MODIFICATION TO SALE AND PURCHASE AGREEMENT
which has been entered into by and between
1. MARIVAUX INVESTMENTS LIMITED (registered seat: 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx
Xxxxx, XX0000 Limassol, Cyprus; Xxx.xx. 160815) ("Vendor 1");
2. GRAETON HOLDINGS LIMITED (registered seat: 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx
Xxxxx, XX0000 Limassol, Cyprus; Xxx.xx. 160814) ("Vendor 2");
3. EUROWEB INTERNET SZOLGALTATO RESZVENYTARSASAG (registered seat: 1138
Budapest, Vaci ut 141., Hungary; registration number: Cg. 01-10-044965)
("Purchaser 1"); and
4. EUROWEB INTERNATIONAL CORP. (business address: 0000 Xxxxxx xx xxx Xxxxxxxx,
00xx Xxxxx, Xxx Xxxx, XX 00000, XXX; IRS NUMBER: 133696015) ("Purchaser 2")
(Vendor 1 and Vendor 2 will be referred to collectively as "Vendors" and
individually each as "Vendor, and Purchasers 1 and Purchasers 2 will be referred
to collectively as "Purchasers" and individually each as "Purchaser"; while the
Vendors and the Purchasers will be referred to collectively as the "Parties" and
individually each as a "Party")
on the date indicated below, subject to the following terms and conditions.
1. The Parties entered into a Sale and Purchase Agreement dated as of 21 July
("SPA") regarding the sale and purchase of shares in Navigator Informatika
Uzleti Szolgaltato es Kereskedelmi Reszvenytarsasag (registered seat:
X-0000 Xxxxxxxx, Xxxxxxx Xxxxxx xxx. 0/x., Xxxxxxx; registration number:
Cg. 01-10-044621) (the "Company").
Any capitalized terms not otherwise defined herein shall have the same
respective meaning attributed thereto in the SPA.
2. The Purchasers hereby inform the Vendors and represent that no approval of
the Competition Office is needed to the transaction contemplated in the
SPA. Therefore, by entering into this Modification Agreement, the Parties
agree to modify the SPA as follows:
2.1 The condition referenced in section 5.1(a)(i) shall be deleted.
2.2 The first paragraph of Section 5.2 shall be deleted.
2.3 Section 6.2 ("Representations and Warranties of the Purchasers")
shall be supplemented with a paragraph (f), reading as follows:
"(f) No Approval Needed No filing must be made with and consent or
approval must be sought from any third party to the transaction
contemplated in this Agreement, including - among others - the
approval of the Competition Office; and the Purchasers have no
obligations whatsoever with this regard."
2.4 Any provision of the SPA not expressly modified herein shall remain
valid without modification.
IN WITNESS WHEREOF, the Parties hereto have caused this Modification Agreement
to be executed as set forth herein, on the day and year first above written.
Marivaux Investments Limited:
Name (print): Xxxxxx Xxxxxx
Signature:
Graeton Holdings Limited:
Name (print): Xxxxxx Xxxxxx
Signature:
EUROWEB Internet Szolgaltato Reszvenytarsasag.
Name (print): Xxxxx Xxxx
Signature:
EUROWEB International Corporation
Name (print): Xxxxx Xxxx
Signature:
2
