ALEXANDER ROMANOVICH ONISCHENKO
as Party 1
and

PAVEL YAKOVLEVICH FUKS
as Party 2

have concluded
an AGREEMENT

 2

PREAMBLE
THIS AGREEMENT was concluded on ___ September 2015
BETWEEN:
Citizen of Ukraine Alexander Romanovich Onischenko (hereinafter referred to as “Party 1”),
Citizen of Russia Pavel Yakovlevich Fuks (hereinafter referred to as “Party 2”),
Party 1 has control and influence over Fastilo Trading Limited, and Party 2 has control and
influence over Dorchester International Incorporated and Evermore Property Holdings Limited.
ON THE FOLLOWING.
1.
DEFINITIONS
1.1. In this Agreement, the definitions and rules for interpretation set forth in this Section 1
shall apply.
1.1.1 The “Company” means QUICKPACE LIMITED, duly registered and operating in
accordance with the legislation of the Republic of Cyprus, with registration number NE 290165,
registration date of 7 July 2011 and having a registered office at 36 Vironos, Nicosia, Tower
Centre, 8th floor, 1096, Nicosia, Cyprus, the share capital of which is divided into 1000 ordinary
shares at 1 euro each.
1.1.2 “Assets” means those belonging to the Company:
1.1.2.1 74,625 (seventy-four thousand six hundred and twenty-five) bonds of a domestic state
loan of Ukraine with a nominal value of USD 1000 each, ISIN UA4000177414, with a maturity
date of 26/10/2016;
1.1.2.2 Monetary fund in all accounts in all banks for a total sum of USD 74,866,546
(seventy-four million eight hundred sixty-six thousand five hundred and forty-six) (including
USD 74,390,991 (Oschadbank), USD 475,555 (Ukreximbank), and UAH 252,184,279 (two
hundred and fifty-two million one hundred and eighty-four thousand five hundred and forty-six)
(including: UAH 251,964,939 (Expobank); UAH 218,121 (Oschadbank); UAH 1,218
(Ukreximbank).
1.1.3. The “Seller” means PRONTOSERVUS LIMITED, which as of the date of this
Agreement is a Company shareholder owning 100% of the shares.
1.1.4 The “Term of the Agreement” is two calendar years from the date of its signing.
1.1.5 The “Aircraft” is the PH-APO aircraft, serial number: 14500979 (Certificate of
Airworthiness N: 290922 issued by the Civil Aviation Inspectorate of the Netherlands on 25
February 2014)
1.1.6 “Encumbrance” means an option, pledge, mortgage, lien, pledge, encumbrance,
deferred payment agreement or appointment or factoring or similar agreement, the right to
acquire, preferential right to purchase, right of first refusal, retention of title or any other right of
third parties or interests of any kind, or other security interest or any other agreement or
arrangement having a similar effect or any agreement to create or allow any of the foregoing;
1.1.7 “Party” means Party 1 or Party 2, as well as all controlled and/or affiliated persons of
such a party participating in implementing the terms of this Agreement.
1.1.8 FASTILO TRADING LTD (Fastilo Trading Limited) is a company duly registered and

Comment [A1]: [sic] This mistake is present
in the Russian source text.

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operating in accordance with the legislation of the Republic of Cyprus under the registration
number 288264, which has a registered office at:
Archbishop Makariou III, 155 Proteas House, 5th floor, P.O. Box 3026, Limassol, Cyprus.
1.1.9 DORCHESTER INTERNATIONAL INC., a company incorporated under the laws of
the West Indies under registration number C19430, which has a registered office at: Memorial
Square, P.O. Box 556, Charleston, Nevis, West Indies.
1.1.10 EVERMORE PROPERTY HOLDINGS LTD, duly registered and operating under the
laws of the British Virgin Islands under registration number 1720428, which has an office at:
Akara Building, 24 De Castro, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
1.1 The headings of articles, appendices and paragraphs should not affect the interpretation
of this Agreement.
1.2 The appendices form an integral part of this Agreement and have the same effect as if
they were contained in the main body hereof, and any reference to this Agreement also refers to
the appendices thereto.
1.3. References to sections and appendices are links to sections and appendices of this
Agreement, and references to paragraphs are links to paragraphs. A reference to a normative
legal act or its provision means a reference to their current version at the corresponding time,
subject to any changes, extensions of their validity or revision, including any subordinate
legislation adopted in accordance therewith.
1.4. Any obligation of any person to not do something stipulated by this Agreement also
entails the obligation to disagree and not allow the commission of such an action.
2.
SUBJECT
TRANSACTION

MATTER

AND

BASIC

CONDITIONS

OF

THE

2.1. The Parties have come to an agreement on the joint acquisition of 100% of
QUICKPACE LIMITED (67% of shares have been acquired by Party 1; 33% of the shares have
been acquired by Party 2) under the procedure established by this Agreement.
2.2. The Parties confirm that at the time of this Agreement, Party 2 (Evermore Property
Holdings LTD) has entered into an agreement with the Seller for the purchase and sale of 100%
of the Company's shares. Party 1 is acquainted with all of the terms of the agreement (Appendix
1 certified copy of the Sales Agreement for 100% of the Shares of the Company).
2.3. The total price of 100% of the Company's shares is USD 29,600,000.
2.4. Party 2 confirms that Party 2 paid an advance on the specified agreement (paragraph 2.2
of the Agreement) in the amount of USD 2,000,000, and Party 1 confirms receipt of all
documents certifying the payment of the specified payment (Appendix 2 certified SWIFT copy).
2.5. The Parties confirm that a payment of USD 18,000,000 must be made by Party 2 to the
Seller in accordance with the terms of the Sales Agreement specified in Paragraph 2.2 hereof, but
not before the performance by Party 1 of the payment obligations specified in Paragraph 3.1.6,
3.1.7. hereof.
2.6. Party 1 shall ensure the transfer by OSTEXPERT LIMITED of the Aircraft, valued at
USD 9,600,000 (nine million six hundred thousand US dollars), in accordance with the terms of
the Sales Agreement specified in Paragraph 2.2 hereof.
2.7. The Parties have agreed to implement this Agreement strictly in the manner provided for
in Section 3 hereof. Each of the stages must be performed by the Parties sequentially.

Comment [A2]: [sic] Numbering is wrong in
Russian source.

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3.
PROCEDURE FOR THE FULFILMENT OF THE TERMS OF THE
AGREEMENT
3.1.

In the first stage, the Parties concurrently conclude:
3.1.1. This agreement.
3.1.2. A sales agreement, whereby Party 1 acquires from Party 2 67% of the shares of
Evermore Property Holdings LTD, under the terms specified in this Agreement.
3.1.3. In accordance with the terms of this Agreement, the Parties are entering into a
surety agreement.
3.1.4. Two options agreements, whereby:
[sic: it hereby confirms] that it was given all the documents confirming the
commission of the aforesaid.
[sic: missing text], if it does not happen,
3.1.4.1. Party 2 acquires the right to redeem 50% of the shares of Evermore
Property Holdings LTD from Party 1 under the terms of this Agreement at a price of one (1) US
dollar;
3.1.4.2. Party 2 acquires the right to redeem 17% of the shares of Evermore
Property Holdings LTD from Party 1 under the terms of this Agreement at a price of one (1) US
dollar.
3.1.5. The Parties shall conclude two options agreements in respect of the Company's
shares, whereby:
3.1.5.1. Party 1 acquires the right to buy from Party 2 50% of the Company's
shares under the terms of this Agreement (hereinafter referred to as “Option 1”).
3.1.5.2. Party 1 acquires the right to buy from Party 2 17% of the Company's
shares under the terms of this Agreement (hereinafter referred to as “Option 2”).
3.1.6. Party 1 shall pay to Party 2 a sum of USD 1,000,000 under the Sales Agreement
specified in Paragraph 3.1.2 hereof within one (1) day from the date of signing such an
agreement.
3.1.7. Within one (1) business day from the receipt by Party 2 of all documents
received from the Seller for a comprehensive analysis, Party 2 shall send to Party 1 scanned
copies of the documents for review, as well as a draft of the acceptance certificate for such
documents.
3.1.8. Within four (4) business days from the receipt of the documents specified in
Paragraph 3.1.7 hereof, Party 1 shall send to Party 2 a scanned copy of the acceptance certificate
stamped by Party 1 confirming that Party 1 has no objection to the documents received, or shall
send reasoned comments concerning the documents. In the event that comments are not
submitted within the established term, the visa of Party 1 on the absence of objections to the
received documents will be deemed affixed.
3.1.9. Party 2 will sign an acceptance certificate with the Seller and send a scanned
copy of the certificate to Party 1.
3.1.10. Within one (1) day of the date of the signing of the Acceptance Certificate,
Party 1 shall pay to Party 2 the sum of USD 9,000,000 under the Sale and Purchase Agreement
specified in Paragraph 3.1.2 hereof.
3.1.11. Party 2 shall pay the Seller a sum in accordance with Paragraph 2.5 hereof.
3.1.12. The Parties jointly will make every effort to obtain rights to 100% of the
Company, including for the registration of a new certificate for shares.

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3.2. In the second stage, after obtaining a new certificate of shares for the company
Quickpace Limited, where the sole shareholder will be the company Evermore Property Limited.
3.2.1. Party 2 shall ensure the transfer to Party 1 of 50% of the Company's shares under
Option 1 with the Assets owned by the Company.
3.2.2. Concurrently with the fulfilment of Paragraph 3.2.1 hereof, Party 1 shall return to
Party 2 50% of the shares of Evermore Property Holdings LTD.
3.2.3. Party 1 shall pay an option premium stipulated by Option 1 priced at 1 US dollar.
3.2.4. Party 1 shall fulfil in the Seller's favour the obligation to transfer the aircraft specified
in Paragraph 2.6 hereof.
3.2.5. Party 2 shall ensure the transfer to Party 1 of 17% of the Company's shares under
Option 2 only if Party 1 has duly fulfilled the obligation specified in Paragraph 3.2.4 hereof.
3.2.6. Concurrently with the fulfilment of Paragraph 3.2.4 hereof, Party 1 shall return to
Party 2 17% of the shares of Evermore Property Holdings LTD so that Party 2 becomes the sole
owner of 100% of the shares of the specified company and Party 1 becomes the owner of 67% of
the shares of QUICKPACE LIMITED with the Assets owned by the Company. Moreover, if the
obligation specified in Paragraph 3.2.4 hereof is not fulfilled by Party 1 through its fault, then the
obligation of Party 1 specified in this paragraph must in any case be fulfilled within ten (10)
calendar days from the expiry of the term set stipulated by paragraph 3.2.4 hereof so that Party 2
becomes the sole owner of 100% of the shares of Evermore Property Holdings LTD, and Party 1
remains the owner of 50% of QUICKPACE LIMITED shares with the Assets owned by the
Company.
3.2.7. Party 1 shall pay an option premium provided for by Option 2 priced at 1 US dollar.
3.3. Each of the paragraphs specified in this section must be executed by the Parties
sequentially, with the exception of the following: paragraphs 3.1.1 to 3.1.5 shall be performed
concurrently, paragraphs 3.2.1 to 3.2.2. shall be performed concurrently, and also paragraphs
3.2.5 to 3.2.6. shall be performed concurrently.
4.

COMPANY MANAGEMENT AND EXPENDITURES

4.1. After Party 1 performs Paragraph 3.1.6 hereof, the Parties shall manage the Assets jointly,
and all decisions in respect of the Company and the Assets will be adopted unanimously,
including changes in the Company's officers, including: the agent, directors and secretary, the
Company trustee.
4.2. After Party 1 performs Paragraph 3.1.6 of this Agreement and before the fulfilment of
Paragraph 3.2.6. of the Agreement, the Parties shall jointly and by mutual agreement manage
the company Evermore Property Holdings Limited, and all decisions in respect of this
company will be taken unanimously, including regarding changes in the Company's officers,
including: agent, directors and secretary, the Company trustee, in the event that this does not
affect a change in the obligations of the Parties under this Agreement, and also under the
agreements specified in Section 3 hereof.
4.3. After the Parties have fulfilled all of the Paragraphs specified in Section 3 hereof,
Party 1 will own 67%, and Party 2 will own 33% of the Assets of QUICKPACE LIMITED,
namely:
• 74,625 (seventy-four thousand six hundred twenty-five) bonds of a Ukrainian domestic state
loan with a nominal value of USD 1000 each, ISIN UA4000177414, with a maturity date of

 6

26/10/2016;
• a balance in all accounts in all banks for a total of:
USD 74 866 546 (seventy-four million eight hundred sixty-six thousand five hundred
and forty-six) (including USD 74,390,991 (Oschadbank), USD 475,555 (Ukreximbank);
UAH 252,184,279 (two hundred and fifty-two million one hundred eighty-four
thousand five hundred and forty-six) (of which: UAH 251,964,939 (Expobank); UAH 218,121
(Oschadbank); UAH 1,218 (Ukreximbank).
4.4. The Parties undertake to co-operate in taking action to remove the arrest from the
accounts of the company. The costs associated with the removal of the arrests, the Parties shall
bear in accordance with the size and share of each Party at the time of incurrence of such costs.
4.5. Each Party shall bear at its own expense its expenses for legal assistance, translation
services, accounting and other expenses and costs associated with signing, attesting and
executing this Agreement.
4.6. In the event that Party 2 is unable to carry out its obligations regarding the Options in
connection with the alienation by Party 2 of shares of QUICKPACE LIMITED to third parties
without the prior consent of Party 1, Party 2 shall compensate Party 1 in the amount of 67% of
the value of the sold part of shares, taking into account the value of the Asset.
4.7. In the event that Party 2 disposes of a Company Asset (or a part thereof) without the
consent of Party 1, Party 2 shall compensate Party 1 in the amount of 67% of the value of the
sold part of the Asset.
5.

THE DISCLOSURE OF INFORMATION

5.1. Party 2 shall provide information and documents with the aim of establishing the
financial, legal, tax and property status of the Companies.
5.2. The Parties will also provide each other with documents required for the verification of
the counterparty (KYC) with respect to the participation of the companies in the implementation
of the terms of this Agreement.
5.3. Party 2 guarantees that there is no Encumbrance of any of the shares of Evermore
Property Holdings LTD. Party 2 also guarantees that from the moment of the sale of the option
specified in Paragraph 3.1.5.1 there will be no Encumbrance of the Company's shares.
5.4. Party 1 confirms that it is aware of Encumbrances existing as of the date of the signing
of this Agreement in respect of the Company's Assets.
6.

AMENDMENTS

6.1. The provisions of this Agreement may be amended only on the basis of a written
document signed by all of the Parties.
6.2. If in any respect, the Seller has not fulfilled the requirements, or the Buyer has not
fulfilled the requirements by the established time and day, then:
such a requirement may be postponed to a date selected by the non-violating Party, which
will not be more than ten days after that date; or
it may proceed as far as possible and in any case without prejudice to its rights under this
Agreement by the Parties signing amendments.
7.

LIMITATIONS ON THE ESTABLISHMENT OF POSSIBLE SECURITY OR

Comment [A3]: [sic]

 7

ENCUMBRANCES
7.1. This Agreement shall not lead to the provision of any credit or any other possible
encumbrance in favour of Party 1 in Shares or Assets or in any other way, in accordance with
applicable law or in accordance with this Agreement.
7.2. Party 2 must refrain from any other disposal of Shares and/or Assets or the creation of
any Encumbrance of Shares and/or Assets except as stipulated by this Agreement until the first
failure to perform obligations by Party 1, and also ensure that the Companies:
• Evermore Property Holdings Limited
• Quickpace Limited
continue to conduct business in accordance with all applicable laws and, in essence, in the
same manner as business has been conducted.
8.

GUARANTEES OF THE PARTIES

8.1. Party 1 guarantees Party 2 that
8.1.1. The monetary sum in a total amount of USD 10,000,000 (ten million) will be
paid to Party 2 in accordance with the terms of the Sales Agreement specified in
Paragraph 3.1.1 hereof;
8.1.2. Party 1 will transfer the Aircraft to the Seller in accordance with the terms of
Sales Agreement specified in Paragraph 2.2 hereof.
8.1.3. Party 1 will pay compensation to Party 2 in an amount not exceeding USD 2,000,000 (two
million) in the event that due to the inaction of Party 1 related to the failure of Party 1 to
comply with the provisions of Paragraphs 3.1.6., 3.1.10 of this Agreement, will lead to the
inability due to these reasons of Party 2 to perform its obligations under the Agreement
specified in Paragraph 2.2 of this Agreement, and Party 2 is not able to return the advance
payment of USD 2,000,000 paid in accordance with Paragraph 2.2 hereof.
8.1.4. In the event of the fulfilment by Party 1 of the provisions of Paragraph 3.1.6 of this
Agreement, the amount of compensation in accordance with Paragraph 8.1.3 of the
Agreement is limited to USD 1,000,000 (one million), and the amount previously paid in
accordance with Paragraph 3.1.6. of this Agreement is not subject to return to Party 1.
8.2. Party 2 guarantees Party 1 that
8.2.1. A monetary sum in the total amount of USD 18,000,000 will be transferred by Party 2 to
the Seller in accordance with the terms of the Sales Agreement specified in Paragraph 2.5 of
the Agreement, of which USD 10,000,000 (ten million) will comprise the funds received by
Party 2 from Party 1 in accordance with the terms of this Agreement, and USD 8,000,000
(eight million) comprises the monetary fund of Party 2.
8.3. Party 2 also guarantees to Party 1 compensation for the losses of Party 1 in the event of the
termination of the Sales Agreement specified in Paragraph 2.2 hereof in the form of a
payment in the amount of twice the cost of the advance payment specified in Paragraph 3.1.6.
hereof, if twice the cost of the advance payment is received by Party 2 from
PRONTOSERVUS LIMITED, in accordance with the terms of the agreement specified in
Paragraph 2.2 hereof.
8.4. In the event of the termination of the Sales Agreement specified in Paragraph 2.2 hereof
through the fault of Party 2, and the impossibility of performing the provisions of Paragraph
3.1.12. hereof, Party 2 shall return to Party 1 the monetary funds paid by Party 1 in

 8

accordance with the provisions of Paragraph 3.1.6., 3.1.10 hereof.
9.

THIRD-PARTY RIGHTS

9.1. A person who is not a party to this Agreement shall not have the right to enforce the
terms of this Agreement or to benefit from them.
10.

CONFIDENTIAL INFORMATION.

10.1. Bearing in mind that the Parties are entering into an Agreement that involves the
exchange of Confidential Information, which is accordingly the property of each of them and
which they wish to protect, the Parties have agreed that each Party has the right to independently
determine from the information that is its property what is classified as confidential information.
10.2. Any and all information will be transferred by either Party to the other Party solely for
limited use in accordance with the purposes specified in the preamble to the Agreement.
10.2.1. Either Party shall keep confidential the Confidential Information received from the
other Party and take advantage of it at least at the same level of attention regarding such
information that it shows in relation to its own Confidential Information of similar importance.
DETAILS OF THE PARTIES
IN WITNESS WHEREOF, this Agreement was signed by the authorized representatives of
the Parties on the date and year indicated at the beginning of the Agreement.
PARTY 1
/
PARTY 2
/