Future Contract - Draft Version - Comments From Erik Dybdahl

FUTURE CONTRACT TO SHARE PURCHASE AGREEMENT pursuant to Section 229 et seq. and Section 289 et seq. of Act No. 513/1991 Coll., Commercial Code as amended ("Commercial Code") and Article 5 of the Articles of Association of a cooperative farm AGROSLATINA, družstvo, having its business address at: Cintorínska 7, Zvolenská Slatina 962 01, Reg. No.: 31 581 889 This Future contract to Share Purchase Agreement (hereinafter referred to as ”Future Contract” or simply as “Contract”) is dated .........., 2009, BY AND BETWEEN: (1)

Ing. Jaroslav Šuster date of birth: 27.01.1961 birth No.: 610127/6214 resident at: Maloslatinská 17, Zvolenská Slatina 962 01 bank account No. : (“Transferor”); and

(2)

name of the company (entity): with its seat at: Company Reg. No.: registered with the Commercial Registry of the District Court in …………., Section: Sro, Insert No.: …………….. bank account No.: represented by : ………………………. – executive director (“Transferee”)

The Transferor and the Transferee shall be collectively referred to as the “Parties” and each individually as a “Party”. WHEREAS: –

Transferor is the owner of a 61% member’s share in a cooperative farm AGROSLATINA, družstvo, duly incorporated under the laws of the Slovak Republic, having its business address at: Cintorínska 7, Zvolenská Slatina 962 01, Slovakia, Reg. No.: 31 581 889, which is registered with the Commercial Registry of the District Court in Banská Bystrica under section: Dr, insert No.: 105/S (hereinafter referred to as “Target”),

–

As of today the Transferor holds member’s share in the Target in the nominal value of EUR …………. duly paid in its entirety and representing 61% of the registered share capital and 61% of the voting rights of the Target (“share”),

As the Transferee has intention to acquire the Transferor’s share in the Target in order to become a majority owner of the Target, the Parties hereby enter into this Future Contract.

NOW IT IS HEREBY AGREED by the Parties as follows: 1

Interpretation

1.1

Headings are for ease of reference only and shall not affect the construction of this Future Contract.

1.2

Words importing the plural shall include the singular and vice versa.

1.3

This Contract is made in the Slovak and English language. For the avoidance of doubt, the Slovak English language version shall prevail over any translation.

2

Subject of the Future Contract

2.1

Based on this contract and under the terms as set forth therein the Transferor as a majority owner of the Target undertakes to enter into the Share Purchase Agreement with Transferee, transfer his share in the Target together with any and all rights and duties related thereto to the Transferee and the Transferee undertakes to accept this share and pay a purchase price therefor.

2.2

The Parties hereby undertake to enter into the Share Purchase Agreement no later than on 1 OctoberNovember, 2009 with thecontent as indicated below in article 3 of this Contract and amended according to findings of legal, technical and economical due diligence that is to be performed in the Target.. The transaction will have legal and economical effect as at the 1 September 2009. Statutory accounts of the Target at this date shall be issued by the transferor no later than 10 September 2009.

2.3

Transferor hereby undertakes to enable the Transferee to perform legal, technical and economical audit due diligence (hereinafter jointly referred to as “due diligence”) within the Target at the expense of the Transferee. Legal audit shall be performed by Dr. Joezef Malý, Law Office of Detvai Ludik Malý Udvaros, seated at: Cukrová 14, Bratislava 813 39, Slovakia(“Auditor”). Technical due diligence shall be performed by representatives of the Transferee. Economical due diligence shall be performed by Ing. Ladislav Pompura of MONAREX audit consulting, s.r.o., seated at: ČSA 24, Banská Bystrica 974 01, Reg. No.: 36 006 670. The Transferor hereby confirms that he is acquainted heretwith aforementioned and shall provide the Auditorpersons performing due diligence with any and all documents, and information and support that shall be needed for e thdue diligence of the Targetauditlegal..

2.4

Transferor hereby declares that all representations and warranties given by him to the Transferee asnd stated in this Contract and d tanin the Share Purchase Agreement as indicated in article 3 below and amended according to the findings of due diligence of the Target are correct and true. In case these representations and warranties are on the grounds of the performed legal audit proved to be false or incorrect in its entirety or in any part thereof or in case any major findings come up from the due diligence performed, the Transferee shall be entitled to withdraw from this Future Contract with effect from the delivery of this withdrawal to the Transferor and will be entitled to the penalty of ………25.000.EUR from the Transferor..

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2.5

After this Contract is being executed, the Transferor is obliged not to enter into any agreements or covenants with third parties that shall enable the third parties to acquire the Transferor’s share in the Target, dispose with the property of the Target, transfer the Transferor’s share in the Target, transfer ownership rights to any property of the Target or which might anyhow make impossible or limit fulfillment of this Contract. The breach of the duty according to previous sentence by the Transferor shall entitle the Transferee to withdraw from this Contract with effect from the delivery of this withdrawal to the Transferor.

2.6

Transferor is obliged to secure that he is the owner of no less than 80% share in the Target and that he holds no less than 80% of the voting rights in the Target no later than on according to point 2.2 of this articlethe date the date on which the Share Purchase Agreement is being executed. The Transferor is obliged to secure that he is able to transfer shares and voting rights according to previous sentence on the Transferee no later than on the date according to point 2.2 of this articlethis date. The violation of the obligations set in this point shall constitute the right of the Transferee to withdraw from this Contract with effect from the delivery of this withdrawal to the Transferor and to a penalty in the amount of …………25.000 EUR from the Transferor.

2.7

Transferor is obliged to secure that the Articles of Association of the Target will enable the transfer of shares in the Target to a legal entity (Article 4 point 1 and Article 5 point 2 of the Articles of Association of the Target) no later than on the day on which the Share Purchase Agreement is being executed. The breach of the duty according to previous sentence by the Transferor shall entitle the Transferee to withdraw from this Contract with effect from the delivery of this withdrawal to the Transferor and to a penalty in the amount of 25.000 EUR from the Transferor.

3

Content of the Share Purchase Agreement

3.1

The Parties hereby agree that the Share Purchase Agreement shall be amended following the findings of due diligence of the Target, especially but not exclusively in its part related to representations and warranties of the Parties.

3.2

The Parties hereby agree on the preliminary content of the Share Purchase Agreement as follows: Article 1 – Subject of the Agreement 1.

The subject of this Share Purchase Agreement is a determination of the rights and duties of the parties regarding the transfer of shares in the Target from the Transferor to the Transferee, the payment of the purchase price and the terms thereof.

2.

The Transferor hereby sells and transfers to the Transferee pursuant to section 229 of the Commercial Code his respective member’s share in the Target in its full extent with all rights and obligations attached thereto and clear from any rights of the third parties.

3.

Any dividends pertaining to the share payable after the due execution of this Agreement belong to the Transferee.

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4.

The Transferee hereby buys and accepts the aforementioned share in the Target with all rights and obligations attached thereto and clear from any rights of the third parties. Article 2 – Transfer of Shares

1.

Transferor hereby declares that he is the owner of a 6180% share in the Target with a nominal value of EUR …………………

2.

Transferor hereby transfers his share in the Target extent with all rights and obligations attached thereto and clear from any rights of the third parties according to point 1 of this article in the full extent to the Transferee.

3.

Transferee hereby accepts the aforementioned share of the Transferor and undertakes to pay a purchase price therefor in the amount and under the terms as agreed by the Parties. Article 3 – Effects of the Transfer

The transfer of shares in the Target from the Transferor to the Transferee shall become effective as of a day of the approval of the Share Purchase Agreement by the Board of Directors of the Target. Article 4 – Purchase Price 6.

The Transferee undertakes to pay for the share acquired pursuant to this Agreement the sum of EUR 1,000,000, to wit one million EUR (the “purchase price”) to the Transferor. The purchase price according to previous sentence shall be correspondent with 80% shareand 80% of the voting rights in the Target.

7.

reduced., the purchase price according to point 1 of this article shall be proportionallyof the total shareless than 80%constituteShould the share of the Transferor in the TargetShould the statutory accounts at 1. September 2009 show an equity capital of Target below 37.262.000 SKK, the purchase prise shall be proportionally reduced. Audit of the statutory accounts shall be performed by Ing. Ladislav Pompura of MONAREX audit consulting, s.r.o.

8.

The purchase price shall be payable no later than 7 days from the day when the Board of Directors grants its consent with this Agreement.

9.

o the account of the Transferor, bank account No.: ………………The purchase price according to point 1 of this article shall be paid t Article 5 – Representations and Warranties of the Parties

1. The Transferor hereby represents and warrants to the Transferee: a.

the Target is validly existing under the laws of the Slovak Republic and is neither insolvent nor subject, or to be subject, to any insolvency proceedings;

b.

the execution of this Agreement and the fulfillment of the obligations hereunder do not contravene any corporate document of the Target (including, without limitation, its

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Articles of Association) nor any applicable law or regulation or any court and/or official interpretations thereof; c.

all necessary corporate action has been taken and all necessary approvals and consents have been obtained for the execution and performance of this Agreement;

d.

no dispute, right of set-off, counterclaim or defense exists with respect to the share sold and purchased under this Agreement or any part thereof;

e.

Transferor is the owner of a 61% share in the Target, he is entitled to dispose with his share without any limitations; no pledge, lien or any other right of the third person exists with respect to the share sold and purchased which may have an adversary effect on the ability of the Transferor to enter into this Agreement and/or perform its obligations hereunder;

f.

there is no third person asserting a claim to the Transferor’s share in the Target;

g. there are no silent partnership agreements or similar arrangements by which a third party is entitled to a participation in the profits or revenue of the Target; h. i.

this Agreement does not violate any right of the third party. Any fee for the participation in mediating this contract and for the referring of Target to the transferee is to be paid by the transferor.

2. The Transferee hereby represents and warrants to the Transferor: a.

Transferee is a validly existing company under the laws of .............. and is neither insolvent nor subject, or to be subject, to any insolvency proceedings;

b.

financial means intended for coverage of the Purchase price payable pursuant to this Agreement belong to Transferee and/or were obtained via financial institution fully eligible to provide such financial means.

3. In case any of the representation and warranties above proves to be false and/or incorrect, the Party providing such false and/or incorrect representation or warranty will be obliged to pay to the other Party a contractual penalty in the amount of the Purchase price (as defined in article 4 of this Agreement) and cover any damage caused by such false or incorrect representation or warrantyof ... %25.000EUR. Article 6 – Withdrawal from the Agreement 1. The Transferor agrees that the Transferee shall have the right to withdraw from this Agreement without any consequences in case of untrue material representations and warranties (or any of them) as provided in the Aarticle 5 point 1 above under the terms as set forth in article 5, point 3 of this agreement. hare.sin the amount equal to at least .... % of the total purchase price for the Targetif such fact shall impose the damage or loss for the Transferee or the 2. The Transferee agrees that the Transferor shall have the right to withdraw from this Agreement without any consequences in case the purchase price is not paid in its entirety until 30 days after the lapse of deadline provided in clause 4.2. above.

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Article 7 – Validity 1. This Agreement becomes valid as of the day of its due execution by the Parties and effective between them on the even date. Towards the Target and the third persons this Agreement is duly effective and the Transferee is accepted as the member of the Target as of the day of the approval of this Agreement by the Board of Directors (or the General Meeting) of the Target. 2. This Agreement shall be notified to the Target and its statutory representatives by the Transferor. 3. With effect of this Agreement, the Transferor stopceases to being a member of the Target. Article 8 – Participation of the Transferor in the Target 1. The Parties hereby agree that the Transferor shall provide assistance to the Transferee with operation of the Target for 3 months after the transfer of the share to the Transferee is realized. 2. The terms of the assistance according to point 1 shall be specified by the Parties in an agreement that shall establish an annex No. 1 to this Agreement. Article 9 – Miscellaneous 1. This Agreement can be changed oryAn amendmentd must bement to this Agreeonly in form of a written made in writingamendment andthat must be duly signed by both Partieshereto. 2. This Agreement shall constitutes the entire agreement of the Parties with regard to the transfer of the share in the Target and the rights deriving thereto and supersedes all previous oral, written or other type of agreements thereon. 3. If any provision of this Agreement is illegal, invalid or unenforceable, such provision shall be ineffective to the extent of such illegality, invalidity or unenforceability, without invalidating or causing to be unenforceable the remaining provisions of this Agreement. 4. In event of an illegal, invalid or unenforceable provision the Parties agree to replace such provision by a provision which is legal, valid and enforceable and which reflects the economic purpose and intention of the parties in relation to the original provision. 5. This Agreement shall be executed in 4 5 counterparts, each party shall receive two of its counterparts, one counterpart shall be delivered to the Target. 6. 6. This Agreement shall serve as a legal basis for outlining the change in the List of Members of the Target.

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7.

The issues not regulated in this Agreement shall be governed by the Commercial Code and other applicable laws of the Slovak Republic.

4

Conclusion

4.1

The issues not regulated by this Contract shall be governed by the Commercial Code and other applicable laws of the Slovak Republic.

4.2

This Contract shall be executed in 45 counterparts; each party shall receive two of its counterparts, one counterpart shall be delivered to the Target.

4.3

Any amendment to this Contract must be made in writing and be duly signed by both Parties hereto.

4.4

The Parties hereby declare that the Contract is clear and expresses their free and serious will without any error, they do not enter into this Contract under duress or apparently disadvantageous terms and to confirm the said they sign this Contract.

IN WITNESS WHEREOF the Parties execute this Future contract as follows:

For and on behalf of the Transferor

___________________ the Transferor Date: ……………2009 For and on behalf of the Transferee _________________ Date: ……………….2009

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