Share Sale-Purchase Agreement to be commented

Limited Liability Company

‘it guys’

(as the Seller)

- and -

“MicroZoft BVI”

(as the Purchaser)

SHARE PURCHASE AGREEMENT

Dated November [·], 2013

Contents

Clause Page No.

1. DEFINITIONS AND Interpretation.. 3

2. SUBJECT OF THE AGREEMENT. 6

3. PURCHASE PRICE AND TERMS OF PAYMENT. 7

4. Representation and Warranties. 7

5. CONDITIONS PRECEDENT TO CLOSING.. 9

6. Covenants. 10

7. TERMINATION.. 10

8. INDEMNIFICATION. liability.. 11

9. miscellaneous. 11

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into on November [·], 2013 in Minsk, the Republic of Belarus,

BETWEEN:

(1) MicroZoft BVI, a limited liability company duly organized and existing under the laws of the British Virginian Islands with registered office at 1 Intelligence ave., Road Town VG12345, BVI, registered in the state register under number 55555 (the “Purchaser”), in the person of the Chairman of the Board Mr. Y, acting on the basis of the Charter; and

(2) “it guys”, a limited liability company duly organized and existing under the laws of the Republic of Belarus with registered office at 50 Pushkina ave., Minsk 220000, Belarus, registered by the Minsk City Executive Committee on June 15, 2009 in the Unified State Register of Legal Entities and Individual Entrepreneurs under number 222222222 (the “Seller”), in the person of [the Chief Financial Officer Mr. Z], acting on the basis of [the Charter]. [CLIENT: IS IT POSSIBLE FOR A CFO TO SIGN THE AGREEMENT ON BEHALF OF “IT GUYS” SINCE THE DIRECTOR IS ON VACATION? ARE THERE ANY DOCUMENTS REQUIRED TO CONFIRM HIS POWERS OR IS THE CHARTER ENOUGH?]

WHEREAS:

(A) The Company is engaged and/or will be engaged in the development of software in Belarus and

(B) The Parties have signed a letter of intent (the “Letter of Intent”) pursuant to which the Seller has expressed its intention to sell to the Purchaser [•] % share in the Company for the benefit of the Project implementation,

THE PARTIES HAVE AGREED as follows:

Date: 2015-02-16; view: 811