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SHARE PURCHASE AGREEMENT 

THIS AGREEMENT (“Agreement”) is entered into on this date of conclusion, (напр.:May 1, 2021)📆 (the “Effective Date”) between:

(1) Повне найменування (Eng.) , a corporation organised and existing under the laws of Країна реєстрації (Eng.) , with its registered office at Адреса місцезнаходження (юридична адреса) (Eng.) (hereinafter - "Seller")

And

(2) Повне найменування (Eng.) , a legal entity organized and existing under the laws of Країна реєстрації (Eng.) , having its registered office at Адреса місцезнаходження (юридична адреса) (Eng.) , company registration number Код компанії (hereinafter - "Purchaser").

The Seller and the Purchaser are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

(A) The Seller legally and beneficially owns one hundred (100) ordinary shares with nominal value of USD Nominal value of shares of target company  (Nominal value of shares of target company, прописом (eng.)  dollar) each, representing one hundred (100) percent of the share capital of the Company (as it is defined below) (the “Shares”).

(B) The Seller wishes to sell, and the Purchaser wishes to purchase the Shares on the terms set out in this Agreement.

THE PARTIES AGREE as follows:

1. Interpretation

“Affiliate”

means a physical person spouse, parents (including adoptive parents), children (including adopted children), full- and half-blood brothers and sisters of any of them, and any persons that are directly or indirectly Controlled by such physical person, their spouse, parents (including adoptive parents), children (including adopted children), full- and half-blood brothers and sisters of any of them, or in respect of which such physical person, their spouse, parents (including adoptive parents), children (including adopted children), full- and half-blood brothers and sisters of any of them act as beneficiary of trust or as trustor;

“Applicable Law”

means any applicable law, statute, ordinance, code, rule, regulation, order, sanction, judgment, injunction, decree, ruling, determination, award, standard, permit or variance of any Governmental Authority, or similar provisions having the force or effect of law, all judicial and administrative orders and determinations, or any binding agreement with any Governmental Authority (excluding any agreements where such Governmental Authority is acting in a commercial capacity);

“Business Day”

means a day (other than a Saturday or a Sunday) on which banks and financial markets are open for general business in Dubai, UAE ;

“Company”

means the private company “Повне найменування (Eng.) ” (Організаційно-правова форма (Eng.) organized and existing under the laws of Країна реєстрації (Eng.) under the business identification number (BIN): Код компанії , with registered address at: Адреса місцезнаходження (юридична адреса) (Eng.) ) with share capital of one hundred US Dollars (Розмір зареєстрованого капіталу );

“Completion”

means completion of the transfer of the Shares to the Purchaser under this Agreement;

“Completion Date”

date of conclusion, (напр.:May 1, 2021)📆

“Constituent Documents”

means any articles of incorporation, memorandum of association, articles of association, charter, by-laws or other constituent or organizational document of the Company required or contemplated by applicable laws for the creation or operation of the Company;

“Control”

means a person’s right (independently or together with their Affiliates), directly or indirectly, to direct, or cause the direction of, the management and policy of such first person;

“Defaulting Party”

has the meaning given in Clause 4.3;

“Encumbrance”

means any claim, mortgage, charge (fixed or floating), pledge, option, attachment, restriction, security assignment, security interest, title retention, preferential right, equity or trust arrangement, lien, hypothecation, covenant, voting trust agreement, option, right of first offer, encumbrance or any security interest, restriction or limitation of whatsoever nature howsoever created or arising, including any analogous security interest under any applicable law, and any agreement, undertaking or arrangement to create any of the foregoing;

“EUR”

lawful currency of the of the European Union;

“Governing Documents”

means the Constituent Documents and any other agreements and organisational documents of the Company;

“Governmental Authority”

means, in relation to anywhere in the world, any supranational, national, state, regional, municipal, city, town or local government, any subdivision, court, arbitral tribunal, administrative agency, office, commission or other authority thereof or any quasi-governmental body exercising any regulatory, administrative, taxing, excise, import customs or other governmental or quasi-governmental authority (other than any entity acting in a commercial capacity);

“Loan”

means the loan issued by Повне найменування (Eng.) to the Company in the amount of Amount of Loan, прописом (eng.) euro (EUR Amount of Loan ) under the loan agreement No.Number of Loan agreement of Date of the Loan agreement, (напр.:1st of May 2021)📆 ; as of the Effective Date the Loan outstanding amount is equal to Amount of outstanding Loan (loan + interests), прописом (eng.)  euro (EUR Amount of outstanding Loan (loan + interests) ), including accrued interest in the amount of Amount of accrued interests, прописом (eng.) euro (EUR Amount of accrued interests );

“Non-Defaulting Party”

has the meaning given in Clause 4.3;

“Shares”

has the meaning given in Recital (A);

“Surviving Provisions”

means Clause 1 (Interpretation), Clause 7 (Confidentiality), Clause 9 (Entire Agreement), Clause 10 (Variation and Waiver), Clause 11 (Invalidity), Clause 12 (Assignment), Clause 13 (Rights of Third Parties), Clause 14 (Notices), Clause 15 (Counterparts), and Clause 16 (Governing Law and Dispute Resolution);

“Transaction Documents”

means this Agreement and any other document entered into to effect the transactions contemplated by this Agreement;

“Transfer Documents”

means definitive documents required under the Applicable Law to effect the sale and transfer of the Shares from the Seller to the Purchaser in the form required by the Applicable Law;

“USD”

lawful currency of the United States of America (US dollar);

“Warranties”

means the representations and warranties made by or on behalf of the Seller and the Purchaser (as applicable) in Clause 5, and “Warranty” shall be construed accordingly.

2. Sale and Purchase of the Shares

2.1. Subject to and on the terms set out in this Agreement, the Seller shall sell and transfer, and the Purchaser shall purchase, with effect from Completion, the Shares with:

(a) full title guarantee and free from all Encumbrances; and

(b) all rights attaching to them as at Completion (including all dividends and distributions declared, paid, or made up after the date of this Agreement) or that may subsequently become attached to them.

3. Consideration

3.1. In consideration for the Shares the Purchaser shall pay to the Seller purchase price in the amount of Share purchase price 1, прописом (eng.) US Dollars (USD  Share purchase price 1 ) (the “Consideration”).

3.2. Subject to repayment by the Purchaser of the Loan the Consideration payable shall be adjusted as follows:

(a) in case the Loan is settled by the Company within six (6) months following the Effective Date, the Consideration shall be decreased for price decrease, прописом (eng.) US Dollars (USD price decrease ), and will be equal to price 2, прописом (eng.) US Dollars (USD price 2 );

(b) in case the Loan is not settled within six (6) months following the Effective Date, the Consideration shall not be adjusted.

3.3. The Parties agree that the Purchaser shall pay the Consideration to the Seller on the Effective date plus 3-5 Business days to the following Seller account.

BANK: Назва банку (Eng.)

Адреса банку (Eng.)

IBAN: IBAN

SWIFT: SWIFT

3.4. The Parties have agreed that the Shares will not be deemed pledged in favour of the Seller until payment in full.

4. Completion

4.1. Completion shall take place on the Completion Date.

4.2. At Completion:

(b) the Seller shall deliver to the Purchaser:

(ii) a duly and validly executed counterpart of any Transfer Document which is necessary to effect the transfer of the Shares to the Purchaser and which is required to be executed by the Seller; and

(iii) a copy of the spouse consent (if applicable);

(c) the Purchaser shall deliver to the Seller a duly and validly executed counterpart of any Transfer Document which is necessary to effect the transfer of the Shares for Sale to the Purchaser and which is required to be executed by the Purchaser.

4.2. If either Party does not comply with its obligations under this Clause 4 in any respect (the “Defaulting Party”), the other Party (the “Non-Defaulting Party”) shall not be obliged to complete the transfer of the Shares or perform any of its obligations set out in Clause 3 and Clause 4.2 and the Non-Defaulting Party may in its absolute discretion (in addition and without prejudice to any other right or remedy available to it hereunder or at common law) by written notice to the Defaulting Party:

(b) defer Completion to such other date as the Non-Defaulting Party may specify (and so that the provisions of this Agreement relating to Completion shall apply mutatis mutandis);

(c) waive all or any of the Defaulting Party’s requirements contained or referred to in Clause 4.2 (as applicable) at its discretion and proceed to Completion so far as practicable, without prejudice to any rights against the Defaulting Party for breach of contract or otherwise under this Agreement; or

(d) terminate this Agreement by notice in writing to the Defaulting Party.

4.3. Where the Non-Defaulting Party terminates this Agreement pursuant to Clause 4.3(c), each Party’s further rights and obligations shall cease immediately on such termination, but such termination shall not affect a Party’s accrued rights and obligations at termination. The Surviving Provisions shall continue to have effect, notwithstanding the termination of this Agreement under Clause 4.3(c).

5. Representations and Warranties

5.1. Each Party represents and warrants to the other Party as of the Effective Date and as of the Completion Date that:

(a) it has full power and authority and has taken all necessary action to enter into, execute, deliver, and perform its obligations under this Agreement and any other Transaction Document to which it is a party;

(b) it has obtained all requisite approvals and complied with all contractual obligations before third parties required to permit it to enter into and perform its obligations under this Agreement and each other Transaction Document to which it is a party;

(c) the obligations of such Party under this Agreement constitute, and the obligations of such Party under each other Transaction Document to which it is a party will, when executed, constitute legal, valid, and binding obligations of such Party enforceable against such Party in accordance with their respective terms;

(d) the execution, delivery, and performance of this Agreement and each other Transaction Document to which it is a party does not and will not conflict with, or constitute a default or a breach under, any provision of:

(ii) any contract, agreement, or other instrument to which it is a party or by which it is bound;

(iii) any law to which it or any of its property are subject or by which they are bound,

in each case where such conflict, default or breach would materially adversely affect the ability of such Party to perform any of its obligations under this Agreement or any other Transaction Document to which it is a party;

(e) it is not insolvent or bankrupt under the Applicable Law, nor a bankruptcy or any similar petition has been filed in respect of it, nor there are any grounds for the above events; and

(f) there is no litigation pending or, to its knowledge, threatened that, individually or in the aggregate, could affect such Party’s ability to perform its obligations hereunder or under any other Transaction Document to which it is a party.

6. Effect of Completion

This Agreement shall, as regards the Warranties and any other of its provisions remaining to be performed or capable of having or taking effect following the Completion Date, remain in full force and effect following the Completion Date.

7. Confidentiality

7.1. Subject to Clause 7.2, each Party undertakes to the other Party that it shall (and shall procure that its Affiliates and its Affiliates’ respective directors, officers, employees, counsel and professional advisors, including auditors and legal counsel shall) treat as confidential all information received or obtained from such other Party and its Affiliates as a result of negotiating, entering into or performing this Agreement.

7.2. Clause 7.1 does not apply to disclosure by a Party of any such information as is referred to in that Clause:

(a) which is necessary for the protection of the disclosing Party’s rights under this Agreement or enforcement of the terms of this Agreement;

(b) which is required to be disclosed by law, provided that such disclosure will, so far as is practicable, be made (i) after consultation with the other Party, and (ii) after taking into account that Party’s reasonable requirements as to the timing, content, and manner of making or dispatch of such disclosure;

(c) to any director, officer, employee, counsel or professional advisor, including auditors and legal counsel, or bankers of such Party or of its Affiliates whose function requires him/her to have the relevant confidential information, provided that such Party procures that such recipient complies with the restrictions provided in this Clause 7; or

(d) to the extent that the information has already been made public by, or with the consent of, the non-disclosing Party.

8. Further Assurance

Each Party will (at its own cost and expense) do, execute and perform all such further deeds, documents, instruments, assurances, acts and things as may be required, or as may be reasonably requested by the other Party, to give effect to the terms of this Agreement and the transactions contemplated hereby.

9. Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all and any previous agreements, arrangements and understandings between the Parties relating to the subject matter of this Agreement.

10. Variation and Waiver

10.1. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party.

10.2. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11. Invalidity

11.1. If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, in whole or in part, under the laws of any jurisdiction, that shall not affect:

(a) the legality, validity, or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity, or enforceability under the laws of any other jurisdiction of that or any other provision of this Agreement.

11.2. If at any time any provision of this Agreement is or becomes invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a manner acceptable to the Parties in order that the transaction contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

12. Assignment

Neither Party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

13. Rights of Third Parties

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

14. Notices

14.1. Any notice (including any request, demand, waiver, approval, consent or other communication) given under or in connection with this Agreement shall be in writing, in the English language and shall be deemed to have been duly given if (i) delivered personally, (ii) sent by international courier service, or (iii) sent by e-mail, to, in each case, the following addresses for each Party:

(b) If to the Seller:

ПІБ представника (Eng.)

Address: Адреса реєстраціі місця проживання (прописки) (Eng.)

Email: E-mail представника

Attention: ПІБ представника (Eng.)

(c) If to the Purchaser:

ПІБ представника (Eng.)

Address: Адреса реєстраціі місця проживання (прописки) (Eng.)

Email: E-mail представника

or to such other address as may be notified by the relevant Party to the other Party in accordance with this Clause 14.1.

14.2. Any notice given under or in connection with this Agreement shall be deemed to have been received:

(b) if delivered in person, at the time of actual delivery; or

(c) if sent by international courier service, on the day of actual delivery, provided that the relevant Party signs a return receipt or the person delivering such communication makes note of refusal by such Party to take delivery; or

(d) if sent by e-mail, on the date that it is sent, provided that there is no automatically generated notice of message delivery failure.

15. Counterparts

This Agreement may be executed in any number of counterparts and by different Parties on separate counterparts, each of which may be executed and delivered by email or similar means of transmission, and when executed and delivered shall constitute an original, but all the counterparts shall together constitute one and the same instrument.

16.  Governing Law and Dispute Resolution

16.1. This Agreement (including the arbitration agreement contained in this Clause 16) shall be governed by and construed in accordance with the laws of England and North Walesand imperative provisions of the Astana International Financial Centre.

16.2. Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, interpretation, breach, performance or termination, any non-contractual obligations arising out of or in connection with it or the consequences of its nullity shall be finally settled by the authorized courts of Astana, Kazakhstan .

IN WITNESS WHEREOF this Agreement has been executed and delivered by the Parties on the date stated at the beginning of this Agreement.

Executed and delivered by:

17. Signatures of the Parties

Seller

Duly authorised, for and on behalf of

Повне найменування (Eng.)

Signed:   ...………………………………..................                                    

Name:     ПІБ представника (Eng.)                             

Title:       Посада представника (Eng.)

Buyer

Duly authorised, for and on behalf of

Повне найменування (Eng.)

Signed:   ...………………………………..................

Name:       ПІБ представника (Eng.)

Title:    Посада представника (Eng.)

Invoice

Invoice number Invoice number

Date Invoice Date Invoice, (напр.:May 1, 2021)📆

Due date Due date, (напр.:May 1, 2021)📆

Billed By (Beneficiary, Seller)

Повне найменування (Eng.) ,

registered at: 

Країна реєстрації (Eng.) ,

Адреса місцезнаходження (юридична адреса) (Eng.)

BANK

Назва банку (Eng.)

IBAN IBAN

SWIFT SWIFT

Tel.: Телефон основний

E-mail: E-mail основний

Billed To (Purchaser Details)

Повне найменування (Eng.)

registered at: Країна реєстрації (Eng.) ,  Адреса місцезнаходження (юридична адреса) (Eng.)

Summarise Total Quantity:  Share purchase price 1 USD

Show Total In Words: Share purchase price 1, прописом (eng.) USD.

Please pay for the following details:

BANK: Назва банку (Eng.)

IBAN: IBAN

SWIFT: SWIFT

Signatory

________________________

ПІБ представника (Eng.)

Посада представника (Eng.)