1
EXHIBIT 10.50
SECURITIES SALE AND PURCHASE AGREEMENT NO. 3064-SMM-0515-00001
This SALE AND PURCHASE AGEEMENT is entered into between PLD TELEKOM INC.
(formerly known as Petersburg Long Distance Inc.), a company organised under the
laws of state Delaware, USA (the Seller), represented by XXXXX XXXX acting on
the basis of CORPORATE AUTHORITY AS CHAIRMAN and XXXXXXX LIMITED, a company
organised under the laws of Cyprus (the Purchaser), represented by Xxxxxxx Xxxx
on the basis of the Power of Attorney.
POWER OF ATTORNEY
1. SUBJECT OF AGREEMENT The Seller is the owner of certain securities as stated
in Attachment 1 to this Agreement, which the Seller owns free and clear from
the rights of third parties (the Securities). The Purchaser hereby agrees to
purchase from the Seller, and the Seller agrees to sell to the Purchaser, the
Securities together with any and all rights attaching thereto, including any
dividends not as yet paid or stock splits effected, against the Purchase
Price stated in Attachment 1.
2. ACKNOWLEDGMENT The Purchaser acknowledges that it has made all investigations
into the value of the Securitiees and the business, operations and prospects
of the issuer that it has deemed necessary or desirable in connection with
this purchase, and that it has not relied upon the Seller to provide any such
information nor upon any representation, warranty or other statement made by
the Seller with respect to any of the foregoing.
3. REGISTRATION The Purchaser shall execute and deliver to the Seller a power of
attorney enabling the Seller to re-register the Securities into the name of
the Purchaser its name in the register of security holders of the issuer of
the Securities. The Seller shall use all reasonable endeavours to effect such
re-registration.
4. SETTLEMENT. Upon delivery to the Purchaser or an extract from the register of
shareholders of the issuer of the Securities designating the Purchaser as the
owner of the Securities (the Settlement Date), the Purchaser shall transfer
to the Seller the Purchase Price specified in Attachment 1 hereto. The
Purchase Price shall be effected in United States dollars by the Purchaser
within three (3) business days from the Settlement Date by means of wire
transfer in immediately available funds to the account designated by the
Seller. The Purchase Price shall be equal to the number of shares multiplied
by the price per share. Amounts of prepayment, if any, in respect of the
Securities shall be credited against the Purchase Price.
5. TERM AND TERMINATION The term of this Agreement shall commence on the date
hereof and shall expire upon performance by the parties of their obligations
hereunder. Notwithstanding the foregoing, if the Settlement Date shall not
have occurred within one month from the date hereof, this Agreement shall
terminate without any further liability between the parties in respect of
this Agreement.
2
5. GOVERNING LAW In the event of any dispute or disagreement arising between the
Purchaser and the Seller under, or in connection with, this Agreement, such
dispute or disagreement shall be resolved by binding arbitration held at the
Arbitration Institute of the Stockholm Chamber of Commerce before a panel of
three (3) arbitrators appointed in accordance with the rules of the
Institute. This agreement shall be governed by, and construed in accordance
with, the laws of the Russian Federation
6. SIGNATURES This Agreement and Attachment 1 hereto may be signed by the
parties in two counterparts but such counterparts shall together constitute a
single agreement.
Signed by Xxxxx Xxxx
Executive Chairman
PLD Telekom Inc.
for and on behalf of the Seller
s/s Xxxxx Xxxx
-----------------------------
Signed by Kruglov I.E.
for and on behalf of the Purchaser
s/s Kruglov I.E.
-----------------------------
