EX-10.1 2 s107050_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

    DATED 13 April 2017  
 
 

EBONEX LIMITED

 

and

 

AQUA METALS, INC.

 

(1)

 

(2)

 

 

 

AGREEMENT

 

for the sale and purchase of the entire issued share capital of Ebonex IPR Limited and other matters related to the proposed acquisition

 

  
         

 

 

 

 

 

 

THIS AGREEMENT is made on 13 April 2017

 

BETWEEN:

 

(1)EBONEX LIMITED, a company registered in England and Wales with company number 09224581 whose registered address is at Second Floor, 16 St. Cuthberts Street, Bedford, Bedfordshire, MK40 3JG (“Seller”); and

 

(2)AQUA METALS, INC., a company registered in Delaware, U.S.A. (company registration number 47-1169572 whose address is at 1010 Atlantic Avenue, Alameda CA 94501 (“Buyer”).

 

WHEREAS:

 

(A)The Seller is the registered holder and the beneficial owner of all of the issued shares in EIPRL.

 

(B)The Seller is willing to sell such shares to the Buyer, and the Buyer is willing to purchase them, by exercising the EIPRL Option (as defined below) and on the terms of this Agreement.

 

NOW IT IS AGREED:

 

1Definitions and interpretation

 

1.1In this Agreement unless the context otherwise requires:

 

“Accounts” means the audited financial statements of EIPRL comprising EIPRL’s individual accounts as defined in sections 394 and 396 CA 2006 including the cash flow statement, notes to those accounts and the associated directors’ and auditors’ reports, for the financial year ended on the Accounts Date;

 

“Accounts Date” means 30 June 2015;

 

“AQM” means Aqua Metals, Inc., a company listed on NASDAQ with stock code “AQMS”;

 

“AQM Common Stock” means the $0.001 par value common stock of the Buyer;

 

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“AQM Consideration Shares” means such number of shares of AQM Common Stock equal to USD2,200,000 divided by the AQM VWAP as of the date of this Agreement;

 

“AQM VWAP” means, for any date, the daily volume weighted average price of the AQM Common Stock for the ten (10) trading days prior to such date (or the nearest preceding date) on NASDAQ as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time to 4:02 p.m. New York City time);

 

“Associated Person” means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed services for or on that company’s behalf;

 

“business day” means a day on which banks are ordinarily open for the transaction of normal banking business in London;

 

“business hours” means between 9.00 a.m. and 5.00 p.m. on a business day;

 

“Business IPR” means all EIPRL IPR and rights in any Relevant Third Party IPR;

 

“Buyer’s Solicitors” means K&L Gates LLP, One New Change, London EC4M 9AF;

 

“CA 2006” means the Companies Act 2006;

 

“Call Option Agreement” means the call option agreement dated 5 April 2016 between the Seller and the Buyer;

 

“Claim” means a claim by the Buyer against the Seller under the Warranties or any other provision of this Agreement;

 

“Competition Law” means the national and directly effective legislation of any jurisdiction which governs the conduct of companies or individuals in relation to restrictive or other anti-competitive agreements or practices, dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers;

 

“Completion” means completion of the sale and purchase of the Sale Shares by the performance by the parties of their respective obligations under Clause 6 and Schedule 3;

 

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“Completion Date” means the date of this Agreement;

 

“Confidential Information” means all industrial, commercial, technical, financial and other information wherever located and of whatever nature and in whatever form (whether written, oral, visual, recorded, graphical, electronic or otherwise) relating to the activities of EIPRL, which is, or may be, secret or confidential and including (but not limited to) records, trade secrets, formulae, processes, methods and equivalent information in connection with the products manufactured, produced, distributed and sold and the services supplied by EIPRL and the customers and suppliers of EIPRL;

 

“Data Protection Legislation” means the DPA, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;

 

“Disclosure Letter” means the letter of the same date as this Agreement in the agreed form from the Seller to the Buyer qualifying the Warranties;

 

“Domain Names” means the domain names listed in Schedule 7;

 

“DPA” means the Data Protection Act 1998;

 

“EIPRL” means Ebonex IPR Limited, a company registered in England and Wales with company number 09288783 whose registered address is at Second Floor 16 St. Cuthberts Street, Bedford, Bedfordshire, England, MK40 3JG (details of which are set out in Schedule 1);

 

“EIPRL IPR” means all Intellectual Property Rights solely or jointly owned by EIPRL, including but not limited to all items identified as EIPRL IPR in Schedule 7;

 

“EIPRL Option” means the option to purchase the entire issued share capital of EIPRL pursuant to the Call Option Agreement;

 

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“EIPRL Software” means any Software in which the Intellectual Property Rights are solely or jointly owned by EIPRL, including but not limited to all items identified as EIPRL Software in Schedule 7;

 

“EL Equity” means all the shareholders of the Seller as at Completion, which include 1) Clive Anthony Davies; 2) Low Carbon Innovation Fund Limited; 3) NES Partners; and 4) Atraverda USA;

 

“Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment by way of security, option or obligation to grant an option, restriction, claim, right of pre-emption, right of first refusal, third party right or interest, other encumbrance or security interest of any kind or other preferential arrangement having similar effect, not including restrictions on transfer under the Securities Act;

 

“ETL” means Ebonex Technologies Limited, a company registered in England and Wales with company number 08249948 whose registered address is at Units A&B Roseheyworth Business Park, Abertillery, Gwent, Wales, NP13 1SX;

 

“Guarantee” means any guarantee, suretyship, indemnity, letter of comfort or other obligation, bonding liability or similar contingent liability whether given directly or by way of counter-indemnity, by EIPRL to any third party in respect of a liability of any person other than EIPRL;

 

“HMRC” means HM Revenue and Customs;

 

“holding company” means a holding company as defined by section 1159 CA 2006 or a parent undertaking as defined by section 1162 CA 2006;

 

“Intellectual Property Rights” means rights to inventions (whether patentable or not), rights in get-up, patents and supplementary protection certificates, utility models, trade marks (including logos and strap lines), service marks, domain names, websites, rights in designs, trade or business names, copyrights, rights in the nature of copyright, database and unfair extraction rights and rights in confidential information (including trade secrets and know-how), in each case for the full term thereof throughout the world, whether past, present or future and whether or not registered or recorded in any manner, and all similar or equivalent rights, together with applications (and the right to make applications) for and renewals, re-issues, extensions, divisions and continuations of, and goodwill and the right to sue for passing off or in unfair competition relating to, any of the above;

 

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“IP Licence” means any licence, sub-licence, agreement, authorisation or permission, whether express or implied and whether or not in writing, to which EIPRL is a party, relating to the use, enjoyment and/or exploitation by EIPRL of any Third Party IPR or by any third party of any Business IPR, including (for the avoidance of doubt) the Deed of Assignment of Business IP dated 12 December 2014 between Atraverda USA, Inc, the Seller and EIPRL;

 

“ITA 2007” means the Income Tax Act 2007;

 

“Management Accounts” means the unaudited management accounts of EIPRL for the period from the Accounts Date to the Management Accounts Date;

 

“Management Accounts Date” means 28 February 2017;

 

“Non-Tax Claim” means any Claim which is not a Tax Claim;

 

“Personal Data” means personal data (as defined in the DPA) processed by EIPRL;

 

“Registered EIPRL IPR” means all EIPRL IPR that have been registered or that are applications for registration of Intellectual Property Rights or for registered Intellectual Property Rights;

 

“related company” in relation to any company means any subsidiary or holding company of that company or any other subsidiary of that company’s holding company;

 

“Relevant Breach” means any event, matter or circumstance which is inconsistent with, contrary to or otherwise a breach of any of the Warranties (as qualified by Clause 8.2);

 

“Relevant Third Party IPR” means all Third Party IPR licensed to EIPRL or the subject matter of which is used by EIPRL, including but not limited to all Intellectual Property Rights identified as Relevant Third Party IPR in Schedule 7;

 

“Residual Liability” means a potential liability of the Seller in respect of a Claim at the time of a novation thereof pursuant to paragraph 9 of Schedule 6;

 

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“Sale Shares” means the issued 1,448,263 ordinary shares of £1 each in the capital of EIPRL, being the entire issued share capital of EIPRL as at the date of this Agreement;

 

“SEC” means the U.S. Securities and Exchange Commission;

 

“Securities Act” means the U.S. Securities Act of 1933, as amended, including all rules and regulations promulgated thereunder;

 

“Seller’s Solicitors” means Mills & Reeve LLP registered in England & Wales with number OC326165 of Botanic House, 100 Hills Road, Cambridge, CB2 1PH (ref: CBM/4036682-0001);

 

“Software” means computer programs (including but not limited to software applications, databases, operating systems, compilers, and firmware and any other computer programs embedded in any information or communications technology equipment) whether in source code or object code form, and including any accompanying user guides and/or manuals;

 

“Software Licence” means any licence, sub-licence, agreement, authorisation or permission, whether express or implied and whether or not in writing, relating to the use, enjoyment and/or exploitation by EIPRL of any Third Party Software or by any third party of any EIPRL Software;

 

“subsidiary” means a subsidiary as defined by section 1159 CA 2006;

 

“subsidiary undertaking” means a subsidiary undertaking as defined by section 1162 CA 2006;

 

“Tax Claim” means a Claim by the Buyer against the Seller under the Tax Warranties;

 

“Tax Covenant” means the covenant in relation to tax set out in part C of Schedule 5;

 

“Tax Warranties” means the Warranties relating to taxation set out in part B of Schedule 5;

 

“Third Party IPR” means all Intellectual Property Rights not solely owned by EIPRL;

 

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“Third Party Software” means any Software used by EIPRL that is not solely owned by EIPRL, including but not limited to all items identified as Third Party Software in Schedule 7;

 

“use” in the context of any Intellectual Property Rights means use of the subject matter of such rights including but not limited to any such use that would, without the consent of the owner of the Intellectual Property Rights, be an infringement or breach of such Intellectual Property Rights;

 

“VATA 1994” means the Value Added Tax Act 1994;

 

“Virus” means any software programme or code intended to destroy, interfere with, corrupt, or cause undesired effects on programme files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such software programme is introduced wilfully, negligently or without knowledge of its existence;

 

“Warranties” means the warranties set out in Schedule 4 and part B of Schedule 5; and

 

“Websites” means the websites owned and/or operated by or on behalf of EIPRL at the Domain Names, including but not limited to any content appearing at such websites.

 

1.2In this Agreement unless the context otherwise requires:

 

1.2.1a document expressed to be “in the agreed form” means a document in a form which has been agreed by the parties on or before the date of this Agreement;

 

1.2.2references to a Clause or Schedule are to a Clause of, or a schedule to, this Agreement, references to this Agreement include its schedules and references in a schedule or part of a schedule to a paragraph are to a paragraph of that schedule or that part of that schedule;

 

1.2.3references to this Agreement or any other document or to any specified provision of this Agreement or any other document are to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement or that document or, as the case may be, with the agreement of the relevant parties;

 

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1.2.4words importing the singular include the plural and vice versa and words importing a gender include every gender;

 

1.2.5the table of contents and the descriptive headings to Clauses, Schedules and paragraphs are inserted for convenience only, have no legal effect and shall be ignored in the interpretation of this Agreement;

 

1.2.6references to persons or companies, except where used in reference to EIPRL, will include any partnership, undertaking or other body of persons, whether incorporated or not incorporated and whether now existing or hereafter to be formed;

 

1.2.7references to any enactment (meaning any statute or statutory provision, whether of the United Kingdom or elsewhere, any subordinate legislation (as defined by section 21(1) Interpretation Act 1978) and any other subordinate legislation made under any such statute or statutory provision) shall be construed as references to:

 

(i)any enactment which that enactment has directly or indirectly replaced (whether with or without modification); and

 

(ii)that enactment as re-enacted, replaced or modified from time to time, before or on the date of this Agreement, or after the date of this Agreement except to the extent that the liability of any party is thereby increased or extended; and

 

1.2.8the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

 

2Exercise of Call Option

 

2.1Pursuant to the Call Option Agreement, the Buyer hereby gives notice of its exercise of the EIRL Option on the date of this Agreement and the parties agree that the Exercise Period under the Call Option Agreement shall be deemed extended to permit this (but without any additional monthly fee being due).

 

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2.2The Seller acknowledges that it has received the monthly payments of US$15,000 payable by the Buyer pursuant to clause 2.3 of the Call Option Agreement and covenants that is has at all times complied with its obligations and undertakings in the Call Option Agreement, including, without limitation, each of them set out in clause 2.4, clause 7 and clause 8 therein.

 

3Sale of the Sale Shares

 

3.1The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the Sale Shares.

 

3.2The Seller shall sell and transfer the Sale Shares with full title guarantee and free from any Encumbrance and with all rights and benefits attached or accruing to them at or after the date of this Agreement (including the right to receive all dividends, distributions or any return of capital declared, paid or made by EIPRL on or after Completion).

 

4Consideration

 

4.1The consideration for the sale of the Sale Shares shall be a cash amount of US$100,000 (the “Completion Payment”) and the issuance by the Buyer to the Seller of the AQM Consideration Shares, being in such number as is US$2,200,000, divided by the AQM VWAP as measured as at the date of this Agreement.

 

4.2The Buyer covenants with the Seller that:

 

4.2.1it has all the right to issue the AQM Consideration Shares on the terms set out in this Agreement, and particularly:

 

(i)it has obtained the relevant approval by the board of directors of AQM (and that by the required majority of shareholders in AQM, if applicable) for the issuance of the AQM Consideration Shares on the terms set out in this Agreement;

 

(ii)all the necessary filing, notification or other submission to the SEC for the purpose of giving effect to the issuance of the AQM Consideration Shares on the terms set out in this Agreement has been or will be made in a timely manner to, and accepted by the SEC at the cost of the Buyer; and

 

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(iii)the Buyer will fully cooperate in any transfer of AQM Consideration Shares by the Seller to EL Equity in a transaction exempt from the registration requirements of Section 5 of the Securities Act, including the provision of any required opinion of counsel at AQM’s expense; and

 

4.2.2it shall issue the AQM Consideration Shares free from all Encumbrances.

 

4.3The Seller acknowledges that the AQM Consideration Shares issuable pursuant to Clause 4.1 will be issued as restricted securities within the meaning of Rule 144 under the Securities Act, and may not be sold or otherwise transferred other than pursuant to an effective registration statement or an exemption from registration. The Seller represents and warrants that it is acquiring the AQM Consideration Shares for its own account and with no present expectation of further distributing the AQM Consideration Shares. The Seller understands and agrees that the certificates for the AQM Consideration Shares shall bear a restrictive legend in substantially the following form:

 

“The Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered for sale, sold, or otherwise disposed of, except in compliance with the registration provisions of such Act or pursuant to an exemption from such registration provisions, the availability of which is to be established to the satisfaction of the Company and confirmed by an opinion of counsel acceptable to the Company in its reasonable discretion.”

 

4.4The Seller acknowledges that it has accessed and reviewed the Buyer’s reports on file with the SEC, including Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and all subsequently filed reports (“SEC Filings”). The Seller acknowledges that the offer and sale of the AQM Consideration Shares is being made only by means of this Agreement and understands that the Buyer has not authorised the use of, and the Seller confirms that it is not relying upon, any other information, written or oral, other than material contained in this Agreement for the SEC Filings. The Seller is aware that the purchase of the Consideration Shares involves a high degree of risk and that the Seller may sustain, and has the financial ability to sustain, the loss of its entire investment in the Consideration Shares.

 

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4.5The Seller undertakes not to transfer the AQM Consideration Shares save for a market sale.

 

5Pre-Completion matters (including conditions precedent and related undertakings)

 

5.1The obligations of the parties for the sale and purchase of the Sale Shares under this Agreement are conditional on the outstanding intercompany loan of £1,500,000 owed by EIPRL to the Seller together with accrued interest thereon being repaid in full by way of EIPRL allotting and issuing 1,500,000 ordinary shares of £1.00 each in its share capital to the Seller, prior to Completion (“Condition”);

 

5.2The Buyer reserves the right to waive (to such extent as it may think fit) the Condition.

 

5.3Any waiver by the Buyer under Clause 5.2 is without prejudice to any other rights which the Buyer (as the case may be) may have under this Agreement.

 

6Completion

 

6.1Completion shall take place at the offices of the Seller’s Solicitors or at such other place as the parties may agree immediately after the signing and exchange of this Agreement when all (but not part only unless the parties shall so agree) of the business referred to in Schedule 3 shall be transacted.

 

6.2The Seller undertakes to use the Completion Payment promptly to pay for certain costs, including the rent for certain units at the Abertillery industrial estate, for a period of six months from the Completion Date in accordance with such timetable for payment as the parties agree.

 

7Post-Completion matters

 

7.1The Seller undertakes that for so long as it remains the registered holder of any of the Sale Shares after Completion it will:

 

7.1.1hold the Sale Shares and any dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Completion and all rights arising out of or in connection with them in trust for the Buyer and its successors in title; and

 

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7.1.2deal with and dispose of the Sale Shares and all such dividends, distributions and rights as are described in Clause 7.1.1 as the Buyer (or any such successor) may direct.

 

7.2From Completion until such time as the Buyer is entered in the register of members of EIPRL as the registered holder of the Sale Shares the Seller irrevocably appoints the Buyer as its lawful attorney for the purpose of:

 

7.2.1signifying agreement to any written resolution of EIPRL circulated in accordance with Chapter 2 of Part 13 of CA 2006; and

 

7.2.2receiving notices of and attending and voting at all meetings of the members of EIPRL.

 

7.3The Seller authorises and directs:

 

7.3.1EIPRL to send any written resolutions and notices in respect of its holding of the Sale Shares to the Buyer; and

 

7.3.2the Buyer to complete the same in such manner as it thinks fit and to return proxy cards, consents to short notice and any other documents required to be signed by it in its capacity as a member of EIPRL.

 

7.4The Seller shall at its own cost execute or, so far as each is able, procure that any necessary third party shall execute all such documents and/or do or, so far as each is able, procure the doing of such acts and things as the Buyer shall after Completion reasonably require in order to give effect to this Agreement and any documents entered into pursuant to it.

 

8Warranties

 

8.1In consideration of the Buyer entering into this Agreement the Seller warrants to the Buyer:

 

8.1.1(subject to Clause 8.2) in the terms of the Warranties;

 

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8.1.2that each statement set out in Schedule 4 is true and accurate at the date of this Agreement; and

 

8.1.3that any Warranty which is qualified as being made “so far as the Seller is aware” or “to the best of the knowledge, information and belief of the Seller” has been so qualified after making reasonable enquiry of the directors of EIPRL, Mr Keith Ellis of ETL and Mr Edward Morse of Boult Wade Tennant.

 

8.2The Warranties are qualified by the matters fairly disclosed in the Disclosure Letter and for this purpose “fairly disclosed” means accurate and clearly understand the nature and scope of the matter and disclosed in such manner and in such detail as to enable the Buyer to make an informed assessment of the matter concerned.

 

8.3Each Warranty shall be construed independently and shall not be limited by reference to any other Warranty or by any other provision of this Agreement.

 

8.4The Warranties shall not in any respect be extinguished or affected by Completion.

 

8.5All claims by the Buyer for damages or compensation in respect of any Relevant Breach under this Agreement shall be subject to the provisions for the protection of the Seller in Schedule 6.

 

8.6None of the limitations contained in Schedule 6 or elsewhere in this Agreement shall apply to exclude or limit the liability of the Vendor in respect of any claim under the Warranties which arises or is increased or which is delayed as a result of fraud, wilful misconduct or wilful concealment by the Vendor or the Company or any their respective directors, officers, employees, agents or advisers.

 

9Tax Covenant

 

9.1The Seller covenants with the Buyer on the terms of the Tax Covenant whose provisions, together with the provisions in Schedule 5 generally, shall take effect from Completion.

 

10Continuing effects of this Agreement

 

10.1All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of any of the Buyer’s rights in relation to this Agreement.

 

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11Announcements and confidentiality

 

11.1Save as (but only to the extent) expressly required by law or by any relevant regulatory, governmental or quasi-governmental authority, all announcements by, for or on behalf of any of the parties to this Agreement concerning the existence or content of this Agreement and any document in the agreed form shall be in a form approved in writing by the parties in advance of issue.

 

11.2Each party shall at all times after the date of this Agreement keep and procure to be kept strictly confidential all information belonging to any of the other parties received or obtained as a result of entering into or performing this Agreement and any document in the agreed form which relates to:

 

11.2.1the subject matter and provisions of this Agreement;

 

11.2.2the negotiations relating to this Agreement; and

 

11.2.3the business, operations, assets, liabilities or financial or other affairs (including future plans and targets ) of each of the other parties,

 

and shall neither use nor disclose any such information except for the purposes of the proper performance of this Agreement or with the prior written consent of the other parties. Where disclosure is made to any employee, consultant, adviser or agent, it shall be made subject to obligations equivalent to those set out in this Agreement and each party shall use its reasonable endeavours to procure that any such employee, consultant, adviser or agent complies with all those obligations. Each party shall be responsible to each of the other parties in respect of any disclosure or use of any such information belonging to the other parties by a person to whom disclosure is made. In this Clause 11.2 disclosure includes disclosure in writing or by any other means.

 

11.3The obligations of confidentiality in this Clause 11 shall not extend to a party in respect of any matter which that party can show:

 

11.3.1is in or the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement;

 

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11.3.2was in that party’s written records prior to the date of this Agreement and not subject to any obligations of confidentiality;

 

11.3.3was independently disclosed to that party by a third party entitled to disclose it;

 

11.3.4is required to be disclosed for the purposes of stamping, by law of any relevant jurisdiction or for the purpose of any judicial or quasi-judicial proceedings;

 

11.3.5is required by or for the purposes of any filing or registration by a party with any regulatory, governmental or quasi-governmental authority to which any party is subject or submits and wherever situated, (including the UK Listing Authority, the Land Registry and HMRC) and whether or not the requirement for information has the force of law; or

 

11.3.6is disclosed on a strictly confidential, need to know basis to the employees, professional advisors, auditors, potential financiers and bankers of such party.

 

12Releases, waivers, etc by the Buyer

 

12.1No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party.

 

12.2Failure or delay by any party in exercising any right or remedy under this Agreement will not in any circumstances operate as a waiver of it, nor will any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy.

 

12.3Any waiver of any breach of, or any default under, any of the terms of this Agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

 

13Notices

 

13.1Except as otherwise provided in this Agreement, every notice (including any request, demand, instructions, communication or other document) under this Agreement shall be in writing and shall be deemed to be duly given if it is addressed to the party to whom it is intended (if intended for the Seller, addressed to David Casale, c/o Turquoise International Limited, 2 Lambeth Hill, EC4V 4GG and Dr. Stephen Clarke of Aqua Metals, Inc., 101 Atlantic Avenue, Alameda, CA 94501 if intended for the Buyer) to be given at its authorised address and:

 

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13.1.1delivered by hand personally to the addressee; or

 

13.1.2duly sent by prepaid first class post (or by airmail registered post if overseas),

 

and, in proving the giving or service of such notice, it shall be conclusive evidence to prove that the envelope containing such notice was addressed to the authorised address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid first class post (or airmail registered post if overseas) letter. The fact that the intended recipient of a notice shows that he did not receive the same, whether or not that fact was known to the giver of the notice, shall not derogate from the effectiveness in law of the service as provided by this Clause 13.

 

13.2For the purposes of this Clause 13, the authorised address of the Seller shall be the address of the Seller’ Solicitors, the authorised address of the Buyer shall be 1010 Atlantic Avenue, Alameda, CA 94501 and the authorised address of EIPRL and ETL shall be the address of its respective registered office for the time being.

 

13.3Any notice duly given within the meaning of Clause 13.1 shall be deemed to have been both given and received:

 

13.3.1if it is delivered in accordance with Clause 13.1.1, upon such delivery; or

 

13.3.2if it is duly posted in accordance with Clause 13.1.2, on the second (or, when sent by airmail, fifth) business day after the day of posting.

 

13.4No party shall attempt to prevent or delay the service upon it of any notice connected with this Agreement.

 

14Entire Agreement

 

14.2This Agreement (together with all documents which are required by its terms to be entered into by the parties or any of them) constitutes the entire agreement between the parties and supersedes and replaces any previous oral or written agreement between the parties relating to the subject matter of this Agreement.

 

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14.3Nothing in this Clause will have the effect of limiting or restricting any liability of the parties arising as a result of any fraud.

 

15Severability

 

15.1Each provision of this Agreement is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement but (except to that extent in the case of that provision) it and all other provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired, provided that the operation of this Clause 15 would not negate the commercial intent and purpose of the parties under this Agreement.

 

15.2If any provision of this Agreement is illegal or unenforceable as a result of any time period being stated to endure for a period in excess of that permitted by a regulatory authority, that provision shall take effect with a time period that is acceptable to the relevant regulatory authorities subject to it not negating the commercial intent of the parties under this Agreement.

 

16Counterparts

 

16.1This Agreement may be entered into in any number of counterparts, and each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument.

 

17Payment of costs

 

17.1Each of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement and all ancillary documents.

 

18Successors and assigns

 

18.1This Agreement shall be binding on and shall enure for the benefit of the successors in title and personal representatives of each party.

 

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19Third Party Rights

 

19.1Subject to Clause 21.2, no person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, provided that no right or remedy of any such third party which exists or is available otherwise than by virtue of that Act shall be adversely affected by this Agreement.

 

20Applicable law and submission to jurisdiction

 

20.1This Agreement shall be governed by and construed in accordance with English law. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this Agreement (including any non-contractual dispute or claim).

 

21Assignment

 

21.1Subject to Clause 21.2, neither party may assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement or all or any of its rights or benefits arising under or out of this Agreement without the prior written consent of each other party.

 

21.2The Purchaser may at any time, without the consent of the Vendor, assign, grant a security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement or all or any of its rights or benefits arising under or out of this Agreement to or for:

 

21.2.1any other member of the Purchaser’s Group; or

 

21.2.2any person providing any loan or other financial facility to the Purchaser or any other member of the Purchaser’s Group; or

 

21.2.3any person to whom any of the Shares are sold or transferred following Completion.

 

22Buyer’s Assurances

 

22.1The Buyer warrants to the Seller that it has the requisite power and authority to enter into and perform this Agreement and that this Agreement constitutes a valid, legal and binding obligation on the Buyer in accordance with its terms and, without prejudice to the generality of the foregoing, the Buyer further warrants that all authorisations, approvals, consents and licences required by the Buyer to permit the Buyer to enter into this Agreement and the arrangements herein contemplated have been unconditionally and irrevocably obtained and are in full force and effect.

 

19 

 

 

22.2The Buyer warrants to the Seller that there are no circumstances within the actual knowledge of the Buyer or its officers or employees at the date of this Agreement which entitle the Buyer to make a Claim.

 

IN WITNESS of which this Agreement has been executed as a deed and delivered on the date stated at the beginning.

 

20 

 

 

Schedule 1

 

EIPRL

 

Date and place of incorporation: 30 October 2014, England and Wales
Registered number: 09288783
Registered office: Second Floor 16 St. Cuthberts Street, Bedford, Bedfordshire, England, MK40 3JG
Issued share capital: 1,448,263 ordinary shares of £1.00 each
Directors:

Clive Anthony Davies;

 

Poul Erik Schou-Pedersen;

 

Michael Greenlee;

 

LCIF Representatives

 

Secretary: N/A
Bankers: HSBC
Accounting reference date: 30 June

 

21 

 

 

Schedule 2

 

The assets

 

22 

 

 

Fixed Asset – Plant & Machinery

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
A1211/05 Impression Tooling - Accuma Plastic - WITH SUPPLIER S ACC002 13/12/2011 £11,550.60 £1,925.10 £9,625.50
0609/627 A Frame Gantry with electric travelling hoist - Unit A   ARB001 18/06/2009 £3,558.00 £2,372.00 £1,186.00
0709/634 Scissor Type Lift Tongs - Unit A   ARB001 28/07/2009 £458.00 £297.69 £160.31
1005/620 Benetec - Composite Plate saw - Unit A   BEN001 01/10/2005 £3,980.00 £3,980.00 £0.00
1205/626 Benetec - Plate Saw - Unit A   BEN001 01/12/2005 £3,970.00 £3,970.00 £0.00
1106/642 Bipel Press 300/400  2/3 payment - Unit B   BIP001 01/11/2006 £26,100.00 £26,100.00 £0.00
0305/601 Bipel Press - Unit B   BIP001 01/03/2006 £14,334.00 £14,334.00 £0.00
0606/623 Bipel Press 300/400 Press 1/3 payt - Unit B   BIP001 01/06/2006 £13,050.00 £13,050.00 £0.00
0210/611 Bipel 150T Press Upgrade - Unit B   BIP001 03/02/2010 £11,240.00 £5,994.64 £5,245.36
1204/601 Bipel Press - Deposit - Unit B   BIP001 01/12/2004 £7,167.00 £7,167.00 £0.00
1106/645 Bipel Press - Cartridge heated platens for r400T - Unit B   BIP001 01/11/2006 £6,440.00 £6,440.00 £0.00
1106/644 Bipel 300/400 press 10% payment - Unit B   BIP001 01/11/2006 £4,350.00 £4,350.00 £0.00
0107/600 Bipel Press - Base Plate for 400T - Unit B   BIP001 01/01/2007 £3,532.20 £3,532.20 £0.00
0309/608 Bipel Press - Heated Platen - Unit B   BIP001 01/03/2009 £3,359.72 £2,351.82 £1,007.90
1106/643 Bipel Press - Delivery & siting - Unit B   BIP001 01/11/2006 £2,900.00 £2,900.00 £0.00
0706/626 Bipel Press - 30% deposit Heated Platens - Unit B   BIP001 01/07/2006 £2,760.00 £2,760.00 £0.00
1109/647 Bipel Press - Temperature Controller - Unit B   BIP001 23/09/2008 £1,337.92 £780.46 £557.46
1106/647 Bipel Press - Packing block - 30% - Unit B   BIP001 01/11/2006 £795.00 £795.00 £0.00
1106/646 Bipel Press - Base plate for 400T - 30% deposit - Unit B   BIP001 01/11/2006 £580.80 £580.80 £0.00
0209/692 Bipel Press - Heater Cartridges - Unit B   BIP001 10/02/2009 £434.12 £246.04 £188.08
1208/624 Bitrode - Life Cycle Tester - Battery Testing - Unit B O BIT001 01/12/2008 £31,150.35 £23,362.75 £7,787.60
1208/625 Bitrode Formation Rectifier - LCV8-50-48 - Lincon Batteries O BIT001 01/12/2008 £12,754.00 £9,565.56 £3,188.44
0408/613 Bitrode Cycle Life Tester - Lincon Batteries O BIT001 01/04/2008 £11,990.50 £10,591.62 £1,398.88
1208/627 Bitrode Formation Rectifier - LCV8-50-48 - Lincon Batteries O BIT001 01/12/2008 £5,466.00 £4,099.50 £1,366.50
1210/010 Bitrode Formation Rectifier - LCV8-50-48 - Lincon Batteries O BIT001 31/12/2008 £5,140.00 £2,827.07 £2,312.93
0408/612 BOGE SDF 24/2 Compressor - Unit A   BOG001 01/04/2008 £9,545.00 £8,431.44 £1,113.56
A0711/01 BOGE Compressor SDF CLF9 - Unit A   BOG001 27/07/2011 £6,020.00 £1,504.99 £4,515.01
A1011/01 M502Hi 240KHZ Linear VW Machine   BRA001 01/10/2011 £66,362.30 £13,272.46 £53,089.84

 

23 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
A0511/04 Branson Linear VW Machine M502Hi - Unit B - Shop Floor   BRA001 27/05/2011 £28,733.91 £8,141.28 £20,592.63
A0911/07 Branson VWF for Battery Frame - Unit B - Shop Floor   BRA001 26/09/2011 £17,503.00 £3,792.32 £13,710.68
B0812/01 Branson Vibration Weld Machine - Unit B - Shop Floor   BRA001 01/08/2012 £12,825.00 £712.42 £12,112.58
A0911/04 VW Tooling For Frame LH40071/RH40072 & End Caps-Unit B   BRA001 22/09/2011 £12,825.00 £2,778.75 £10,046.25
A0511/03 Branson VWF for Battery Frame - Unit B - Shop Floor   BRA001 27/05/2011 £8,787.00 £2,489.65 £6,297.35
0805/614 Buehler - Grinder Polisher - Lab B   BUE001 01/08/2005 £5,035.00 £5,035.00 £0.00
0809/670 Fluke 8845A Precision Multimeter - Battery Testing - Unit B   CAL001 01/08/2009 £343.48 £194.60 £148.88
A1211/06 Coater Laminator - Unit B   CAP001 30/11/2011 £11,842.00 £1,973.70 £9,868.30
0108/601 Furnace Carry fwd amount - Unit A   CMF001 01/01/2008 £126,452.51 £126,452.51 £0.00
0906/633 Furnace 30% pmt - Unit A   CMF001 01/09/2006 £78,439.02 £78,439.02 £0.00
0207/609 10% Furnace payment - Unit A   CMF001 01/02/2007 £50,893.87 £50,893.87 £0.00
0806/631 Prelim CM Furnace Pusher details - Unit A   CMF001 01/08/2006 £28,985.74 £28,985.74 £0.00
1209/661 VG/AM costs incurred for Furnace setup - Unit A   CMF001 31/12/2009 £21,729.11 £21,729.11 £0.00
1209/659 Furnace - Shipping, Commissioning & Training F CMF001 31/12/2009 £16,524.13 £16,524.13 £0.00
0609/666 Furnace labour and expenses incurred - Unit A F CMF001 10/06/2009 £11,672.28 £6,614.32 £5,057.96
0709/635 Furnace Asset Improvement - Unit A F CMF001 01/07/2009 £11,672.28 £10,838.01 £834.27
1009/640 Furnace Parts - Unit A F CMF001 01/10/2009 £10,786.72 £6,472.02 £4,314.70
0509/624 Installation & Modification of Furnace - Unit A F CMF001 18/05/2009 £7,292.20 £4,983.02 £2,309.18
1209/660 Furnace Parts - Unit A F CMF001 25/08/2009 £5,127.74 £2,905.70 £2,222.04
0909/673 Furnaces upgrade parts - Unit A F CMF001 02/09/2009 £3,647.95 £2,067.18 £1,580.77
0207/610 Furnace - Batt Pusher 12” - Unit A F CMF001 01/02/2007 £3,645.33 £3,645.33 £0.00
0905/616 Furnace Upgrade - Unit A F CMF001 01/09/2005 £3,155.00 £3,155.00 £0.00
0707/642 Furnace - Saggers (24) - Unit A F CMF001 01/07/2007 £2,278.80 £2,278.80 £0.00
0607/639 Furnace - Saggers (47) - Unit A F CMF001 01/06/2007 £2,234.10 £2,234.10 £0.00
0907/651 Furnace - Saggers (5) - Unit A F CMF001 01/09/2007 £2,193.83 £2,193.83 £0.00
0110/602 Furnace - Moly Grid Element - Unit A F CMF001 18/01/2010 £2,185.40 £1,201.94 £983.46
0210/607 Furnace - Parts - Unit A F CMF001 16/02/2010 £1,898.55 £1,012.54 £886.01
1209/662 Type C Ass’y for Furnace - Unit A F CMF001 30/06/2009 £1,466.64 £831.06 £635.58
0707/643 Furnace - Saggers 24 - Unit A F CMF001 01/07/2007 £1,111.01 £1,111.01 £0.00
0407/622 Furnace - Saggers (21) - Unit A F CMF001 01/04/2007 £994.99 £994.99 £0.00
1209/658 Furnace Part - Unit A F CMF001 16/12/2009 £941.02 £533.20 £407.82

 

24 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
1109/653 Furnace addition - Unit A F CMF001 11/06/2009 £710.33 £414.38 £295.95
1209/664 Furnace - Trigger Board - Unit A F CMF001 09/08/2009 £577.28 £327.12 £250.16
1209/663 Furnace - Fiber optic cables & Fuse indicator - Unit A F CMF001 18/08/2009 £568.57 £322.22 £246.35
1009/682 Furnace upgrade parts - Unit A F CMF001 15/10/2009 £505.52 £286.50 £219.02
A0911/08 Cool Technic - 1 x 4 Way Cassette System - OUTSIDE UNIT B   COO002 29/09/2011 £4,359.00 £944.45 £3,414.55
A0911/10 Cool Technic - 2 x Wall Mounted Units - OUTSIDE UNIT B   COO002 29/09/2011 £4,299.00 £931.45 £3,367.55
A0911/09 Cool Technic - 1 x Split System (Air con ) - OUTSIDE UNIT B   COO002 29/09/2011 £1,699.00 £368.12 £1,330.88
0207/612 Nilfisk Floor Cleaner - Shop Floor   CRF001 01/02/2007 £1,280.00 £1,280.00 £0.00
0905/619 Digatron - IBT 50-72-8 ME - Battery Testing   DIG001 01/09/2005 £41,123.10 £41,123.10 £0.00
1006/213 Digatron UBT 50-18-11(20) - Battery Tester   DIG001 01/10/2006 £36,778.60 £36,778.60 £0.00
0507/630 Digatron - LEG 50-18 ME with CAN LC - Battery Testing   DIG001 01/05/2007 £22,735.62 £22,735.62 £0.00
B0512/03 Digatron - Commissioning of Equipment   DIG001 01/05/2012 £3,702.26 £514.15 £3,188.11
B0312/04 Digatron Digital Firing Circuits - Battery Testing - Unit B   DIG003 01/03/2012 £40,418.82 £4,715.55 £35,703.27
1010/628 Digatron Firing Circuits - UBT-10-12 (18)-24 ME - Lincon   DIG003 01/10/2010 £37,586.66 £14,408.17 £23,178.49
A1211/04 Digatron Digital Firing Circuits - Battery Testing - Unit B   DIG003 01/12/2011 £23,851.89 £5,962.41 £17,889.48
A0211/08 Digatron Commissiong for Equipment - Battery Testing   DIG003 02/02/2011 £2,208.77 £699.42 £1,509.35
A0211/07 Digatron Additional Field Engineer for Circuits - Batt Test   DIG003 02/02/2011 £756.65 £239.60 £517.05
B0512/04 One Day Engineer for Commissioning Cost   DIG003 01/05/2012 £719.32 £99.90 £619.42
0609/626 Hydrogen Detection System - Installation - Unit A F DRA002 10/06/2009 £4,260.00 £2,840.00 £1,420.00
0309/612 Hydrogen Detetion System - Unit A F DRA002 01/05/2009 £3,010.00 £2,107.02 £902.98
0407/619 Furnace - SWA Cable - Unit A F EFS001 01/04/2007 £2,568.00 £2,568.00 £0.00
A0611/07 7060VF-1786 VW Fixture Prototype VWF - Unit B F EME001 01/06/2011 £2,240.00 £597.32 £1,642.68
0309/613 Fisher Saggers - Furnace - Unit A F FIS002 01/03/2009 £3,444.25 £2,410.95 £1,033.30
1009/644 Twin Cavity Compression Mould - On Large Bipel Press   FSG001 30/10/2009 £12,966.00 £7,779.60 £5,186.40
0407/627 Installation of furnace - Unit A F GEM001 01/04/2007 £7,158.77 £7,158.77 £0.00
0407/628 1st Phase installation of furnace - Unit A F GEM001 01/04/2007 £2,885.89 £2,885.89 £0.00
1109/655 Hoiki 3554 Battery HiTESTER - Battery Testing   GMC001 27/02/2009 £1,399.00 £816.12 £582.88
0608/615 Soben Microscope - Lab B   GOI001 01/06/2008 £486.45 £413.50 £72.95
0310/614 DT505 Universal Data Logger - Battery Testing   GRA003 01/03/2010 £1,881.00 £971.85 £909.15
0710/619 Guyson - Phasebead Blasting Cabinet - Unit A   GUY001 07/07/2010 £5,860.74 £2,637.34 £3,223.40
1009/641 Rotary Furnace & Set Up - Unit A   HAR002 08/10/2009 £15,034.45 £9,020.67 £6,013.78

 

25 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
0809/636 Rotary Set Up and Lab Test Days - SERVICES   HAR002 12/08/2009 £10,824.97 £7,406.45 £3,418.52
B0412/04 Conveyor - Medium Wave Infra Red Heater Panel - Unit B   HIR001 16/04/2012 £3,595.00 £599.10 £2,995.90
0709/632 Induction welding equipment - Unit B   IND002 22/07/2009 £15,750.00 £10,237.50 £5,512.50
0509/622 Air Cooled Chiller - Unit B   IND003 30/04/2009 £8,188.00 £5,595.15 £2,592.85
0309/609 Acid Filler   KAL001 01/03/2009 £29,559.92 £20,691.96 £8,867.96
0809/637 Acid Filler   KAL001 01/08/2009 £9,017.17 £5,710.87 £3,306.30
A0411/01 Mould Tooling for 2V Cell Box/Lid/Wedge Spacer - WITH SUPPLIER S KPT001 08/04/2011 £8,360.00 £2,507.98 £5,852.02
A0611/03 Mould Tooling for 2V Cell Box/Lid Wedge Spacer - WITH SUPPLIER S KPT001 09/06/2011 £6,270.00 £1,672.00 £4,598.00
A0511/02 Knights Mould Tooling for 2v Cell Box & Lid - WITH SUPPLIER S KPT001 25/05/2011 £6,270.00 £1,776.50 £4,493.50
0610/617 LR10KPLUS MT Machine - Lab B   LLO001 28/06/2010 £11,831.00 £5,521.12 £6,309.88
0808/617 LF Plus Universal Test Machine - Lab A   LLO001 01/08/2008 £8,321.50 £6,795.90 £1,525.60
0407/626 Mahr LP Powder mix & dispenser - Unit A   MAH002 01/04/2007 £68,325.26 £68,325.26 £0.00
0207/611 MAHR - Powder mi & dispenser - Unit A   MAH002 01/02/2007 £32,927.23 £32,927.23 £0.00
0309/607 Malvern PSD Machine - Hydro 2000G - Powder QC   MAL001 01/03/2009 £29,150.00 £20,404.98 £8,745.02
0606/620 Winkworth MZ28 Mixer - Pasting Lab - Unit B   MIX001 01/06/2006 £11,500.00 £11,500.00 £0.00
B0412/02 New Conveyor & Belt - Unit B   MJE001 01/04/2012 £6,418.00 £1,069.56 £5,348.44
1107/668 Circulaire Fume Cupboard - Pasting Lab - Unit B   MSC001 01/11/2007 £7,340.00 £7,095.31 £244.69
0406/200 National Instruments - NI PXI-1042  (Pax Hardware) - Unit B   NAT001 01/04/2006 £11,370.12 £11,370.12 £0.00
A1111/06 MV300/2Q/C3 Galileo Video Measuring System - Lab A   OPT001 11/11/2011 £16,080.00 £2,948.00 £13,132.00
B0212/07 Pro-Ox Curing Chamber - Pasting Lab - Unit B   POM001 01/02/2012 £29,985.01 £3,998.00 £25,987.01
0605/609 Connection to Furnace - Unit A   POW001 01/06/2005 £583.28 £583.28 £0.00
0409/617 MK2 End Plate Mould - WITH SUPPLIER S PPI001 01/04/2009 £12,850.00 £8,995.02 £3,854.98
0409/620 Gen 4 MK2 Battery Mould Frame - WITH SUPPLIER S PPI001 01/04/2009 £9,750.00 £6,825.00 £2,925.00
0609/631 Gen4 MK2 Battery Mould End Plate 2&3/3 - WITH SUPPLIER S PPI001 01/07/2009 £8,566.66 £5,568.33 £2,998.33
0609/630 2nd & 3rd payment for Mould frame Gen4 - WITH SUPPLIER S PPI001 25/06/2009 £6,500.00 £4,333.32 £2,166.68
0409/618 End Cap Mould - WITH SUPPLER S PPI001 01/04/2009 £5,466.67 £3,826.65 £1,640.02
0209/603 End Plate Tool (Gen4) - WITH SUPPLIER S PPI001 01/02/2009 £4,283.33 £3,069.74 £1,213.59
0409/615 Gen 4 suite of tooling - WITH SUPPLIER S PPI001 01/04/2009 £4,140.00 £2,898.00 £1,242.00
0209/601 Frame Tool (Gen4) - WITH SUPPLIER S PPI001 01/02/2009 £3,250.00 £2,329.19 £920.81

 

26 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
0209/602 End Cap Tool (Gen4) - WITH SUPPLIER S PPI001 01/02/2009 £2,733.33 £1,958.93 £774.40
A0611/05 Refurb Mitutoyo  Euro M574 Manual - Lab A   QCT001 21/06/2011 £4,997.50 £1,332.66 £3,664.84
A0611/06 Mitutoyo Euro M574 Manual CMM - Lab A   QCT001 30/06/2011 £4,997.00 £1,332.52 £3,664.48
0409/614 Rigaku Miniflex 11X-Ray diffraction System - Powder QC   RIG001 01/04/2009 £58,400.00 £40,879.98 £17,520.02
A0911/11 Automated Paste Aplicator 40% Deposit (Full Cost £ 36,600)   ROL001 02/09/2011 £12,200.00 £2,643.33 £9,556.67
  (£24,400 posted as an expense) - Pasting Lab   ROL001        
A1211/12 Rospen - Loss In Weight Metering Twin Screw Feeder - Pasting Lab   ROS002 06/12/2011 £5,710.50 £1,586.10 £4,124.40
A0111/04 Firing Circuits Airfrieght - Battery testing - Unit B   SCH002 31/01/2011 £2,329.94 £815.46 £1,514.48
0510/002 Safety Shower & Eye Bath - Unit B - Shop Floor   SES001 21/05/2010 £6,106.00 £2,951.25 £3,154.75
0307/617 Carbolite - Genlab oven - Unit A   SEV001 01/03/2007 £1,290.00 £1,290.00 £0.00
0706/627 Carbolite - Genlab oven - Unit B   SEV001 01/07/2006 £1,290.00 £1,290.00 £0.00
0706/624 Chiller Unit - Unit A   TRI002 01/07/2006 £5,995.00 £5,995.00 £0.00
0509/623 Induction Welding Generator - Unit B   TRU001 06/05/2009 £11,800.00 £8,063.35 £3,736.65
0410/614 Battery Research & Development Equipment - DISMANTLED   UGC001 06/05/2010 £40,000.00 £20,000.02 £19,999.98
A1211/15 Casket 2 Cavity Tooling 70% Charge - WITH SUPPLIER S UPG001 01/12/2011 £14,662.51 £6,109.40 £8,553.11
A0911/02 U1 LH&RH End Plates 1+1 Tooling - WITH SUPPLIER S UPG001 22/09/2011 £14,560.00 £3,154.67 £11,405.33
A0911/01 Injection Mould Tooling For U1 Battery - WITH SUPPLIER S UPG001 19/09/2011 £11,960.00 £2,591.33 £9,368.67
B0412/09 LH&RH U1 Frame Tools Inv 82613 - WITH SUPPLIER S UPG001 11/04/2012 £10,920.00 £1,819.80 £9,100.20
A1111/01 U1 LH & RH End Plate 1&1 Tooling - WITH SUPPLIER S UPG001 07/11/2011 £10,920.00 £2,002.00 £8,918.00
B0912/02 Injection Mould Tooling Valve - WITH SUPPLIER S UPG001 30/09/2012 £9,000.00 £0.00 £9,000.00
A1111/02 1&1 LH & RH U1 Frame Tools - WITH SUPPLIER S UPG001 07/11/2011 £8,970.00 £1,644.50 £7,325.50
A1211/16 Aux Baffle 1 Cavity Tooling - WITH SUPPLIER S UPG001 01/12/2011 £8,096.24 £3,373.40 £4,722.84
B0412/05 Gaskey 2 Cavity Tooling Inv 82614 - WITH SUPPLIER S UPG001 11/04/2012 £6,900.00 £1,149.90 £5,750.10
A1211/18 Vent Cap Cover 2 Cavity Tooling - WITH SUPPLIER S UPG001 01/12/2011 £6,693.75 £2,789.10 £3,904.65
A1211/17 Termination Housing 2 Cavity Tooling - WITH SUPPLIER S UPG001 01/12/2011 £5,137.49 £2,140.60 £2,996.89
B0412/06 Aux Baffle 1 Cavity Tooling Inv 82615 - WITH SUPPLIER S UPG001 11/04/2012 £3,810.00 £634.92 £3,175.08
B0412/08 Vent Cap Cover 2 Cavity Tooling inv 82617 - WITH SUPPLIER S UPG001 11/04/2012 £3,150.00 £524.94 £2,625.06
B0412/07 Termination Housing 2 Cavity Tooling Inv 82616 - WITH SUPPLIER S UPG001 11/04/2012 £2,460.00 £409.98 £2,050.02
A1111/08 USON - Single Channel Diff Pressure Decay tester - Unit B   USON001 21/11/2011 £7,687.36 £1,409.32 £6,278.04

 

27 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
1010/623 USON - Qualitek MR Single Channel Diff Pressure - Unit B   USON001 31/10/2010 £5,820.46 £2,328.18 £3,492.28
0810/622 Workpoint - Airbench,Integ speed control & filters - Unit B   WOR002 27/08/2010 £7,003.40 £3,034.80 £3,968.60
0609/629 (Yuasa) - Microform - Firing circuits rectifier set - Unit A   YUA001 25/06/2009 £20,000.00 £13,333.32 £6,666.68
0702/606 Parstat 2263 - Potentiostat/Galvanostat - Lab B     01/07/2002 £14,756.00 £14,756.00 £0.00
1201/603 Microscope & Nikon coolpix digital camera - Lab B     01/12/2001 £3,676.96 £3,676.96 £0.00
0909/672 timber prototype tooling vacuum   4TE001 14/09/2009 £580.00 £328.70 £251.30
1009/639 Timber Prototype Vacum   4TE001 14/09/2009 £580.00 £348.00 £232.00
1109/649 Supply & Install Airline run from furnace   ADM001 30/08/2008 £485.00 £282.88 £202.12
1109/645 Pump Unit   AFS001 10/11/2009 £565.00 £329.62 £235.38
0306/611 Helium Test Chamber   ALC001 01/03/2006 £679.00 £679.00 £0.00
0408/605 Rotating disk electrode   AME001 01/04/2008 £2,995.00 £2,645.60 £349.40
0110/603 Portable Density Meter & Case   ANT001 19/01/2010 £1,644.00 £904.20 £739.80
0109/691 Oven certification   A-T001 01/01/2009 £623.76 £353.50 £270.26
0709/674 To change oven dial temperature control   A-T001 01/07/2009 £487.50 £276.30 £211.20
0305/604 Comp 415v serial no 51114   BAR001 01/03/2005 £662.20 £662.20 £0.00
1010/625 Hepa Comb Filter   BAS001 26/10/2010 £183.60 £73.44 £110.16
0298/601 Mettler Toledo P.E.E   BAT001 01/02/1998 £3,774.40 £3,774.40 £0.00
0298/603 Batchit   BAT001 01/02/1998 £1,995.00 £1,995.00 £0.00
0298/602 Sleeve Shaker   BAT001 01/02/1998 £1,271.19 £1,271.19 £0.00
0905/618 Astecaire 500-S Fume Cupboard   BAT001 01/09/2005 £1,020.00 £1,020.00 £0.00
0298/604 Morganile   BAT001 01/02/1998 £615.00 £615.00 £0.00
0305/602 Work Platens   BDC001 01/03/2005 £4,095.00 £4,095.00 £0.00
1204/602 Deposit BDC eng   BDC001 01/12/2004 £1,365.00 £1,365.00 £0.00
A0911/05 MCP CDF Process Ceramic Piston Drive   BEN003 14/09/2011 £3,880.95 £840.87 £3,040.08
B0312/03 Termination Strap 40078   BIR001 27/03/2012 £1,850.00 £215.81 £1,634.19
1006/635 Chemical Storage Bins   BIS001 01/10/2006 £1,727.50 £1,727.50 £0.00
0198/600 Oven   BIS001 01/01/1998 £760.00 £760.00 £0.00
1006/637 Workbenches Steel Tops   BIS001 01/10/2006 £500.00 £500.00 £0.00
0209/605 Steel Work Platform   BIS001 01/02/2009 £329.00 £235.76 £93.24
0607/640 Steel work platform   BIS001 01/06/2007 £292.85 £292.85 £0.00
0107/601 Steel Bench   BIS001 01/01/2007 £120.00 £120.00 £0.00

 

28 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
0408/608 Particle Board Shelving   BIS001 01/04/2008 £109.69 £96.91 £12.78
0307/615 Single Compartment Locker   BIS001 01/03/2007 £98.00 £98.00 £0.00
0209/604 Twin Cavity Compression Mould (Gen4)   BIT001 01/02/2009 £5,834.70 £4,181.62 £1,653.08
0809/671 Gate control Board   BIT001 11/08/2009 £292.22 £165.58 £126.64
0707/646 Install Metals Area - Hydrogen   BOC001 01/07/2007 £2,569.00 £2,569.00 £0.00
1109/646 Motor Controller   BUE001 12/11/2009 £537.60 £313.60 £224.00
0406/612 Microscope Eyepiece   BUE001 01/04/2006 £375.20 £375.20 £0.00
B0612/01 Impression Tool for Producing   BUR001 25/06/2012 £9,800.00 £1,088.80 £8,711.20
0909/678 Glue Jig   CAM001 03/09/2009 £202.50 £114.80 £87.70
A1211/00 Cutter Assembly & Lower Conveyor   CAP001 19/12/2011 £4,914.00 £819.00 £4,095.00
1106/639 Compression Jig capex 27   CAP001 01/11/2006 £2,346.00 £2,346.00 £0.00
1109/651 Pasting Plates   CAP001 23/07/2009 £2,194.00 £1,279.87 £914.13
A0911/06 Mix Feeder - Driven   CAP001 13/09/2011 £2,039.00 £441.78 £1,597.22
1007/658 Compression Jig   CAP001 01/10/2007 £1,987.00 £1,953.94 £33.06
1007/660 Compression Tool   CAP001 01/10/2007 £1,987.00 £1,953.94 £33.06
0107/606 Vent & Plugs - Press   CAP001 01/01/2007 £1,982.80 £1,982.80 £0.00
0409/621 Compression moulds   CAP001 01/04/2009 £1,848.00 £1,293.60 £554.40
1007/659 Large & Small Compression Jig   CAP001 01/10/2007 £1,701.60 £1,673.24 £28.36
1007/663 Large & Small pasting Jig   CAP001 01/10/2007 £1,681.60 £1,653.63 £27.97
A0111/02 Hinged Low Pressure Tester   CAP001 18/01/2011 £1,649.00 £577.12 £1,071.88
B0512/02 USON Tester & MODS   CAP001 31/05/2012 £1,475.00 £204.85 £1,270.15
0508/614 Small Frames   CAP001 01/05/2008 £1,216.90 £1,054.66 £162.24
1009/642 Compression Jig Clamp   CAP001 30/10/2009 £1,166.00 £699.60 £466.40
1209/675 Pasting Frame Improvement   CAP001 14/12/2009 £1,037.00 £587.60 £449.40
A0311/01 Porosity Test Chamber Gauge & Test Plate   CAP001 14/03/2011 £924.00 £292.60 £631.40
0407/623 Pair HN Jigs   CAP001 01/04/2007 £864.00 £864.00 £0.00
1207/670 Lasrge Pasting jig   CAP001 01/12/2007 £860.00 £816.98 £43.02
1207/672 Large Pasting jib   CAP001 01/12/2007 £860.00 £816.98 £43.02
1007/664 Large & Small pasting jigs   CAP001 01/10/2007 £840.80 £826.77 £14.03
1007/662 Pasting Frames Small   CAP001 01/10/2007 £820.80 £807.12 £13.68
0507/631 4HN Hinged Jig   CAP001 01/05/2007 £741.00 £741.00 £0.00

 

29 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
1109/652 Gen4 Glue Jig   CAP001 07/09/2009 £679.00 £396.12 £282.88
0909/677 Glue Jig   CAP001 20/01/2010 £654.00 £370.60 £283.40
0206/607 Plate Mould   CAP001 01/02/2006 £561.00 £561.00 £0.00
1207/671 Bench Frames   CAP001 01/12/2007 £499.00 £474.11 £24.89
0109/600 2 Caviity Mould   CAP001 01/01/2009 £498.00 £365.20 £132.80
0107/605 4HN Pasting Template   CAP001 01/01/2007 £456.00 £456.00 £0.00
0507/632 SR Drying Racks   CAP001 01/05/2007 £402.00 £402.00 £0.00
0506/618 Racking for plates   CAP001 01/05/2006 £361.00 £361.00 £0.00
0706/625 Drying rack   CAP001 01/07/2006 £361.00 £361.00 £0.00
0506/615 Battery Clamping Jig   CAP001 01/05/2006 £351.20 £351.20 £0.00
0210/610 Pasting Frames 1.20mm & 1.50 mm   CAP001 24/02/2010 £300.00 £160.00 £140.00
0110/607 2.925mm Pasting Jig   CAP001 11/01/2010 £295.00 £162.28 £132.72
1009/681 Commpression Jig Clamp   CAP001 06/10/2009 £248.00 £140.50 £107.50
0408/604 Acid Tank for cells   CAP001 01/04/2008 £226.00 £199.65 £26.35
0307/613 PTFE Vibrating Blade   CAP001 01/03/2007 £225.00 £225.00 £0.00
0107/607 Mods tp pasting jig   CAP001 01/01/2007 £192.00 £192.00 £0.00
0110/606 Z Blade Lid   CAP001 12/01/2010 £187.00 £102.88 £84.12
0110/609 Paster  Applicator   CAP001 29/01/2010 £110.00 £60.47 £49.53
A0911/03 Hobart HSM10-B1S 10L Bench Planetary Mixer   CAT001 26/09/2011 £1,846.00 £399.97 £1,446.03
0807/650 Small seperator   CAU001 01/08/2007 £1,541.00 £1,541.00 £0.00
0407/624 Injection moulding Large separator frame   CAU001 01/04/2007 £1,150.00 £1,150.00 £0.00
0407/625 Injection moulding small seperator   CAU001 01/04/2007 £1,001.00 £1,001.00 £0.00
0807/649 Large end Plates   CAU001 01/08/2007 £583.00 £583.00 £0.00
0709/667 Call out replace chute & handle   CDS001 01/07/2009 £551.30 £312.42 £238.88
1209/690 Square Compactor bags   CDS001 08/12/2009 £420.00 £238.00 £182.00
B0412/03 TAE Evo 121 - Lincon Batteries   CEN001 27/04/2012 £1,521.00 £253.50 £1,267.50
0907/657 Profile cut outs   CON001 01/09/2007 £2,712.00 £2,712.00 £0.00
0809/638 Gen 4 Collector Short & long   CON001 01/08/2009 £1,356.00 £858.80 £497.20
0507/634 Profile Cut Outs   CON001 01/05/2007 £678.00 £678.00 £0.00
0707/645 Profile Cut Outs   CON001 01/07/2007 £678.00 £678.00 £0.00
0307/614 Booster set/pump unit pressure vessels   CON002 01/03/2007 £4,884.00 £4,884.00 £0.00

 

30 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
0110/604 Air operated grease pump   COU001 21/01/2010 £349.95 £272.45 £77.50
0210/608 Digital Micrometer plus veniers   COU001 15/02/2010 £201.85 £107.62 £94.23
0709/669 IBS Sum pallet   DAR001 22/07/2009 £565.20 £320.28 £244.92
0109/696 Dpq Comm Cable   DAT001 14/01/2009 £230.00 £130.30 £99.70
0908/618 Humidity Test Chamber   DES001 01/09/2008 £6,500.70 £5,200.59 £1,300.11
1209/698 Service on 2 environmental chambers   DES001 31/12/2009 £429.25 £243.20 £186.05
A1211/13 Takeover Emergency Lighting & Installation   DFS001 25/10/2011 £1,300.20 £361.10 £939.10
1107/667     DPU001 01/11/2007 £212.00 £204.91 £7.09
1109/650 Gen4 Drying racks   ELE004 29/05/2009 £888.60 £518.35 £370.25
0709/676 Top Hat dor drum & motor   ELE004 21/07/2009 £295.00 £167.20 £127.80
A1211/09 NPU 510m3 240 Hose   ENV002 07/12/2011 £782.30 £217.30 £565.00
1009/683 Fisherbrand plate sirrer package   FIS001 16/10/2009 £333.00 £188.70 £144.30
0409/619 TC Mould Tool   FSG001 01/04/2009 £7,177.30 £5,024.10 £2,153.20
A1211/03 FSG Lower Outer Insert & Twin Cavity Compression   FSG001 08/11/2011 £2,852.00 £792.10 £2,059.90
0609/628 Manufacture & Supply spare lower onsert frame   FSG001 23/06/2009 £2,392.00 £1,594.68 £797.32
B0212/04 FSG3867 DET 05 Lower Outer Insert   FSG001 27/02/2012 £2,392.00 £797.36 £1,594.64
B0212/05 Modify FSG3867  DET03 Upper Inserts   FSG001 24/02/2012 £710.00 £236.64 £473.36
B0212/06 Modify FSG3867 Tool   FSG001 24/02/2012 £520.00 £173.36 £346.64
0609/695 Regrind damaged carbide inserts   FSG001 02/06/2009 £472.00 £267.50 £204.50
1206/655 Incubator   GEN002 01/12/2006 £500.00 £500.00 £0.00
1206/654 Incubator Shelves   GEN002 01/12/2006 £100.00 £100.00 £0.00
0805/611 Mould Gripper Tool   GKP001 01/08/2005 £6,000.00 £6,000.00 £0.00
1005/621 Gripper Tool Mould 66.6% deposit   GKP001 01/10/2005 £6,000.00 £6,000.00 £0.00
1105/623 Gripper tool last 1/3   GKP001 01/11/2005 £6,000.00 £6,000.00 £0.00
1205/624 Tooling Plate Modifications   GKP001 01/12/2005 £1,400.00 £1,400.00 £0.00
0507/633 Racks for plates   GKP001 01/05/2007 £1,360.00 £1,360.00 £0.00
0907/652 Plate Racks   GKP001 01/09/2007 £1,100.00 £1,100.00 £0.00
1107/666 Plate racks   GKP001 01/11/2007 £824.50 £797.01 £27.49
0107/603 Plate Racks   GKP001 01/01/2007 £800.00 £800.00 £0.00
0907/653 Plate Racks   GKP001 01/09/2007 £800.00 £800.00 £0.00
0106/601 Plates for drying racks   GKP001 01/01/2006 £650.00 £650.00 £0.00

 

31 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
1205/625 Clamp Plate Assembly   GKP001 01/12/2005 £530.00 £530.00 £0.00
1205/627 Perspex Plates/Straps   GKP001 01/12/2005 £476.00 £476.00 £0.00
0106/600 Plates for Bipel Press   GKP001 01/01/2006 £225.00 £225.00 £0.00
B0812/02 Portable Data Logger Hioki   GMC001 13/08/2012 £2,511.00 £139.48 £2,371.52
0810/620 Hioki LR8402-20, memory card & adaptor   GMC001 10/08/2010 £2,454.30 £1,063.54 £1,390.76
0610/615 Hoiki LR8400-20 Memory HilOGGER   GMC001 29/06/2010 £2,229.30 £1,040.36 £1,188.94
B0712/02 Hioki 3554 Battery HiTester With Temp Probe   GMC001 13/07/2012 £1,423.20 £118.59 £1,304.61
1009/643 Universal Data Logger   GRA003 29/10/2009 £2,090.00 £1,254.00 £836.00
1209/657 Universal Data logger   GRA003 07/12/2009 £1,463.00 £829.00 £634.00
0206/604 2 Cavity Tool   GRO001 01/02/2006 £6,989.00 £6,989.00 £0.00
1106/640 Single Cavity Ridge Tool   GRO001 01/11/2006 £5,993.00 £5,993.00 £0.00
1206/653 Set of risers   GRO001 01/12/2006 £5,863.00 £5,863.00 £0.00
0906/632 3 Cavity Mould tool   GRO001 01/09/2006 £4,376.00 £4,376.00 £0.00
1206/651 3 Cavity mould tool   GRO001 01/12/2006 £4,376.00 £4,376.00 £0.00
1206/652 3 Cavity Mould tool   GRO001 01/12/2006 £4,376.00 £4,376.00 £0.00
0806/629 Single Cavity Mould Tool   GRO001 01/08/2006 £2,074.00 £2,074.00 £0.00
0706/628 Mods to 4HN tool   GRO001 01/07/2006 £1,989.67 £1,989.67 £0.00
0206/603 Vacuum fixture   GRO001 01/02/2006 £1,937.00 £1,937.00 £0.00
0907/654 Double Cavity 4HN Tool   GRO001 01/09/2007 £1,863.00 £1,863.00 £0.00
1106/641 Mods to development tool   GRO001 01/11/2006 £1,680.00 £1,680.00 £0.00
1006/638 Inspection fixture no.2   GRO001 01/10/2006 £1,643.00 £1,643.00 £0.00
1006/636 Inspection Fixture No.1   GRO001 01/10/2006 £1,412.00 £1,412.00 £0.00
0307/618 2 Cavity 4hn Mould mods   GRO001 01/03/2007 £1,375.00 £1,375.00 £0.00
0206/610 Vacuum Fixture   GRO001 01/02/2006 £1,265.00 £1,265.00 £0.00
0206/602 Leads Handling Jig   GRO001 01/02/2006 £865.00 £865.00 £0.00
0408/610 Project Blk Vacum Test   GRO001 01/04/2008 £643.00 £568.00 £75.00
0408/611 Single Ridge Test Tank   GRO001 01/04/2008 £643.00 £568.00 £75.00
0907/656 Top & Bottom sub plate (Bipel Press)   GRO001 01/09/2007 £560.00 £560.00 £0.00
0907/655 Mixer Machine Stand   GRO001 01/05/2007 £497.60 £497.60 £0.00
0206/609 Single Cavity Mould Tool   GRO001 01/02/2006 £487.00 £487.00 £0.00
0408/606 Base Mounted Fixture (Robot Pick up Station)   GRO001 01/04/2008 £478.00 £422.25 £55.75

 

32 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
1206/648 Top Tool Mounting plate   GRO001 01/12/2006 £384.00 £384.00 £0.00
1206/649 Bottom tool Mounting plate   GRO001 01/12/2006 £384.00 £384.00 £0.00
0408/609 Frame for spreading trials   GRO001 01/04/2008 £296.00 £261.49 £34.51
1005/622 Stand for lead rolls   GRO001 01/10/2005 £293.00 £293.00 £0.00
0206/606 Bottom Die Insert   GRO001 01/02/2006 £263.00 £263.00 £0.00
1208/626 Manufacture Inserts   HAR001 01/12/2008 £3,250.00 £2,437.56 £812.44
0908/619 Inserts for Two Cavity Single Ridge Tool   HAR001 01/09/2008 £2,000.00 £1,600.02 £399.98
1007/665 Single ridge tool modifications   HAR001 03/04/2009 £800.00 £786.65 £13.35
A1111/09 Gold Swift Fix Gold Kit & Baseplate Kit   HEX001 01/11/2011 £2,095.00 £640.09 £1,454.91
B0712/01 24kW Power Controller for Infra Red Heater   HIR001 01/07/2012 £2,770.00 £230.82 £2,539.18
0309/610 Smogmobile   HOR001 01/03/2009 £2,426.00 £1,698.18 £727.82
0909/679 External tray connector block   HOW001 21/09/2009 £654.00 £370.60 £283.40
0709/668 Lead roller transfer Jig   HOW001 01/07/2009 £494.00 £279.90 £214.10
1009/684 Aluminium Jig with glass insert   HOW001 21/10/2009 £410.00 £232.30 £177.70
0509/693 Modify Copper Blocks   HOW001 15/05/2009 £320.00 £181.30 £138.70
0110/611 Preform Jig Modification   HOW001 28/01/2010 £123.00 £67.65 £55.35
0408/607 Completion 2 cavity Intergration   IND001 01/04/2008 £1,464.00 £1,293.20 £170.80
A1211/07 Modifications to 1W   IND002 30/09/2011 £5,995.00 £999.20 £4,995.80
0707/644 Air Conditioning Wiring & Unit   KEL001 01/07/2007 £896.00 £896.00 £0.00
0906/634 IK-g Controller   KEY001 01/09/2006 £5,620.00 £5,620.00 £0.00
0210/612 Diaphragm Vacuum Pump   KNF001 03/02/2010 £691.80 £368.96 £322.84
1209/665 Vacuum pump   KNF001 24/06/2009 £424.98 £240.80 £184.18
0610/616 Tooling modifications   KPT001 30/06/2010 £5,564.00 £2,596.52 £2,967.48
A0511/01 Knights Precision Zero Test Plate Steel   KPT001 01/05/2011 £1,620.00 £459.00 £1,161.00
1108/622 Leadcell Testing System   LLO001 01/11/2008 £1,171.00 £897.83 £273.17
B0612/02 Design & Manufacture Battery Leak Tester   MAG001 27/06/2012 £4,250.00 £472.16 £3,777.84
B0212/03 Design & man Leak Test Fixture for U1 Vent   MAG001 29/02/2012 £1,700.00 £566.64 £1,133.36
B0212/02 Design & Man Leak Test Jig   MAG001 01/02/2012 £1,600.00 £533.36 £1,066.64
0110/601 Material Pressure Tank,Spray Gun   MAR004 10/01/2010 £513.86 £282.58 £231.28
0107/604 Spray Gun/Tank/Estension   MAR004 01/01/2007 £444.15 £444.15 £0.00
1206/650 Spray Gun/Pressure Tank   MAR004 01/12/2006 £444.15 £444.15 £0.00

 

33 

 

 

Asset Ref Details   Company Date Cost Price Dep’n To
Date		 Net Book
A1111/05 Pasting Application Jigx2   NID001 15/11/2011 £1,960.00