EX-2.5
from S-1/A
19 pages
Parties (1) Optilan (Uk) Limited (In Liquidation) Incorporated and Registered in England and Wales With Company Number 02715788 Whose Registered Office Is at C/O Evelyn Partners Llp, 45 Gresham Street, London, Ec2v 7bg Acting by the Joint Liquidators (Seller) (2) Colin Hardman, Christopher Allen and Gregory Andrew Palfrey as Joint Liquidators of the Seller All of Evelyn Partners Llp of 45 Gresham Street, London, Ec2v 7bg (Joint Liquidators) (3) Darkpulse Inc Incorporated and Registered in Delaware, United States With Company Number 87-0472109 Whose Registered Office Is at 815 Walker Street, Suite 1155, Houston Tx 77002 USA (Buyer) Background (A) a Winding-Up Order Was Made in Respect of the Seller by Deputy District Judge Hayward in Portsmouth County Court on 28 June 2023. (B) the Joint Liquidators Were Appointed as Liquidators of the Seller on 9 August 2023 by Appointment by the Secretary of State Under Section 137 of the Insolvency Act 1986. (C) the Seller Has Agreed to Sell and the Buyer Has Agreed to Purchase Such Right, Title and Interest (If Any) as the Seller Has in the Assets, on the Terms and Conditions of This Agreement. (D) the Joint Liquidators Have Entered Into This Agreement Solely for the Purpose of Obtaining the Benefit of the Provisions in Their Favour and Shall Incur No Personal Liability of Any Kind Under or in Connection With This Agreement
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