Exhibit 10.5
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding between the Finance-Analyst Joint
Stock Company ("COMPANY") registered in Russian Federation and having their
offices at 00 Xxxx Xxxxxxxx, Xxxxxx, Russian Federation, represented by Xx.
Xxxxxx Xxxxxx, President, acting on the basis of its Charter, and IPORUSSIA,
INC. ("IPO") registered in the United States of America and having its office at
00 Xxxxxxxx Xxx., Xxxxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of America, represented
by Xxxxxxxx X. Xxxxxxxxx, President and Chief Executive Officer, acting on the
basis of its Charter, was executed on August 08, 2002.
WHEREAS:
A. COMPANY and IPO are equally committed to the introduction of Russian
Companies ("Corporations"), to the International Investment Communities to
facilitate the growth of the Corporations; thus accelerating development of the
Russian economy.
B. COMPANY and IPO agree that introducing the Corporations to the public stock
market in the United States of America and having their shares traded on the
United States Stock Market would assist in the capital growth for these
Corporations and expand the economy of the Russian Federation.
C. IPO is a United States Company primarily focused on introduction of Russian
Corporations to the United States and International Investment Communities with
the goal of obtaining working capital for the Corporations.
D. COMPANY is a duly registered broker and dealer duly qualified to buy and sell
securities in Russian Federation to customers residing in and outside the
Russian Federation. COMPANY possesses certain experience in consulting of the
Russian companies going public on the Russian stock markets.
E. COMPANY and IPO have held meetings and have reached understandings with
regard to certain matters related to the cooperation in the sphere of assisting
Russian Corporations.
COMPANY and IPO hereby express their understanding in this respect as
follows:
1. Cooperation. (A) COMPANY will support IPO by providing from time to time
introductions to Russian Corporations that have intentions of going public, and
will assist in the due diligence process of IPO with such Russian Corporations,
and the introduction of IPO as a Company in Russian Federation and CIS as the
entity involved in assisting Russian Corporations. COMPANY will also assist
clients of IPO in going public on Russian Stock Market.
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(B) IPO undertakes to use its best efforts (i) to recommend its
customers to use COMPANY's services in listing on Russian stock market, (ii) to
introduce COMPANY to the Underwriter responsible for the public underwriting of
the securities of the Russian Corporations going public, with the intent to
provide COMPANY with an opportunity to have its customers participate in the
offering.
2. Contracts With The Corporations. IPO undertakes that all contracts with the
Russian Corporations will be concluded on the terms fully complying with the
laws of the Russian Federation.
3. Exchange of Information. COMPANY and IPO understand and agree that from time
to time they will exchange economic and other information about Russian
Corporations that would be mutually beneficial to carry out the spirit and
intent of this Memorandum of Understanding.
4. Future Business. COMPANY and IPO understand and agree that if COMPANY desires
to go public in Western Markets during the term of this Memorandum of
Understanding it will retain IPO for its Business Services in accordance with
IPO's usual and customary fees.
5. Notices. All notices, requests, consents and other communications between the
Parties hereunder shall be in writing, shall be addressed to the receiving
Party's address set forth below or to such other address as a Party may
designate by notice hereunder, and shall be either (i) delivered by hand, (ii)
made by telecopy or facsimile transmission and e-mail, (iii) sent by recognized
national overnight courier service, or (iv) sent by registered mail, return
receipt requested, postage prepaid.
If to COMPANY:
Me. Xxxxxx Xxxxxx
"Financial-Analyst" Joint Stock Company
00 Xxxx Xxxxxxxx,
Xxxxxx, Russian Federation,
Tel: (000) 000-00-00
Fax: (000) 000-00-00
E-mail: xxx@xxxxx.xx
If to IPO:
Xxxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
IPORUSSIA, INC.
00 Xxxxxxxx Xxx.
Xxxxxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America
Tel/Fax: (000) 000-0000
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6. Term. This Memorandum of Understanding shall be for a term of two (2) years
from the date first appearing above, and shall automatically expire unless
extended in writing by both Parties. Either Party may terminate this Memorandum
of Understanding on the giving of 15 days written notice to the other Party upon
failure to perform their obligations hereunder.
In witness of their understanding on these matters COMPANY and IPO have duly
signed and executed this Memorandum of Understanding in the City of Moscow.
Financial-Analyst Joint Stock Company IPORUSSIA, INC.
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxx Xxxxxx Xxxxxxxx X. Xxxxxxxxx
Director President and CEO
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