ASSIGNMENT OF SHARES AGREEMENT
Concluded between:
MEDIA PRO SRL, a Romanian legal entity, having its registered office in
Bucharest 000, Xxxxx Xxxxxxxxx, Xxxx 0, Xxxxxx.0 registered in the Register of
Comerce under number J40/4996/1991 represented by Xx. Xxxxxx Xxxxx, General
Manager.
Xxxxxxx Xxxxxx Marius- Romanian citizen, residing in Bucharest, 00 Xxxxxxxxx
Xxxxxx, Xxxxxx 0, represented by Xxx. Xxxxx Xxxxxxxxx - legal representative,
Xxxxxxxxxx Xxxxxxx ~Mihai - Romanian citizen, residing in Xxxxxxxxx, 00 0 Xxx
Xx., Xxxx 15, Ap.60, Sector 1, represented by Xxx. Xxxxx Xxxxxxxxx - legal
representative,
as, "Assignor - Shareholders"
as shareholders of UNIMEDIA SRL having its registered office in Bucharest 155,
Xxxxx Xxxxxxxxx, Xxxx Xx, Xxxx 0, Xxxxxx.0 registered in the Register of Comerce
under number J40/159211995
and,
Xx. Xxxxxx Xxxxx - Romanian citizen, residing in Bucharest, 0-0 Xxxxxxxxxx
Xxxxxx, Xxxxxx 0
CME Enterprises B.V. a limited liability company organised and exiting under the
law of the Nethaderland with its registered office at 00 Xxxxxxxxxxx, Xxxxxxxxx
represented by Xxxx Xxxxxx.
as, "Third Party - Assignees'
that have agreed the present " Assignment of Shares Agreement', pursuant to:
1. SC Media Pro SRL , shareholder of UNIMEDIA SRL Company assign to the "Third
Party Assigne" - CME Enterprises BV, a number of 18 shares numbered I to 18,
equivalent of 90.000 lei, representing 90% of the registered capital.
2. The undersigned Xxxxxxx Xxxxxx Marius shareholder of UNIMEDIA SRL Company
assign to the "Third Party Assigne" - CME Enterprises BV one share, numbered 19,
equivalent of 5.000 lei representing 5% of the registered capital.
The shares bought by the "Third Party- CMB Enterprises B.V." have been paid to
SC Media Pro SRL and Mr. Xxxxxxx Xxxxxx Marius, at the value in USD,
respectively 30 USD, at a rate of 3,220.5 Lei/USD.
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3. The undersigned Xxxxxxxxxx Xxxxxxx Xxxxx shareholder of UNIMEDJA SRL Company
assign to Xx. Xxxxxx Xxxxx, one share, numbered 20, equivalent of 5.000 lei
representing 5% of the registered capital.
The share has been paid at the value of 5,000 Lei, on the date of the drafting
of the present Assignment of Shares Agreement .
According to those assignments, the Assignor - Shareholders, Media Pro SRL,
Xxxxxxx Xxxxxx Marius and Xxxxxxxxxx Xxxxxxx Mihai understand to withdraw from
UNIMEDJA SRL Company, having no more claims to that Company.
4. Guarentes
4.1. Warranties of the Assignors:
4.1.1. The Assignors have the right to assign their shares in the Company, such
right implying the transfer of the rights and liabilities relating to those
shares.
4.1.2. They have the capacity to enter into the present Assignment of Shares
Agreement.
4.1.3. They are not party or subject to any decision that could hinder the
conclusion of the present Agreement Company or impede the parties to fulfil
their obligations there in. 4.1.4. They are not involved in any litigation that
ban or limit, their capacity to transfer the shares. There are no court actions
pending against any shareholder regarding the share parts to be transfered.
4.1.5. The assignors warrant that the transfered share are free of any changes.
4.1.6. S.C. Media Pro warrants that the transfer of shares is legally made and
was approved by the General Meeting of the Shareholders.
4.2. Warranties of the Asignees.
4.2.1. The Assignes hereby warrant to the Assignors that they have the right to
buy shares in UNIM~DIA.
4.2.2. That they have the capacity to enter into the present Agreement.
4.2.3. They are not party or subject to any decision that could hinder the
conclusion of the present Agreement Company or impede the parties to fulfil
their obligations there in.
4.2.4. They are not involved in any litigation that ban or limit, their capacity
to transfer the shares. There arc no court actions pending against any assignors
the share parts to be obtain.
4.2.5. CMB warrants to the assignors that the buying of shares and the transfer
have been duty and validly authorised by the Bord of Directors of C.M.B.
The amendments of the Statutes and Company Agreement, occured as a result of the
present Assignment of Shares Agreernent will be registered by Addendum.
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The amendments of the Statutes and Company Agreement, occured as a result of the
present Assignment of Shares Agreeement will be registred by Addendum.
Drafted and signt in Bucharest in six copies, authenticated by the Public Notary
Vladica Xxxxx Xxxxxxxx, on the date of the authentication.
ASSIGNORS, ASSIGNEES,
SC MEDIA PRO SRL Xxxxxx Xxxxx
represented by,
Xxxxxx Xxxxx CME Media Enterprises B~V
ILIBSCU XXXXXX XXXXXX represented by,
XXXXXXXXXX XXXXXX XXXXX Xxxx Chisiu
represented by,
Xxxxx Xxxxxxxxx
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