Definitions

Whenever used in this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any person, any other person directly or indirectly, controlling, controlled by, or under common control with, such person;

“Antitrust Authority” means the Department of Price Policy of the Ministry of Economy of the Republic of Belarus;

“BYR” means the official currency of the Republic of Belarus;

“Company” means “Smart Software”, a joint limited liability company duly organized and existing under the laws of the Republic of Belarus with registered office at 40 Lenina str, Minsk 220000, Belarus, registered by the Minsk City Executive Committee on January 30, 2010 in the Unified State Register of Legal Entities and Individual Entrepreneurs under number 111111111;

“Event of Default” any breach of the terms of this Agreement, including but not limited to:

(a) failure by the Seller to duly approve, execute and register the Charter of the Company as required under paragraph 9.6 hereof;

(b) breach of any Representations and Warranties specified in Clause 4 hereof;

(c) breach of any Covenants specified in Clause 6 hereof;

(d) any other breach of the Agreement and respective obligations which may have Material Adverse Effect. [CLIENT: PLEASE NEGOTIATE THIS CLAUSE AS PER MY INSTRUCTIONS]

“Financial Statements” means consolidated and unconsolidated financial statements (including a balance sheet, income statement and statement of changes in financial position, and notes thereon) prepared in accordance with IFRS or with the Belarusian laws;

“General Shareholders’ means duly called and constituted ordinary or extraordinary general meeting of shareholders of the Company.

Meeting”

“Governmental Authority” means the government of any nation, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, branch, department, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government or any subdivision thereof (including any supra-national bodies), and all officials, agents and representatives of each of the foregoing;

“Letter of Intent” means letter of the Purchaser to the Seller dated October 8, 2013 confirmed by the Seller on October 12, 2013 regarding the Transaction and its principal terms;

“Material Adverse Effect” means a material adverse effect on:

(a) the ability of the Company, the Seller, the Purchaser or the Second Shareholder to perform or comply with any of its obligations under the Transaction documents;

(b) the legality, validity, enforceability and binding nature of any Transaction documents or the legal rights, remedies and priorities of the Company, the Seller, the Purchaser or the Second Shareholder under any of the Transaction documents;

(c) the Company’s ability to implement or operate the Project substantially in the manner contemplated by the Transaction documents; or

(d) business operations, assets, financial condition or prospects of the Company, the Seller or the Purchaser;

“Party” or “Parties” means a party, or if referred to jointly – the parties to this Agreement;

“Project” means actual or potential activities of the Company in the sphere of development, conception, designing, financing and/or facilitation of software in the Republic of Belarus;

“Purchase Price” means the price for the Share stipulated in Clause 3 hereof;

“Purchaser” means 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;

“Second Shareholder” means Mr. X who is the shareholder of the Company together with the Seller as of the date of this Agreement. The Second Shareholder holds 20 % of the charter capital of the Company;

“Seller” means “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 is a shareholder of the Company and holds 80 % of the charter capital of the Company;

“Shareholders” means collectively the Seller and the Second Shareholder;

“Shareholders agreement” means agreement between the Shareholders, the Company and the Purchaser of November [·], 2013;

“Share” means a [·]% ([·] percent) share in the charter capital of the Company held by the Seller;

“Tax” means any tax, royalty, stamp or other duty, assessment, levy, charge, value added tax, or impost of any nature whatsoever (including any related penalty or interest) imposed under any law;

“Transaction” acquisition of the Share by the Purchaser under this Agreement;

“Transaction documents” means the following agreements, contracts or documents:

(a) the present Agreement;

(b) the Shareholders Agreement;

(c) the new wording of the Charter to be executed immediately following the transfer of the Share to the Purchaser;

(d) any related or ancillary documents required by local law to implement the Transaction, such as the renunciation by current shareholders in the Company of their pre-emptive rights, minutes of the General Shareholders Meeting of the Company, etc.

“USD” means the official currency of the United States of America;

Date: 2015-02-16; view: 851