DATED February 24, 2000
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THE VENDORS
- AND -
GREAT PLAINS SOFTWARE, INC.
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SHARE PURCHASE AGREEMENT
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WHITNEY
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AGREEMENT FOR THE SALE AND PURCHASE OF SHARES
DATE: February 24, 2000
PARTIES:
(1) THE SEVERAL PERSONS whose names and addresses are set out in the
Schedule (together, the "VENDORS"); and
(2) GREAT PLAINS SOFTWARE, INC., a company incorporated under the laws of
the State of Minnesota, USA] (the "PURCHASER").
NOW IT IS HEREBY WITNESSED AS FOLLOWS:
1 DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement and in the Schedules:
BUSINESS DAY
means any day which is not a Saturday, a Sunday or a bank or
public holiday in England and Wales;
COMPANY
means PWA Group Limited;
COMPLETION
means the completion of the sale and purchase of the Shares in
accordance with Clause 6;
COMPLETION DATE
means the date fixed for Completion pursuant to Clause 6;
ENCUMBRANCE
means any encumbrance or right, title or interest including
any security interest of any kind whatsoever (including
without limitation) a mortgage, charge, pledge, lien,
hypothecation, restriction, right to acquire, right of
pre-emption, option, conversion right, third party right or
interest, right of set-off or counterclaim, trust arrangement
or any other type of preferential agreement (such as a
retention of title arrangement) having similar effect; and
MASTER AGREEMENT
means the agreement between the Purchaser and (1) ▇▇▇▇
▇▇▇▇▇▇▇, (2) ▇▇▇▇▇ ▇▇▇▇▇, and (3) 3i in respect of the sale
and purchase of the entire issued share capital (other than
the Shares) of the Company;
1
SHARES
means 1,000,000 shares in the capital of the Company whether
issued or granted under the Company's option scheme.
1.2 The schedules are deemed to be incorporated in the Agreement, and a
reference to this "Agreement" includes a reference to the Schedules.
1.3 In this Agreement:
1.3.1 the clause headings are included for convenience only and shall not
affect the construction of the Agreement;
1.3.2 words denoting the singular shall include the plural and vice versa.
1.4 References in this Agreement to " Clauses" and "Schedules" are
references to clauses of and schedules to this Agreement and reference
to the " parties" or a "party" are references to the parties or a party
to this Agreement.
2 AGREEMENT TO SELL AND PURCHASE
The Vendors each hereby agree to sell with full title guarantee such
number of Shares set out against their name in the Schedule to the
Purchaser and the Purchaser agrees to purchase the Shares, free of any
Encumbrance and together with all rights attached or accruing thereto
provided that nothing in this Agreement shall oblige the Purchaser to
purchase only some of the Shares unless the purchase of all of the
Shares is completed simultaneously in accordance with the terms of this
Agreement, and this Agreement is entered into on the same day as the
completion date specified in the Master Agreement.
3 CONSIDERATION
The consideration payable by the Purchaser to each of the Vendors in
respect of the sale of the Shares (and in consideration of which the
Vendor is entering into this Agreement) shall be, in respect of each of
the Shares, calculated and paid on the same basis as that calculated
and paid on the basis as that calculated and paid per share under the
terms of the Master Agreement.
4 PRE-EMPTION RIGHTS
Each of the Vendors irrevocably waives all and any rights of
pre-emption or other restrictions on transfer over or in respect of the
Shares existing by virtue of the Articles of Association of the Co
mpany, or otherwise.
5 WARRANTIES
Each of the Vendors hereby warrants to the Purchaser that:
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5.1 he has full power, right and authority, and has taken all necessary
action to enter into and perform this Agreement, which when completed
will constitute a valid and binding obligation on each of the Vendors
in accordance with its terms; and
5.2 he is the registered owner of the Shares set out against his name in
the Schedule and as such he is entitled to sell the same to the
Purchaser with full title guarantee.
6 COMPLETION
6.1 Completion shall be conditional upon the completion of the Master
Agreement and will take place at the offices of the Company at the date
of completion of the Master Agreement.
6.2 At Completion each of the Vendors shall deliver to the Purchaser duly
executed transfers of the Shares set out against his name in the
Schedule in favour of the Purchaser or its nominees and the share
certificates in respect of such Shares.
6.3 On Completion the Purchaser shall satisfy the consideration for the
Shares as provided in Clause 3 of this Agreement by the electronic
delivery of the respective amount of shares of the Purchaser and the
relevant sum of cash under the same conditions as agreed in the Master
Agreement.
6.4 If the Vendors or any of them shall fail fully to comply with any of
their obligations under clauses 6.1 and/or 6.2, the Purchaser shall,
without prejudice to any other rights or remedies which it may have, be
entitled to:
6.4.1 defer Completion with respect to some or all of the Shares to a date
not more than 28 days after that date (in which case the provisions of
this clause 6.4.1 shall also apply to Completion as so deferred; or
6.4.2 rescind this Agreement; or
6.4.3 proceed to Completion so far as is practicable.
7 SUCCESSORS
This Agreement shall be binding upon and enure for the benefit of each
party's successors but in all other respects shall not be assignable by
either party without the consent of the other.
8 COSTS
Each of the parties shall its own costs and expenses (including legal
fees and VAT (if any)) incurred by it in connection with the
negotiation, preparation and execution of this Agreement and the
completion of the transactions contemplated by this Agreement.
9 POST-COMPLETION
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This Agreement shall remain in full force and effect after Completion
in respect of all obligations, agreements, covenants and undertakings
contained in or implied by this Agreement which have not been done,
observed or performed at or prior to Completion and in respect of all
warranties, representations and indemnities contained in this
Agreement.
10 FURTHER ASSURANCE
10.1 Each party shall do, execute and perform and shall procure to be done,
executed and performed all such further acts, deeds, documents and
things as the other may require from time to time effectively to give
to the other the full benefit of this Agreement.
10.2 Each of the Vendors hereby irrevocably and unconditionally appoints any
director of the Purchaser as his lawful attorney as and from Completion
to attend and vote at any general meeting the Company and otherwise
exercise his rights as a shareholder in the Company as the Purchaser
deems necessary or desirable.
11 VARIATION
No variation to this Agreement shall be effective unless agreed in
writing by or on behalf of all of the parties.
12 WAIVERS
12.1 A failure by any party to exercise and any delay, forbearance or
indulgence by any party in exercising any right, power or remedy under
this Agreement shall not operate as a waiver of that right, power or
remedy or preclude its exercise at any subsequent time or on any
subsequent occasion. The single or partial exercise of any right, power
or remedy shall not preclude any other or further exercise of that
right, power or remedy or the exercise of any other right, power or
remedy.
12.2 No custom or practice of the parties at variance with the terms of this
Agreement shall constitute a waiver of the rights of any party under
this Agreement. The rights, powers and remedies provided in this
Agreement are cumulative and not exclusive of any rights, powers or
remedies provided by law.
13 ENTIRE AGREEMENT
This Agreement, and all agreements entered into, or to be entered into
pursuant to the terms of this Agreement, together constitute the entire
Agreement and understanding between the parties.
14 COUNTERPARTS
This Agreement may be executed in one or more counterparts, which
together shall constitute one and the same agreement.
15 LAW AND JURISDICTION
4
This Agreement shall be construed in accordance with English law and
the parties irrevocably submit to the exclusive jurisdiction of the
English courts to settle any disputes which may arise in connection
with this Agreement.
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THE SCHEDULE
Number of Shares
VENDOR ----------------
NAME AND ADDRESS to be Sold
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F.M. Trust Corporation Limited
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 141,000
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AS WITNESS the hands of the parties hereto or their duly authorised
representatives the day and year first before written.
Signed for and on behalf of )
F.M. Trust Corporation Limited )
Signed for and on behalf of )
Great Plains Software, Inc. )
Signed by [ ] )
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