Exhibit 10(29)
English version rules over Ukrainian version of the contract.
Ukrainian version is omitted.
STOCK SALE-PURCHASE CONTRACT
KYIV SEPTEMBER 24, 2002
This Stock Sale-Purchase Contract (hereinafter -- "Contract") is entered into
in the city of Kyiv, Ukraine, on this day of September 24, 2002 by and between:
LATERAL VECTOR RESOURCES INC., a legal entity properly registered and acting
under the laws of the province of New Brunswick, Canada and located at the city
of Fredricton, New Brunswick, Canada (hereinafter -- "the Seller"), through Mr.
Vincent McDonnell authorized by a resolution of the sole director of the
company,
And
PRIVATE COMPANY "LYSTOPAD", a legal entity properly registered and acting under
the laws of Ukraine, located at 7-a Vasylanka Street, Kyiv, 03124 (hereinafter
- -- "the Buyer"), through its General Director Ms. Chernikova Olena Sergijivna,
acting on the basis of the Charter
The Seller and the Buyer may also collectively be referred to as "the Parties",
and individually as "a Party".
WHEREAS the Seller is willing to sell, and the Buyer is willing to purchase the
shares of the Closed Joint Stock Company "IPEC" whose legal address is Ukraine,
City of Kyiv, 42-44 Shovkovichna Str., EDRPOU Code 30057276 (hereinafter --
"IPEC") a share issuance of which is registered by the Department of State
Securities and Stock Market Commission in the City of Kyiv and Kyiv Oblast on
March 16, 1999 (Certificate of Issuance of Securities No. 214/10/1/99),
The Parties hereby agree as follows:
ARTICLE 1. SUBJECT OF CONTRACT
1.1. The Seller shall sell to the Buyer One Hundred
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and Nineteen (119) common registered IPEC's shares, with a face at a par
value of Five Hundred (500) Hryvnia per share (hereinafter - "Shares") and
receive from Buyer payment for these Shares.
1.2. The Buyer shall accept the Shares and remit payment for them.
ARTICLE 2. CONTRACT PRICE AND PROCEDURE OF PAYMENT FOR THE SHARES
2.1. The Buyer shall purchase the Shares at their par value and respectively pay
Seller US$11,420 (Eleven Thousand Four Hundred and Twenty US Dollars) for
the Shares which proceeds shall be transferred by Buyer to the Seller
within ten (10) banking days of the day when this Contract becomes
effective in accordance with Article 7.1 herein.
ARTICLE 3. TRANSFER OF SHARES
3.1. The Seller shall, within ten (10) banking days after the receipt from the
Buyer of a payment pursuant to Article 2.1 hereof undertake all necessary
actions to fully and properly transfer the Shares to the Buyer and register
transfer of title thereto in accordance with applicable legislation.
3.2. The Buyer shall acquire title to the Shares at the time when the Seller
receives payment pursuant to Article 2.1 hereof.
ARTICLE 4. CONFIDENTIALITY
4.1. All information regarding the Contract, the Parties and contents hereof
shall be deemed confidential information (hereinafter - "Confidential
Information"). The Parties undertake not to disclose, distribute or
transfer Confidential Information to anyone, with the exception of their
officials, employees, auditors
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and legal advisors, for whom such information may be necessary, and unless such
disclosure is approved by the other Party to the Contract or directly required
by legislation. In the event that disclosure of the Confidential Information is
required by applicable legislation, the disclosing Party shall:
4.1.1. immediately after such requirement becomes known, notify the other Party
about this in writing;
4.1.2. provide the other Party with any opportunities to challenge the
requirement on disclosure of Confidential Information and take all
necessary preventative actions before any Confidential Information is
revealed;
4.1.3. disclose the Confidential Information only in the scope required by the
applicable legislative provisions and only to the person or persons set
forth by such provisions; and
4.1.4. make all efforts to ensure non-disclosure of Confidential Information by
the recipient to any third parties.
4.2. The provisions of this Article 4 shall remain in effect for ten (10)
years after termination of the Contract.
ARTICLE 5. ARBITRATION
5.1. Any disputes and disagreements that arise from performance of this
Contract shall be resolved by the Parties through negotiations and
mutual agreement.
5.2. In the event that it is impossible to resolve a dispute by mutual
agreement, any such dispute, controversy or claim arising out of or
relating to the Contract, or the breach, termination or invalidity
thereof, shall be settled by the Commercial Court of Ukraine in Kyiv.
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ARTICLE 6. FORCE MAJEURE
6.1. If any of the Parties does not perform or improperly performs its
obligations under the Contract due to the effect of the Force Majeure,
such Party shall be exempt from the liability for such non-performance or
improper performance for the duration of the Force Majeure circumstances.
6.2. Force Majeure is an Act of God, military actions and armed conflicts,
officially announced state of emergency, changes of the legislation that
make impossible performance of the Contract by the Parties, acts of
governmental bodies and other events of exceptional and inevitable
character unforeseeable at the time of conclusion of the Contract and
impossible to prevent by means available to the Parties. The effect of
such circumstances must be validated by the Chamber of Commerce of the
country where the Force Majeure occurred.
6.3. The Party that is unable to perform an obligation under the Contract must
inform the other party about such occurrence and the termination of the
Force Majeure within 24 hours from the moment of such occurrence or
termination. If such notice is not sent within this term, the Party that
should have sent it will be liable for losses incurred by the other Party
which are the result of failure to send such notice.
6.4. Implementation of the Force Majeure is not a basis for the unilateral
early breach of the Contract. In the event that the Force Majeure
circumstances last for more than thirty (30) days the Parties will meet to
reach an agreement on further actions. However, if the Parties are unable
to reach an agreement within one (1) month from the day of the first
meeting, the dispute regarding the breach of the Contract and
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related claims of the Parties will be brought to arbitration pursuant to the
provisions of the Article 5 hereof.
ARTICLE 7. EFFECT AND TERMINATION OF THE CONTRACT
7.1 This Contract shall become effective on September 24, 2002 and remains in
effect until full performance by each of the Parties of its obligations and
rights as set forth herein.
7.2 Notwithstanding the foregoing, this Contract may be terminated at any
time upon a written consent of both Parties.
ARTICLE 8. LIABILITY OF THE PARTIES
8.1 In the event of default or improper performance by either of the Parties
of its obligations under the Contract, the Party in default under the Contract
shall reimburse the other Party in full for any damages, direct or indirect
incurred by the other Party as result of the default or improper performance,
including lost profits and attorney's fees.
8.2 In the event Seller delays a performance of its obligation set forth in the
Item 3.1 thereof, Seller shall pay Buyer, as and for a penalty, the sum of
double the NBU Refinance rate calculated on the par/face value of the delayed
shares for each day of delay, and Buyer shall have a right, but not an
obligation, for a unilateral early termination of this Contract, as well a claim
for the return of any funds previously paid under this Contract and
reimbursement of any damages. The "delay compensation" set forth and referenced
herein is not and shall not be, for any reason whatsoever, considered to be
liquidated damages on any nature of settlement for delays or breaches under this
Contract.
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8.3. In the event Buyer delays a performance of its obligation set forth in the
Item 2.1 hereof, Seller shall pay Buyer a "delay compensation" in an
amount double the NBU refinance rate for each day of delay, and Seller
shall have a right, but not an obligation, for a unilateral early
termination of this Contract, as well as may claim reimbursement of any
damages. The "delay compensation" set forth and referenced herein is not
and shall not be, for any reason whatsoever, considered to be liquidated
damages or any nature of settlement for delays or breaches under this
Contract.
8.4. In the event that provisions of Article 4 hereunder are violated,
including therein the procedure for approval of Confidential Information
disclosure, the Party guilty of such violation shall reimburse the other
Party any and all expenses incurred as a result of the guilty Party's
breach, and also pay the other Party a penalty of Five Thousand (5,000) US
dollars.
ARTICLE 9. MISCELLANEOUS
9.1. The Contract shall be governed by the substantive and remedial law of
Ukraine.
9.2. Amendments to the Contract are made only in writing in the form of annexes
signed by the Parties.
9.3. If any provision of the Contract shall be deemed invalid in procedures set
forth by applicable legislation, the remainder of the Contract shall
continue in effect and the invalid provision shall be replaced upon the
consent of the Parties with other provisions as close as possible to the
intent and effect of the original provision.
9.4. The Contract contains all agreements of the Parties and any prior
agreements, results of discussions or negotiations, written or oral, shall
have no legal force.
9.5. This Contract has been executed in two (2)
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\ copies in both English and Ukrainian, one to be retained by each of the
Parties. Both copies have equal legal force.
9.6. In the event that there is a difference between the English and Ukrainian
texts of the Contract, the English text shall be used for the purpose of
interpretation of the Contract.
10. LEGAL ADDRESSES, BANKING
REQUISITES AND SIGNATURES OF THE
PARTIES
THE BUYER:
PRIVATE COMPANY "LYSTOPAD"
Certificate 07398, ZKPU Code 30117062
7-a Vasylanka street, Kyiv 03124, Ukraine
Telephone: (044) 252 84 71
Fax: (044) 268 31 22
E-mail:
Settlement account 26007200072756 at
Mizhrayonny affiliate of the Joint-Stock
Commercial bank <<Ukrsotsbank>>, MFO322056
Signature /s/ O.S. Chernikova
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[CORPORATE SEAL OF PRIVATE COMPANY "LYSTOPAD"]
THE SELLER
LATERAL VECTOR RESOURCES INC.
C/O Cox Hanson O'Reilly Matheson
400 Pheonix Square
371 Queen Street
Fredricton
New Brunswick E3B 4Y4
Banking information:
Correspondent bank: Bankers Trust Company
1 Bankers Trust Plaza, Liberty Street, New York
NY 10006, USA
Account No: 04082437
SWIFT:BKTRUS33
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Beneficiary Bank: HSBC Bank International Ltd
PO box 315, St Peter Port, Guernsey GY1 3JQ,
Channel Islands
SWIFT: MIDLJESH
Beneficiary Name: Lateral Vector Resources Ltd
PO Box 291, Commerce House, Les Banques, St
Peter Port, Guernsey GY1 3RR, British Isles
Beneficiary A/c No: 011 752920 360
Signature /s/ V. McDonnell
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