Representations and Warranties with Regard to the Company

(a) Incorporation. The Company is duly organized and validly existing and in good standing under the laws of the Republic of Belarus, to the extent required by applicable law, with all relevant registration bodies in any jurisdiction in which it carries on business or owns assets. There are no grounds for liquidation of the Company or challenging of its registration or incorporation;

(b) Compliance with applicable law. The Company is not in violation of any law applicable to it and presently in effect. All tax returns and reports of the Company required by law to be filed have been duly filed and all taxes upon the Company, its properties, and its income, which are due and payable, have been paid, other than those currently payable without penalty or interest. The Company is in compliance with all applicable laws concerning money laundering. Neither the Company nor any officers, directors, authorized employees, Affiliates, agents or representatives of the Company have committed or engaged in, with respect to the Project, or any transactions contemplated by this Agreement, any prohibited practice. To the best of the Seller's knowledge, no law has been proposed or is expected that might have a Material Adverse Effect on the Company;

(c) Charter capital of the Company. As of the date of this Agreement the charter capital of the Company is declared and registered in the amount of 100,000 (one hundred thousand) and is paid up in the amount of 80,000 (eighty thousand) USD, including 60,000 (sixty thousand) contributed by the Seller and 20,000 (twenty thousand) contributed by the Second Shareholder; [CLIENT: PLEASE ADVISE IN WHAT CASES THE CHARTER CAPITAL MAY BE FORMED NOT IN FULL AMOUNT AND WHAT IS THE PROCEDURE OF ITS FORMATION IN THIS CASE?]

(d) The Share. The Share is not subject to any option, purchase, assignment, transfer, pledge; is not otherwise subject to any lien in full or in part and is not withdrawn from or limited in trading circulation; the Seller has no outstanding liabilities or obligations to the Company or anyone else in respect of the Share;

(e) Financial Statements. The balance sheets of the Company are true and fair in view of the financial condition of the Company as of the date of such balance sheets and for the period covered by such income statements and statements of changes in financial position (or cash flow statements);

(f) No Material Agreements. The Company is not a party to, or committed to enter into, any agreement, that would or might have a Material Adverse Effect or otherwise could affect the judgment of a prospective investor considering whether to invest in the Company;

(g) No Litigation. The Company is not engaged in, or, to the best of its knowledge, threatened by, any litigation, arbitration or administrative proceeding, the outcome of which might have a Material Adverse Effect;

(h) Taxes. There is no Tax of any Governmental Authority to be imposed on or by virtue of the execution, delivery or performance of this Agreement or any transaction contemplated thereby to ensure the legality, validity, enforceability or admissibility in evidence thereof in any applicable jurisdiction;

(i) Permits, licenses and property. The Company has obtained all licenses, approvals, consents, filings and registrations of or with all relevant Governmental Authorities that are required in connection with its activity, whether or not related to the Project (if any). The Company has full power to own the properties which it owns or will own for the purposes of the Project and to carry out the businesses which it carries out or will carry out (whether or not related to the Project).

Date: 2015-02-16; view: 864