Contract
SALE
- PURCHASE CONTRACT FOR
SHARES
Made
between:
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1.
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ROOTLAND
TRADING LTD. - a limited liability company organized and existing
under the laws of Cyprus, having its registered office in
Cyprus, Nicosia, 3 Xxxxxxxxxxx Xxxxxx, CY – 1066, registration number from
the Trade Register 82512, legally represented by Mr. Xxxx
Xxxxxxx, in his capacity of
Seller,
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and
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2.
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CME
ROMANIA BV, headquarters in the Netherlands, 00 Xxxxxxxxxx,
Xxxxx, 0000 HD, registered with the Trade Register under no 33289326,
duly
represented by its Directors Mr. Alphons van Spaendonck and Pan
Invest BV, in its capacity of
Buyer,
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The
parties have signed this sale-purchase contract for nominative shares at
“PRO TV” SAcompany, legal Romanian person with
social headquarters in Bucharest, 109 Pache Protopopescu Blvd, district 2,
registered with the Trade Register under no J40/24578/1992, CUI 2835636,
having
a subscribed and paid capital of lei 350,000.
The
sale-purchase was unanimously approved by the company’s shareholders through the
GMS Resolution dated 1 June 2007, which took place at the Company’s
headquarters
The
parties agree on the following:
I. ROOTLAND
TRADING LTD sells a number of 1.732 nominative shares, having a nominal
value of 10 lei / each, numbered from 988 to
1048 inclusive, and from 33,276 to
34,946
inclusive, having a total value of lei
17,320, out of which 6
lei, subscribed and paid in lei and 17,314
lei equivalent of 15,019.18 US$ subscribed
and paid in US$, as following:
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-
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174
lei, contribution in kind, equivalent of
8,700 US$ (at the exchange rate f 1 US$ = 0.02 lei),
subscribed and paid in US$; and
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-
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17,146
lei contribution in cash, out of which
430 lei, equivalent of 130.30 US$ (at
the exchange rate of 1 US$ = 3.3 lei); 16,710 lei,
equivalent of 6,188.88 US$ (at the exchange rate of 1 US$
= 2.7 lei) and 6 lei subscribed and paid in
lei,
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representing
4.9485 % of the social capital, to the buying
shareholder CME ROMANIA BV.
II. CME
ROMANIA BV buys a number of 1.732 nominative shares, having a nominal
value of 10 lei / each, numbered from 988 to
1048 inclusive and from 33,276 to
34,946
inclusive, having a total value of lei
17,320, out of which 6
lei, subscribed and paid in lei and 17,314
lei equivalent of 15,019.18 US$ subscribed
and paid in US$, as following:
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-
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174
lei, contribution in kind, equivalent of
8,700 US$ (at the exchange rate f 1 US$ = 0.02 lei),
subscribed and paid in US$; and
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|
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-
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17,146
lei contribution in cash, out of which
430 lei, equivalent of 130.30 US$ (at
the exchange rate of 1 US$ = 3.3 lei); 16,710 lei,
equivalent of 6,188.88 US$ (at the exchange rate of 1 US$
= 2.7 lei) and 6 lei subscribed and paid in
lei,
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representing
4.9485 % of the social capital, from the selling
shareholder ROOTLAND TRADING LTD.
III. The
price of the shares is of USD 48,360,000 and will be
paid by CME Romania BV, before this sale-purchase is registered and all the
changes are made to the Trade Register.
IV. The
property of the sold shares is transmitted from the seller to the buyer when
the
entire price is paid according to paragraph III, based on the payment made
by
the seller to the buyer.
V.
GUARANTEES
5.1
THE SELLER, through its legal representative, guarantees
that:
5.1.1
It
has the legal right to sell the shares that are object of this sale-purchase
contract, a right that also involves the transfer of the rights and obligations
arising from these shares;
5.1.2
It
has the capacity to sign this sale-purchase contract;
5.1.3
It
is not subjected to any legal decisions that could impede it from signing
this
contract or that could impede it from fulfilling the obligations arising
from
this contract;
5.1.4
It
has obtained all legal approvals for the sale of these shares;
5.1.5
It
will exercise this contract with good faith and will fulfill all the obligations
arising from it.
5.2
THE BUYER, through its legal representative, guarantees
that:
5.2.1
It
has the capacity to sign this sale-purchase contract;
5.2.2
It
is not subjected to any legal decisions that could impede it from signing
this
contract or that could impede it from fulfilling the obligations arising
from
this contract;
5.2.3
It
has obtained all legal approvals for the purchase of these shares and for
the
payment of the price;
5.2.4
It
will exercise this contract with good faith and will fulfill all the obligations
arising from it.
This
sale-purchase contract was drawn up and signed in 4 original copies, on
1
June 2007.
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SELLER
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BUYER
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ROOTLAND
TRADING LTD
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CME
ROMANIA BV
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Through
Xxxxxxx van Spaendonck
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/s/
Xxxx Xxxxxxx
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/s/
Xxxxxxx van Spaendonck
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/s/
Henk van Wijlen
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and
Pan Invest BV
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