SOFTCOMP, a. s.
ID: 126 54 896
having its principal office at: Bezručova 12, Prague 8, Zip Code: 186 00
registered in the Commercial Register, Section B, Entry No. 2364, maintained by the Municipal Court, Prague
acting by: František Hála, Chairman of the Board of Directors
(hereinafter referred to as the ”Seller” on one part)
and
JEKO, a. s.
ID: 542 36 798
having its principal office at: Kolářova 12, Prague 6, Zip Code: 163 00
registered in the Commercial Register, Section B, Entry No. 6541, maintained by the Municipal Court, Prague
acting by: David Ondráček, Chairman of the Board of Directors
(hereinafter referred to as the “Purchaser” on the other part)
(Seller and Purchaser referred to also as the “Contracting Parties” or separately each the “Contracting Party”)
have entered on the day, month and year as bellow pursuant to the provision of Sec. 409 and seq., Act No. 513/1991 Coll., Commercial Code, as amended (hereinafter referred to as the “Commercial Code”) and the provision of Sec. 13, Act No. 591/1992 Coll., on securities, as amended (hereinafter referred to as the “Securities Act”), into the following
Agreement on Transfer of Bearer Shares
I.
Subject of Agreement
The subject of this Agreement is particularly the obligation of the Seller to sell the Shares to the Purchaser upon the terms and and subject to the conditions set forth in the Article II., paragraph 1. hereinafter and the obligation of the Purchaser to pay the Seller the purchase price described in the Article IV. herein. The obligation to purchase the Shares is completed after the Shares are delivered to Purchaser.
II.
Shares
1. The subject of the purchase are the Shares as below, particularly the Shares issued by joint-stock company HARDWARE a. s., ID: 987 45 234, having its principal office at Myslíkova 76, Prague 2, Zip Code: 120 00, registered in the Commercial Register, Section B, Entry No. 9806, maintained by the Municipal Court, Prague (hereinafter referred to as the “Issuer”):
Class: ordinary shares
Form: bearer stock
Appearance: stock certificate
Nominal Value: 1 000 CZK per share
Quantity: 1 000 units
Number identification: 1 - 1000
(hereinafter referred to as the “Shares ”).
2. The Seller hereby declares that at the time of the transfer of Shares :
(a) the Shares represent 50 % of the share capital of the Issuer,
(b) is the exclusive owner and holder of Shares; nominal value of Shares and the share capital of the Issuer are on the date of the signature of this Agreement fully paid up,
(c) the Shares are free and clear of any claim of third Parties right (e.g. lien, option, pre-emption etc.), right or power of the owner to dispose of the Shares has not been suspended and Shares were not subject to any individual transfer and performance of shareholder right to transfer Shares had not been restricted,
(d) neither the closing this Agreement nor the purchase of Shares requires any consent of the Board of Directors or other relevant body of the Issuer or the Governmental Administration Body and there are no other conditions that would restrict the transfer of Shares.
III.
Transfer of Shares
Upon the signature of this Agreement the Seller have transferred Shares to the Purchaser. The Purchaser confirms by his signature affixed to this Agreement that upon the execution of this Agreement he has received from the Seller the Shares set forth in the the Article II., paragraph 1. herein.
IV.
Purchase Price and Payment Conditions
1. The Purchaser shall pay the Seller for the Shares set forth in the Article II. paragraph 1. of this Agreement in consideration of the Purchase Price of 1 500 CZK per Share, i.e. the total Purchase Price for all Shares shall be 1 500 000 CZK.
2. The Purchaser undertakes to pay to the Seller Purchase Price set forth in paragraph 1. of this Article within ten days after the day of the conclusion of this Agreement, by wire transfer to the Seller’s bank account, which Seller shall notify in writing to the Purchaser.
V.
Representations and Warranties of the Contracting Parties
1. The Seller hereby represents and warrants to the Purchaser that:
(a) the particulars set in the Balance sheet duly and truly show the financial standing of the Issuer; the profit and loss statements, that are the part of the Balance sheet, are complete and correct and duly represent accouting procedures of the Issuer;
(b) there are no obligations without being recorded in the bookkeeping of the Issuer and the Seller is not aware of any details that would give a rise to such obligations.
2. The Seller to the best of his knowledge further hereby represents and warrants the Purchaser the following:
(a) the Issuer is a Company duly organized, validly existing under the laws applicable in the Czech Republic. Upon the conclusion of this Agreement and purchase of Shares or upon any other action made under herein, the Seller (i) shall neither breach nor elude any legal regulation, (ii) shall not breach any other rule, decision or order of any Body or Person which are binding for the Seller or the Issuer;
(b) on the date of signature of this Agreement no decision or change was made by the Issuer that could affect the particulars entered in the Commercial Register and such particulars would have not been entered to the Commercial Register;
(c) the Issuer is not subject to bankruptcy proceedings;
(d) the Issuer duly performshis duties set out by legal regulations, judicial decisions, arbitration awards and by other binding legal matters;
(e) the Issuer has duly legal title to his property and assets registred in the accounting statetments and all the rights necessary to dispose of his property; the property is free of any legal defects and burden including rights of third Parties and has no knowledge of any circumstances that would cause such a burden;
(f) the Issuer has available all the licenses, statements, permits, consents and other decisions necessary to conduct his business within the scope contemplated by the founding documents of the Issuer and entered in the Commercial Register; all the aforesaid permists, statements, consents and decisions are valid and in force, are not breached and there are no circumstances that whould reasonably cause their breach, cancellation, forfeiture or restriction;
(g) the Issuer, pursuant to the legal regulations, is duly registered with relevant financial and similar authorities, institutions and persons authorized to collect and administer taxes and other legal levies and charges, and he duly executed all administrative actions towards these authorities; there is no pending tax or similar financial duty of the Issuer or circumstance that whould cause any additional financial responsibility to the Issuer.
VI.
Penalty and Damages
1. If any of the Seller‘s representations contained herein shall prove to have been incorrect or untrue, the Seller shall, at his own exepense, and not later than within thirty days following receipt from Purchaser of written notice, cure all consequences arising out and caused by the Seller’s incorrect or untrue representations contained herein.
2. Should the Seller fail to fulfil the obligation set forth in paragraph 1. of this Article, the Purchaser shall pay the Purchaser, upon the Seller’s request, the penalty equal to 5 000 CZK for each breach of such an obligation.
3. The penalty shall be due within 14 days following the liable party received a written notice to settle such a penalty.
4. Each of the Contracting Parties shall be responsible for damages caused by breach of their duties set forth herein. Should any of the Party become aware of circumstances threatening their contractual commitments, the first Party shall promptly notify of this the other Party. Penalty under this Agreement shall be without prejudice to the right to claim damages exceeding such a penalty.
VII.
Final Provisions
1. This Agreement shall come into validity and effect on the day of its conclusion.
2. The Contracting Parties declares that the conclusion of this Agreement and fulfillment of the duties under this Agreement have been properly approved by the relevant company bodies of the Contracting Parties in accordance with legal regulations, articles and other internal regulations of the Contracting Parties; another approval or consent shall not be necessary.
3. The Contracting Parties undertake to respect legitimate interests of the other Party, to act in accordance with the purpose of this Agreement and not counteract this purpose and they shall make all legal and other actions necessary to reach the purpose of this Agreement.
4. All papers shall be delivered on the Contracting Parties’ address mentioned in the heading of this Agreement until one of the Contracting Parties shall not announce in written to the other Contracting Party the change of the address. Regardless of the other possibilities of the proof of delivery allowed by the legal regulations, any papers, their delivery is demanded, presumed or allowed hereunder, shall be deem to be delivered, if they had been delivered to the other Contracting Party on the address mentioned in the heading of this Agreement or on the other address announced in written by the Contracting Party to the other Contracting Party.
5. All changes and amendments of this Agreement must be executed upon agreement of the Contracting Parties in written form.
6. In the event that any of the provisions of this Agreement become obsolete, ineffective or invalid, the consequence of this fact shall not be invalidity or ineffectiveness neither of this Agreement as a whole, nor of the other provisions of this Agreement if such invalid or ineffective provision is separable from the rest of the Agreement. The Contracting Parties shall be obliged to replace such a provision by a new valid and effective provision with the same or similar content corresponding duly with the principle and meaning of the previous provision.
7. This Agreement and the relations ensuing from it are governed by and construed in accordance with the laws of the Czech Republic.
8. This Contract has been drawn up in two copies, each Contracting Party shall receive one copy.
Done in Prague on 1 December 2008 Done in Prague on 1 December 2008
............................................... ...............................................
SOFTCOMP, a. s. JEKO, a. s.
František Hála David Ondráček
Chairman of the Board of Directors Chairman of the Board of Directors
