TERMS AND DEFINITIONS Competitive Selection
is a form of selection of proposals for the sale of an Asset, within the specified time limits based on the principles of fairness, competition and efficiency. Initial Price
is the minimum price offered to the Participants of the competitive selection, starting from which the Participants make offers to purchase. Agent
- ________________, acting in the interests of the owner of the Asset and performing actions to sell the Asset on the basis of the Exclusive Agency Agreement No.__, as of __ ______ 20__, as well as the power of attorney No.__, issued on __ ______ 20__ Competitive Selection Participant
is a person who has familiarized himself with the Asset and filled out a written offer for the acquisition of the Asset before __ ______ 20__. Asset - ___% of shares in the authorized capital of LLC ________________, Unified State Register of Taxpayers ________________, TIN ________________, registered at the address: ________________, hereinafter referred to as the Golden Petroleum. Offer
is the Participant's offer to purchase the Asset, drawn up in writing, indicating the contact information and other data about the Participant in the competitive selection, addressed to the owner of the Asset or the Agent and expressing the intention of the Participant who made the offer to purchase the Asset at the specified price. Filling in the Offer DOES NOT OBLIGATE the Buyer to buy, and the Seller to sell the Asset, and does not constitute an Agreement. The number of offers sent by the Participant of the competitive selection within the terms established for the competitive selection is not limited. Best Offer
is the Participant's offer to purchase the Asset with the best deal conditions. Offer Interval
is the minimum amount in the transaction currency, by which the price for the acquisition of the Asset offered by the Participant in the process of competitive selection is increased. Transaction Currency
– ________________. Current Price
– is the price of the Asset proposed by the Participant who made the offer. Advance deposit i
s an amount paid by the Winner of the competitive selection to the Seller as security for the obligation to conclude the Master Asset Purchase and Sale Agreement. Competitive Selection Winner is the Participant who made the best offer and was approved by the owner of the Asset.
Doors Open Days are the days of a possible visit of the Asset by potential buyers. 1. GENERAL PROVISIONS
1.1. Any individuals or legal entities who have submitted the Offer in writing can participate in the competitive selection.
1.2. Competitive selection is organized by ________________ (hereinafter referred to as the Agent). 1.3. Asset details:
• Name ________________;
• Place of registration ________________;
• Initial Price amounts to ________________;
1.4. Doors Open Days:
1.5. The Offer Interval amounts to 50.000 $ USD.
1.6. Notification of the sale of the Asset, as well as the terms and conditions of competitive selection shall be made by the Agent on the website www.golden-petroleum.ru/en
1.7. The moment of the beginning and the moment of the end of the competitive selection shall be determined by the Agent, who in the prescribed form shall notify all the Participants who sent the offer, but no later than on ________________.
1.8. When conducting a competitive selection, the following is not allowed:
• Creating preferential conditions for individuals or groups of individuals;
• Implementing by the Agent of coordination of the activities of the Participants of competitive selection, as a result of which it has taken, or may take place the restriction of competition between the Participants or infringement of their interests. 2. RECEPTION OF OFFERS AND OPEN DOOR DAYS
2.1. Individuals and / or organizations that have expressed a desire to take part in the transaction shall provide a written offer to purchase - an Offer with contact information. All information provided shall be true, complete, accurate and comply with the identity documents of the person who signed the Offer. This information shall be used confidentially and shall not be transferred to third parties. If the person who submitted the offer indicates inaccurate or incorrect information, further participation of this person in the competitive selection shall not be allowed.
The Offer and other documents can be submitted in Russian or English.
2.2. The offers received by the Agent shall be registered in the Registration Journal, which indicates the date of their receipt, the official name of the person who made the offer (full name - for individuals, name - for legal entities).
2.3. Before submitting the Offer, a person interested in acquiring the Asset has the right to visit the Asset on designated Open Door Days. 3. COMPETITIVE SELECTION PROCEDURE
3.1. On __ ______ 20__ from _____ to _____Moscow time (GMT+3), the Agent shall alternately contact each of the Participants using the telephone number specified in the Offer to clarify the intention to purchase, inform about the best offer made and clarify the Participant's intention to submit a new offer. 3.2. The proposed purchase price of the Asset contained in the new offer shall exceed the initial price by at least the value of the offer interval. A voluntary offer by the Participant to increase the purchase price of the Asset by more than one offer interval is allowed.
3.3. Submission by the Participant of the subsequent proposal shall be made orally by telephone. 3.4. The participant can stop submitting offers and refuse to participate in the transaction at any time. 3.5. Based on the decision of the owner of the Asset, competitive selection can be terminated at any time without giving reasons with the obligatory notification of all Participants.
3.6. Prior to the signing of the preliminary purchase and sale agreement, the Agent has the right to terminate the competitive selection in the following cases:
• if the Asset is the subject of legal proceedings, provided that the Agent has evidence proving that the Asset is in a legal dispute;
• if in the course of a competitive selection it is established that the Asset is under arrest, encumbered with other obligations and rights of third parties, or another restriction in the ownership rights of its owner is established;
• in other cases affecting the violation and / or limitation of the rights of the Participant and other interested parties.
3.7. Based on the results of a competitive selection, the Agent shall determine the Participant who has submitted the best offer.
3.8. The Agent shall inform the owner of the Asset (Seller) about the offer proposed by the winning Participant. The owner of the Asset shall accept or not accept the best offer. If the owner accepts the best offer, the Agent shall send a written notification to the Participant who made the best offer about his readiness to sign a preliminary sales agreement.
3.9. If, based on the results of a competitive selection, the Agent reveals that the participants offered the same price for the Asset, then the participant who offered the best additional conditions for the owner has priority when concluding the purchase and sale agreement.
3.10. If, based on the results of a competitive selection, the price indicated in the best offer did not reach the expected price of the owner of the Asset, then the Agent shall contact the Participants who offered the best and the second offer using the contact telephone numbers specified during registration, with an offer to buy the Asset at a price not lower than the expected price of the Seller.
3.11. The final decision on the selection of the Winner shall be made on __ ______ 20__ no later than at __ Moscow time.
3.12. The preliminary purchase and sale agreement with the winner shall be signed no later than on __ ______ 20__.
3.13. Based on the results of the competitive selection, minutes containing the following information shall be drawn up:
• Agent ________________;
• Name of the Agent ________________;
• Date and time of the start of the competitive selection ________________; • End date and time ________________;
• Initial price of the Asset ________________;
• Full official name of the winner (for legal entities) ________________;
• Full name of the winner (for individuals) ________________;
• Maximum (best) offer ________________;
3.14. The Competitive Selection shall be declared invalid in the following cases: • if in the process of competitive selection none of the Participants offered any bid according to the offer interval;
• if in the process of competitive selection none of the Participants offered a price equal to or larger than the expected price of the owner;
• in other cases provided for by these Rules, as well as by the legislation of the Russian Federation. 4. TERMS OF PAYMENT AND PROCEDURE FOR REGISTRATION OF TRANSACTIONS
4.1. The determination of the Winner shall be carried out by signing the minutes of the competitive selection by the Agent and the Seller.
4.2. The term for making the Advance Deposit by the Winner shall be till __ ______ 20__ inclusive. 4.3. The fixed amount of the advance deposit for the Asset is 5%. The conditions and procedure for making Advance Deposit shall be governed by the preliminary purchase and sale agreement, as well as by the current legislation of the Russian Federation.
4.4. The transfer of ownership of the Asset shall be formalized by the Master Asset Purchase and Sale Agreement, concluded between the Seller and the Winner.
4.5. If the Winner refuses to pay the Advance Deposit or changes the terms of the preliminary purchase and sale agreement, the right to purchase shall pass to the Participant who made the second largest offer.
Annex No.1 Template/Form
Minutes of the competitive selection for the sale of Asset No.____ city of ______ «__» [_____] 20__
Agent Asset name Start date and time End date and time Initial Asset Price Full official name of the winner (for legal entities) Full name of the winner (for individuals) Maximum (best) offer
Agent ______________________ (Full name, signature) Seal
I agree to conclude a preliminary sale and purchase agreement with the Winner on the specified conditions.
Seller ______________________ (Full name, signature) Seal