EXHIBIT 10.1
STOCK SALE/PURCHASE AGREEMENT
This Stock Sale/Purchase Agreement (hereinafter "Agreement") is dated October 1,
1996, by and between YSE a.s., Xxxxxxx 00, 000 00 Xxxxx 0, Xxxxx Xxxxxxxx
(hereinafter "YSE"), represented by Ing. Xxxx Xxxxxxxx, General Manager, and
Czech Industries, Inc., 00000 Xxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000,
X.X.X. (hereinafter "CI"), represented by Xxxxx Xxxxxx, President.
ARTICLE I
Subject of Agreement
1. CI agrees to sell, and YSE agrees to buy, 251,000 (two hundred fifty-one
thousand) shares of the stock of Hotel Fortuna, a.s. Praha, SIN
770940000274 (hereinafter "Hotel Fortuna") which represents the full
controlling interest of CI in Hotel Fortuna;
2. YSE agrees to sell, and CI agrees to buy, 100,000 (one hundred thousand)
ordinary shares of common stock of Ceske energeticke zavody, a.s. utility
company (hereinafter "CEZ"), ISIN CS0008441952;
3. YSE agrees to sell, and CI agrees to buy, 86,570 (eighty-six thousand five
hundred seventy) shares of common stock of the Vodni stavby Praha, a.s.
construction company (hereinafter "VS"), ISIN CS0005020957.
ARTICLE II
Prices and Settlement
1. CI and YSE agree that the total price for the controlling interest in the
Hotel Fortuna is 268,483,000 Kc (two hundred sixty-eight million four
hundred eighty-three thousand Czech korunas), which brings the price to
1,069.60 Kc per one share;
2. YSE and CI agree that the trading price for the CEZ stock is 1,040 Kc (one
thousand forty Czech korunas) per share, bringing the total for the VS
package to 104,000,000 Kc (one hundred four million Czech Korunas);
3. YSE and CI agree that the trading price for the VS stock be set at 1,900 Kc
(one thousand nine hundred Czech korunas) per share, the total for the VS
package being 164,483,000 Kc (one hundred sixty-four million four hundred
eighty-three thousand Czech korunas);
4. In the context of all the factors and circumstances of the understanding,
CI and YSE have agreed that the values of the packages brought into the
deal by the two companies are equal, and that the deal can be fairly
consummated without a need for additional financial, or monetary,
compensation.
ARTICLE III
Transfer of Shares
1. CI admits that the CEZ shares are subject of a pledge till October 31,
1996, and therefore YSE cannot transfer the CEZ shares immediately. YSE
agrees to transfer CEZ shares after their release directly to a CI account
in SCP, or to another account stated in writing by CI. The CEZ shares
transfer will be done by November 5, 1996 at the latest. YSE herein
announces its full ability to cover all financial obligations toward the
Bank for the release of CEZ shares by October 31, 1996;
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1. YSE agrees to transfer the VS shares to the account stated in writing by CI
on October 17, 1996 at the latest;
2. CI agrees to transfer Hotel Fortuna shares to SCP account No. 100031334769
as soon as the 100,000 CEZ shares mentioned in par. 1 above have been
transferred, it means on November 5, 1996;
3. CI understands that the transfer of VS and CEZ shares will be done for the
YSE by the company Stratego Invest, a.s., a member of the Prague Stock
Exchange.
ARTICLE IV
Miscellaneous
1. CI will make, through its Prague Eastbrokers a.s. subsidiary, its best
efforts to help YSE sell the stock of the following companies:
CSAD Cernosice CS0008203055
YSE Profit CZ0009075206
REAS CS0008450953
2. All the deals mentioned above will be confirmed by standard Czech
securities transfer documents ("Konfirmace obchodu");
3. This agreement is executed in two copies for both parties concerned.
Signed in Prague and Vienna, on October 1, 1996
For YSE: For CI:
Ing. Xxxx Xxxxxxxx Xxxxx Xxxxxx
General Manager President
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