QUOTA SALE AND PURCHASE AGREEMENT
concluded by
Mannai Corporation Limited whose seat is at X.X. Xxx 00, Xxxx, Xxxxx as the
Belle (hereinafter referred to: the "Seller")
and
Dynamic I-T Inc. whose seat is at Suite 400, 00000 X 00 Xxxxxx, Xxxxx Xxxxx
Xxxxxxxx 00000, XXX as the buyer (hereinafter referred to: the "Buyer")
(together hereinafter referred to: the "Parties")
at the place and on the date indicated below, on the following terms and
conditions:
1. The Quota
The Seller is the solo owner (quotaholder) of BM Hungary Parts Supply and
Distribution Co. Ltd. (seat: 1112 Budapest, Rako u. 27., Hungary; hereinafter
referred to: the "Company"). The Company was registered into the Company
Register under registration number 00-00-000000 on February 19, 1992 by the
Metropolitan Court Budapest as Court of Registration- The Seller's quota has a
face value of HUF 1,000,000 (say one-million Hungarian Forints) and represents
100% of the registered capital of the Company (hereinafter referred to: the
"Quota").
2. Sale of the Quota
The Seller shall transfer to the Buyer 100% of their fully paid-up Quota and
Buyer shall acquire the Quota on the terms and conditions set out herein free
from all liens, charges and encumbrances and together with all rights now or
hereafter attached thereto (including the right to any distribution of profits
made after the Completion Date in respect of any financial year of the Company),
on July , 2000 (the "Completion Date"). Therefore, Buyer shall become the sole
owner (quotaholder) of the Company,
3. Purchase Price
The consideration for the Quota to be paid by the Buyer to the Seller shall be:
USD 1 (say one US Dollar) (hereinafter referred to: the "Purchase Price"). The
Purchase Price of the Quota shall be paid in US Dollars.
1
4. Completion
On the Completion Date, the Buyer shall pay the Purchase Price to the Seller.
The Buyer shall undertake to send a declaration on the acquisition of the Quota
and the date of the acquisition to the Company's Managing Director immediately
following the execution of this Agreement. In addition to the above, this
declaration must also contain a statement of the Buyer that it is bound by the
provisions of the Company's Deed of Foundation and fully accepts them without
reserve. This Declaration has to be made in a notarial document or in a fully
certified private document in a form as set out in Schedule I (hereinafter
referred to: the "Declaration").
Subject to compliance by the Buyer with first and second paragraph of this
Section, the Seller shall cause the Company, through its Managing Director, to
modify the Company's List of Quotaholders to reflect the transfer hereunder and
to report the transfer of the Quota to the competent Court of Registration
immediately following he receipt of the Declaration.
5. Warranties
The Seller warrants to the Buyer that as of the date hereof and as of the
Completion Date:
5.1 the Seller is the sole and exclusive owner of the Quota and is registered as
the owner of the Quota with the competent Court of Registration;
5.2 the execution and performance of this Agreement by the Seller and the
completion of the transactions contemplated hereby, are authorised, require no
further approvals or authorisations and this Agreement constitutes legal, valid
and binding obligations of the Seller, enforceable against the Seller in
accordance with its terms;
5.3 the Quota, with a nominal value of HUF 1,000,000 represents 100% of the
registered capital of the Company and has been fully paid;
5.4 the Quota is free and clear of any and all liens, claims and encumbrances
and is not subject to any litigation (including administrative procedures) or
any third party rights; and
5.5 upon completion of the transaction contemplated hereby, the Buyer will
become the sole owner of the Quota free and clear of all encumbrances.
5.6 the foundation of the Company has taken place lawfully; the decree on the
registration of the Company is non-appealable; the Company has all of the
necessary books, records and documents imposed upon the law, and if necessary,
these were submitted to the Court of Registration; and also there is no
supervising legal procedure in process against the Company performed by the
Court of Registration;
5.7 the Company keeps its books in accordance with the relevant legal rules.
2
6. Indemnities
If any of the warranties as set out in Section 5 of this Agreement (hereinafter
referred to: the "Warranties") are not true, the Seller shall be obligated to
reimburse any damages to the Buyer or to the Company, emerged from this failure.
The Seller agrees to indemnify the Buyer and hold it harmless from and against
any and all liabilities, actions, losses, costs, damages, claims, expenses,
interest and penalties (including without limitation reasonable legal fees and
disbursements) incurred in connection with any claims made in relation to the
Warranties which the Buyer may sustain at any lime by reason of the breach of
any of the Warranties.
7. Title
The title to the Quota shall be transferred to the Buyer upon the Completion
Date, provided that the Buyer has fulfilled its obligations as set out In
Section 4 of this Agreement. The Parties agree that the Buyer shall be entitled
to exercise the rights arising from this Agreement upon the Completion Date,
provided that the Buyer has fulfilled its obligations as set out in Section 4 of
this Agreement.
8. Declaration of the Buyer
The Buyer declares that it is aware of the stipulations of the Deed of
Foundation of the Company - that has been submitted to it by the Seller - and
the Buyer shall consider them as binding on itself.
9. Miscellaneous
9.1 The parties will attempt to settle disputes arising from this Agreement in
an amicable way. 1f the negotiations are unsuccessful, all disputes arising from
or in connection with this Agreement, its breach, termination, validity or
interpretation, will be exclusively decided by the Court of Arbitration attached
to the Hungarian Chamber of Commerce and Industry (Budapest) in accordance with
its own Rules of Proceedings. The place of arbitration shall be Budapest. The
number of arbitrators shall be 3 (three). The language of the proceedings shall
be English.
9.2 Each party will cover its own expenses in connection with the negotiation,
preparation and performance of this Agreement.
9.3 If any section of this Agreement is or becomes null and void or
unenforceable, this will not influence the validity of other sections of the
Agreement which will remain in full force and effect
9.4 This Agreement may be amended, modified and supplemented only by a written
instrument authorised and executed on behalf of the Buyer and the Seller.
9.5 This Agreement shall not be assigned by any of the parties hereto without
the prior written consent of the other party.
3
9.6 All required notices will be made by the parties in writing and shall be
deemed to have been duly given (a) when delivered by hand, (b) on the date of
receipt specified in any return receipt when it is mailed, certified or
registered mail, return receipt requested, with postage prepaid, or sent by DHL
or other recognised international courier service or (c) when sent by facsimile
(with receipt confirmed) as follows:
9.6.1 to the Seller
Address: Xxxxxx Xxxxxxxxxxx Xxxxxxx
X.0. Xxx 00, Xxxx, Xxxxx
Fax: 0000 00 000 000
Attention: ......
9.6.2 to the Buyer:
Address: Dynamic I-T Inc.
Suite 400, 00000 X 00 Xxxxxx, Xxxxx Xxxxx, Xxxxxxxx
00000, XXX
Fax: 000 00 0000 000 0000
Attention: Xx. Xxxxxxx X. Xxxxx
9.7 This Agreement has been executed in 2 (two) English copies.
This Agreement has been read, understood and signed by the Parties in compliance
with their intentions.
/s/ [illegible] /s/ Xxxxxxx X. Xxxxx
--------------------------------- ---------------------------------
Mannai Corporation Limited Dynamic I-T Inc.
represented by represented by
Name: ..... Name: Xxxxxxx X. Xxxxx
Position: .... Position: Director
Date: Date:
4
