Stock Sale-Purchase Agreement between Lateral Vector Resources Inc. and Private Company Lyutyi (IPEC Shares)

Summary

This agreement, dated September 24, 2002, is between Lateral Vector Resources Inc. (the Seller) and Private Company Lyutyi (the Buyer). The Seller agrees to sell, and the Buyer agrees to purchase, 21 common shares of Closed Joint Stock Company IPEC for US$2,015. The Buyer must pay within 10 banking days, after which the Seller will transfer the shares. The contract includes confidentiality, dispute resolution, and force majeure provisions, and remains effective until all obligations are fulfilled or both parties agree to terminate it in writing.

EX-10.30 8 u45517exv10w30.txt STOCK SALE PURCHASE AGREEMENT DATED SEPT. 24 2002 Exhibit 10(30) 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 "LYUTYI", a legal entity properly registered and acting under the laws of Ukraine, located at 01133, Kyiv, 1 Laboratorny Provulok (hereinafter - -- "the Buyer"), through its Director Mr. Ponochevnyj Ruslan Petrovich acting on the basis of a 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 Twenty One (21) common registered IPEC's shares with a "face" at a par value of Five Hundred (500) Hryvnia per share (hereinafter -- "Shares") and [CORPORATE SEAL OF LATERAL VECTOR RESOURCES, INC.] 1 receive from the 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 the Seller US$2,015 (Two Thousand Fifteen Dollars for the Shares which proceeds shall be transferred by the Buyer to the Seller within ten (10) banking days of the day when this Contract becomes effective in accordance with Article 7.1 hereof. 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 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 disputing Party shall: [CORPORATE SEAL OF LATERAL VECTOR RESOURCES INC.] 2 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 branch, termination or invalidity thereof, shall be settled by the Commercial Court of Ukrane in Kyiv. 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 [CORPORATE SEAL OF LATERAL VECTOR RESOURCES, INC.] 3 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 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 therein. [CORPORATE SEAL OF LATERAL VECTOR RESOURCES, INC.] 4 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 hereof, 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 as 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 or any nature of settlement for delays or breaches under this Contract. 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 [CORPORATE SEAL OF LATERAL VECTOR RESOURCES, INC.] 5 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) 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 "Lyutyi" Certificate 31104, ZKPU Code 30178633 Laboratorny provulok #1, Kyiv 01 33, Ukraine Telephone: (044) 252 84 71 [CORPORATE SEAL OF LATERAL VECTOR RESOURCES, INC.] 6 Fax: (044) 268 31 22 E-mail: Settlement account 26000200072751 at Mizhrayonny affiliate of the Joint-Stock Commercial bank "Ukrsotsbank" MFO 322056 Signature /s/ R.P. Ponochevnyj ------------------------------- [STAMP SEAL OF PRIVATE COMPANY "LYUTYI"] 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 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 GYI 3RR, British Isles Beneficiary A/c No: 011 752920 360 Signature: /s/ V. McDonnell ---------------------------- [CORPORATE SEAL OF LATERAL VECTOR RESOURCES, INC.] 7