Exhibit 10.2
SHARE TRANSFER
City of Minnetonka, MN, USA Date: March 3, 1997
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THIS SHARE TRANSFER (the "Transfer") is made by and between FoodMaster
International L.L.C., a company created under the laws of the State of Delaware,
U.S.A. (hereinafter referred to as "FI"), and Developed Technology Resource,
Inc., a company created under the laws of the State of Minnesota, U.S.A.,
(hereinafter referred to as "DTR").
WHEREAS, the Certificate On State Registration No. 171900-TOO(UY) dated
July 14, 1995, issued by the Ministry Of Justice of the Republic of Kazakhstan
on the name of the Company with Limited Liability FoodMaster Corporation TOO
("FoodMaster L.L.C. ") evidences that FoodMaster L.L.C. is a legal entity;
WHEREAS, the Foundation Agreement of FoodMaster L.L.C. of February 1,
1995 (as amended) and the Charter of FoodMaster L.L.C. of February 1, 1995 (as
amended) state that DTR possesses an equity share in the amount of 508 of
FoodMaster L.L.C. ("Equity Share").
NOW THEREFORE, the parties have concluded this Transfer as follows:
I. SUBJECT MATTER OF THE AGREEMENT
DTR hereby transfers and assigns all of its rights and interest in the
Equity Share to FI as of the date of this Agreement and as part of the capital
contribution of DTR to FI under the terms and conditions contained in the
Limited Liability Company Agreement of FI dated as of the date hereof.
II. TERMS AND CONDITIONS OF THE AGREEMENT
2.1 FI's rights in and to the Equity Share shall arise from the moment
of the conclusion of this Transfer.
2.2 Subsequent to the date of this Transfer, DTR shall take all
necessary steps to reregister the Equity Share in the name of FI, including but
not limited to:
(a) signing and providing the letter of withdrawal from
FoodMaster L.L.C.
(b) preparing and signing the Protocol Of The General Meeting
of FoodMaster L.L.C. approving the necessary changes to the foundation documents
of FoodMaster L.L.C. and other related issues, and registering new foundation
documents with the Ministry of Justice.
All of the foregoing steps shall be taken to the sole satisfaction of FI.
III. REPRESENTATIONS
DTR represents and warrants that (i) DTR has full and record and beneficial
title to Equity Share and the Equity Share is not encumbered with any liens,
pledges or other encumbrances or rights of third parties, (ii) DTR has authority
and has taken all steps necessary to enter into this Transfer and transfer the
Equity Share and neither executing this Transfer or transferring the Equity
Share violates or will violate any law applicable to DTR, (iii) FoodMaster
L.L.C. is validly existing and properly registered in accordance with all laws
applicable to it, (iv) DTR has obtained the letter of consent for this Transfer
from the Ak Bulak Joint Stock Company, which is another participant in
FoodMaster L.L.C., and (v) FI will obtain full legal title to the Equity Share
subject to the satisfaction of the conditions set forth in Section 2.2 of this
transfer.
The parties hereby agree to the foregoing by the signatures of their undersigned
representatives as of the date first above written:
FOR AND ON BEHALF OF:
DEVELOPED TECHNOLOGY RESOURCE, INC.
By:
Name: Xxxx X. Xxxx
Title: President
FOR AND ON BEHALF OF:
FOODMASTER INTERNATIONAL L.L.C.
By API Dairy Partners L.P., member
By Agribusiness Holding
Company L.L.C, its general partner
By:
Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer
