chosen by the parties
(or, in the event that the parties are unable to
agree on an arbitrator, by the AAA) who is knowledgeable of the venture capital
financial markets and the internet industry. Pre-trial and trial procedures in
the arbitration shall generally be governed by the Federal Rules of Civil
Procedure and the Federal Rules of Evidence. The decision of the arbitrator
shall be final and binding with respect to the dispute subject to arbitration
and shall be enforceable in any court of competent jurisdiction. Each party
shall bear its own expenses and costs incurred in such arbitration. Nothing in
this paragraph shall derogate from the rights of the parties to seek preliminary
injunctive relief before the courts of New York to preserve the status quo.
2.4 Waivers. Any delay or forbearance by either party in exercising any
right hereunder shall not be deemed a waiver of that right.
2.5 Entire Agreement. This Agreement, the attached schedules and
exhibits constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the subject matter hereof.
Each party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, that are not embodied herein, and that no
other agreement, statement, or promise not contained in this agreement shall be
valid or binding. Any modification of this Agreement will be effective only if
it is in writing signed by the party to be charged.
2.6 Severability. If any provision of this Agreement shall be held to
be invalid or unenforceable in any jurisdiction in which this Agreement is being
performed, then the meaning of such provision shall be construed so as to render
it enforceable, to the extent feasible; and if no feasible interpretation would
save such provision, it shall be severed from this Agreement and the remainder
shall remain in full force and effect. However, in the event such provision is
considered an essential element of this Agreement, the parties shall promptly
negotiate a replacement thereof
2.7 Partial Invalidity. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
2.8 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of law principles.
2.9 Public Announcements. The parties agree to cooperate in the
preparation of any public announcement or communication with any news media in
respect of this Agreement or the services performed.
2.10 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties, their successors, and permitted assigns.
2.11 Negotiated Agreement. This Agreement is the result of negotiations
between the parties. Accordingly, no party to this Agreement shall be deemed to
be the author of this Agreement and there shall be no presumption that this
Agreement is to be construed for or against any party to this Agreement on the
basis of the authorship of this Agreement.
2.12 Headings. The headings in this Agreement are inserted merely for
the purpose of convenience and shall not affect the meaning or interpretation of
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
BACHKINE & MEYER INDUSTRIES, S.A DOUBLE IMPACT, INC.
By: /s/ Jacques Mot By: /s/ D. Randall Boyer
Name: Jacques Mot Name: D. Randall Boyer
Title: Chairman Title: President
NEW GENERATION PLASTIC, INC
By: /s/ Paul Hokfelt
Name: Paul Hokfelt
Title: Chief Executive Officer