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1、SHARE PURCHASE AGREEMENT betweenMARENS CO LIMITEDand2 LIMITEDJuly 08, 2011SHARE PURCHASE AGREEMENTTHIS AGREEMENT is made on the 08th day of July, 2011 BETWEEN:1. MARENS CO LIMITED, a limited liability company duly incorporated and registered under the laws of the Republic of Cyprus, with registered
2、office at Omirou, 64, IMPERIUM TOWER, P.C. 3096, Limassol, Cyprus (hereinafter referred to as “the Seller”), AND2. 2 LIMITED, a limited liability company duly incorporated and registered in _ (hereinafter referred to as “the Purchaser”).(together the Seller and the Purchaser are “the Parties” and an
3、y of the Seller or the Purchaser may also be referred to as “the Party”).WHEREAS:A. The Seller is the Sole shareholder holding 1,000 shares (ordinary) in NETROW MANAGEMENT LIMITED which is a limited liability Company duly incorporated and registered on the May 10, 2011 in Cyprus with Company number
4、HE 286686 having its registered office at Omirou, 64, IMPERIUM TOWER, P.C. 3096, Limassol, Cyprus (“the Company”).B. The Seller has agreed to sell ONE THOUSAND (1000) shares (ordinary, each of EURO 1,00 (One Euro) nominal value) representing One Hundred (100%) percent in the share capital of the Com
5、pany (“the Shares”) with full title guarantee free from any Encumbrances with effect on and from Closing Date and with all rights attaching to the Shares as and from the Closing Date and the Purchaser has agreed to purchase same upon and subject to the terms and conditions contained herein below.NOW
6、 IT IS HEREBY AGREED AS FOLLOWS:1. INCORPORATION OF PREAMBLE The Preamble to this Agreement is hereby made an integral and inseparable part thereof and becomes an operative part of this Agreement.2. INTERPRETATION AND DEFINITIONS 2.1. INTERPRETATIONIn this Agreement, unless the context otherwise req
7、uires, it is agreed that:(a) singular, etc.: words in the singular include the plural, words in the plural include the singular, words importing the masculine gender include the feminine, and words importing the feminine gender include the masculine;(b) headings, etc.: headings and paragraphs are fo
8、r the purpose of organization only and shall not be used to interpret this Agreement;(c) incorporation by reference, amendments: references to “this Agreement” include its Preamble, Recitals and Annexes, (which are incorporated herein by reference) and this Agreement as from time to time amended, un
9、less otherwise stated;(d) sections, articles clauses, etc.: references in this Agreement to Preamble, Recitals, Sections, Articles, Clauses, Sub-Clauses and Annexes, are to the preamble, recitals, sections, articles, clauses and sub-clauses of, and annexes and schedules to, this Agreement, unless ot
10、herwise stated;(e) modification or amendment of statutes: references to a law, statute or statutory provision include that law, statute or provision as from time to time modified, completed or republished, whether before or after the date of this Agreement; provided, however, that nothing in this pa
11、ragraph (e) shall operate to increase the liability of any Party beyond that which would have existed had this paragraph (e) been omitted; and(f) persons: references to persons include their heirs, assigns and/or successors in title and their subsequent successors.2.2. DEFINITIONS“Agreement” means t
12、his Share Purchase Agreement.“Applicable Law” means the law of Cyprus.“Seller” shall have the meaning given to such term in the Preamble.“Company” shall have the meaning given to such term in Clause A of the Preamble.“Closing” means and shall be deemed to mean the act of completing the purchase and
13、sale transactions pertaining the Shares contemplated by this Agreement as and when all the actions required for the transfer of the title to the Shares have been fully performed.“Day” or “Days” means Cypriot working days.“Encumbrance” means any claim, charge, mortgage, pledge, security, lien or hypo
14、thecation.“Shares” shall have the meaning given to such term in Clause B of the Preamble.“Signing Date” means the date of signing of this Agreement.“USD” means US Dollars, the lawful currency of the United States of America.“Party” or “Parties” shall have the meaning given to such terms in the Pream
15、ble.“Purchaser” shall have the meaning given to such term in the Preamble.“Purchase Price” shall have the meaning given to such term in Clause 4 of the Agreement.3. SALE OF SHARESSubject to the terms and conditions stated in this Agreement the Seller agrees to sell the Shares to the Purchaser and th
16、e Purchaser agrees to purchase from the Seller on the Closing Date, free and clear from any Encumbrance and together with all rights attaching thereto under the Applicable Law.4. PURCHASE PRICEThe price payable by the Purchaser to the Seller for the Shares in US Dollars is 4 875 000.00 (Four million
17、 eight hundred seventy five thousand and 00/100) Dollars of the United States of America (“the Purchase Price”) and shall be paid in the following order:A. US Dollars 700 000.00 (Seven hundred thousand and 00/100) Dollars of the United States of America within 3 Days following the date of signing of
18、 the present Agreement;B. US Dollars 800 000.00 (Eight hundred thousand and 00/100) Dollars of the United States of America not later than July 31, 2011; C. US Dollars 1 000 000.00 (One million and 00/100) Dollars of the United States of America not later than August 31, 2011;D. US Dollars 1 000 000
19、.00 (One million and 00/100) Dollars of the United States of America not later than September 30, 2011;E. US Dollars 1 375 000.00 (One million three hundred seventy five thousand and 00/100) Dollars of the United States of America not later than October 31, 2011;By a direct transfer to the Sellers A
20、ccount from the Purchasers Account. The payment is deemed effected after the funds have been entered to the Sellers Account. The Parties bank details are stated in Schedule B hereto.5. TRANSFER OF TITLE OF SHARESThe Sellers transfer of title of the shares and all the rights attached thereto to the P
21、urchaser free from any Encumbrance shall take place on the Closing Date in accordance with Clause 6.6. CLOSING DATE6.1. The Closing Date shall fall due on the day when the Russian State Certificate of real property title registration issued for and in the interest of Russian Limited Liability Compan
22、y as referred to in paragraph (b) of Clause 6.3 hereof is duly delivered by the Seller to the Purchaser, which delivery shall be evidenced by a delivery act duly signed by authorized representatives of the Seller and the Purchaser. The Closing Date shall occur not later than March 31, 2012.6.2. On t
23、he Closing Date, the Seller shall deliver to the Purchaser the following documents:(a) A duly signed instrument of transfer of the Shares executed in favour of the Purchaser in a form provided in Schedule A hereto.(b) A resolution of the Board of Directors of the Company approving the transfer and r
24、egistration of the shares to the name of the Purchaser under Applicable law of incorporation of the Seller.(c) Resignation letters of Directors of the Company and Resolutions on appointment of the new Directors indicated by the Purchaser.6.3. Closing shall be subject to fulfilment of the following c
25、onditions precedent:a) All Warranties and Representations of the Seller listed in Clause 8.2 hereof are correct in all material respects; b) the Russian limited liability company (in Russian “Obschestvo s ogranichennoy otvetsvennostyu”), completed the purchase of the land plot of 75 000.00 (Seventy
26、Five Thousand One Hundred Eighteen) square meters approximate area situated at the address: Plot No. III-I/3, OJSC “Maryinskaya ptitsefabrika”, Filimonkovsky selsko-hozyaistvenny okrug, Leninsky District, Moscow Region, Russia, fulfilling all the requirements of the laws of the Russian Federation an
27、d not affecting any third party rights,. The completion of the purchase of the land plot means the completion of the transfer of the property title to Russian limited liability company and proper registration of such title to the land plot in the name of Russian limited liability company as a land o
28、wner under the laws of the Russian Federation in force. Such registration of title is witnessed by the Russian State Certificate of real property title registration issued for and in the interest of Russian limited liability company and the above Certificate is duly delivered by the Seller to the Pu
29、rchaser.6.4. Failure to Close.a) If the Closing does not occur by March 31, 2012 due to failure of the Seller to fulfil the conditions precedent set forth in Clause 6.3 herein or if any of the Sellers warranties and representation listed in Clause 8.2 become false to material extent on or before the
30、 Closing Date, the Purchaser shall have sole right to cancel the Closing and demand from the Seller to return the amounts of the Purchase Price which were prepaid by the Purchaser in accordance with the terms of this Agreement by a written notice signed by an authorised representative of the Purchas
31、er.b) In the case referred to in paragraph (a) of this Clause 6.4 the Seller shall be obliged to return the amounts of the Purchase Price which were prepaid by the Purchaser in accordance with the terms of this Agreement to the Purchaser not later than 10 (Ten) days from the date of Purchasers writt
32、en notification, unless the Parties agreed in writing to the contrary.7. OBLIGATION OF SELLER AFTER CLOSINGThe Seller agrees and undertakes to procure that the Company will lodge and/or file all necessary forms and/or documentation with the Registrar of Companies in Cyprus in order to register the n
33、ame of the Purchaser as owner of the Shares and to supply the Purchaser with a relevant Certificate evidencing and/or proving the above.8. WARRANTIES AND REPRESENTATIONS8.1. The Seller and the Purchaser hereby warrant and represent to each other:(a) That they are authorised and competent to and have
34、 taken all necessary action to approve, authorise and procure their entry into this Agreement and in the performance of their obligations hereunder.(b) That the execution and delivery of this Agreement does not and will not cause the Seller or the Purchaser to be in breach of any term of any agreeme
35、nt, or arrangement or order or injunction of any Court or competent tribunal.8.2. The Seller warrants and represent to the Purchaser that:(a) The Seller is a company duly incorporated under the laws of Cyprus and has been in continuous existence since its incorporation,(b) The Company is a company d
36、uly incorporated under the laws of Cyprus, validly existing and has been in continuous existence since its incorporation,(c) no order has been made, petition presented, resolution passed or meeting convened for the winding up, liquidation or institution of other process whereby the business of the C
37、ompany has or will be terminated and its assets distributed amongst the creditors and/or shareholders or other contributories and there are no such proceedings under any applicable Laws in any jurisdiction concerning the Company and no events have occurred which under applicable Laws would give rise
38、 to any such proceedings(d) no petition has been presented or other proceedings commenced for an administration order to be made or any other order to be made by which during the period it is in force, the affairs, business, operations, properties or assets of the Company would be subject to managem
39、ent by a person appointed for that purpose by any Governmental Authority or similar body, nor has any such order been made;(e) no receiver (including an administrative receiver), liquidator, trustee, administrator, custodian or similar official has been appointed in any jurisdiction in respect of th
40、e whole or any part of the Company business or assets and no step has been taken for or with a view to the appointment of such person;(f) the Company is not unable to pay its debts as they fall due;(g) no order has been made, petition presented, resolution passed or meeting convened for the reorgani
41、zation or restructuring of the Company and there are no cases or proceedings under any applicable Laws in any jurisdiction concerning reorganization or restructuring of the Company and no events have occurred which under applicable Laws would give rise to such actions being taken;(h) At the closing
42、date the Company is the duly registered owner of not less than the 100 % share of the Russian limited liability company duly incorporated and registered under the laws of the Russian Federation. (i) By March 31, 2012 Russian limited liability company shall purchase and acquire the land plot of 75 00
43、0.00 (Seventy Five Thousand One Hundred Eighteen) square meters approximate area situated at the address: Plot No. III-I/3, OJSC “Maryinskaya ptitsefabrika”, Filimonkovsky selsko-hozyaistvenny okrug, Leninsky District, Moscow Region, Russia, fulfilling all the requirements of the laws of the Russian
44、 Federation and not affecting any third party rights. The above land plot shall be free from any Encumbrances.(j) the Seller is the duly registered owner of the Companies Shares free from any Encumbrances.(k) This Agreement has been duly executed and delivered by the Purchase and constitutes the val
45、id and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors rights or general principles of equity applicable.
46、(l) Russian limited liability company does not have any obligations, debts or claims against them. The shares of the Company and the Russian limited liability company are free from any Encumbrances, not sold or pledged.(m)No decisions have been taken in order to replace the Directors of the Company
47、which act and have all due authority as of the date hereof. 8.3. The Parties hereby confirm and acknowledge their mutual understanding that the Purchaser is not interested in owning the Shares and it shall not purchase the Shares if the specific representations and warranties set forth in paragraphs
48、 (h) and (i) of Clause 8.2 hereof are not true on the Closing Date. Counting the above the Parties agree that in case if at any time after the Closing its become known to the Purchaser that the representations and warranties set forth in paragraphs (h) and (i) of Clause 8.2 hereof were not true as of the Closing Date, than the indemnification hereunder is not deemed as