ALL NECESSARY CORPORATE
APPROVALS, INCLUDING APPROVALS OF SHAREHOLDERS, MEMBERS, DIRECTORS AND
SUPERVISORY BOARD MEMBERS, AS APPLICABLE, AUTHORIZING THE EXECUTION AND DELIVERY
OF THIS TERMSHEET AND THE TRANSACTION AGREEMENTS (AS DEFINED BELOW) AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
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5.
CONDITIONS TO CLOSING.
THE CLOSING IS
SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
PURCHASE AGREEMENT.
A DEFINITIVE
PURCHASE AGREEMENT AMONG THE SELLER, THE REPLACING HOLDER, VERNY CAPITAL JSC
(THE "GUARANTOR"), THE TARGET AND THE PURCHASER (THE "PURCHASE AGREEMENT"),
MEMORIALIZING THE TERMS OF THIS TERMSHEET AND CONTAINING STANDARD
REPRESENTATIONS AND WARRANTIES (INCLUDING THOSE SET FORTH ON SCHEDULE 1 HERETO),
COVENANTS, INDEMNIFICATION PROVISIONS, CLOSING CONDITIONS (INCLUDING THE
DELIVERY OF OPINIONS OF COUNSEL) AND OTHER PROVISIONS, SHALL HAVE BEEN
EXECUTED.
THE SELLER, THE REPLACING HOLDER, THE GUARANTOR AND THE TARGET (THE
"31ST KANAL PARTIES") AGREE TO WORK WITH THE PURCHASER EXPEDITIOUSLY AND IN GOOD
FAITH TO COMPLETE THE PURCHASE AGREEMENT AND ALL OTHER LEGAL DOCUMENTS REQUIRED
TO CONSUMMATE THE TRANSACTION, INCLUDING THE SERVICE AGREEMENTS (TOGETHER,
THE "TRANSACTION AGREEMENTS"), AS SOON AS POSSIBLE FOLLOWING THE EXECUTION OF
THIS TERMSHEET.
THE SELLER'S AND THE REPLACING HOLDER'S OBLIGATIONS TO THE
PURCHASER WITH RESPECT TO THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
INDEMNITIES CONTAINED IN THE PURCHASE AGREEMENT SHALL BE GUARANTEED BY THE
GUARANTOR.
(B)
SERVICE COMPANIES OR THE SOLE SERVICE
COMPANY. FOLLOWING THE LEGAL AND FINANCE AND TAX STUDY BY THE PURCHASER AND THE
REPLACING HOLDER AND THE PURCHASER SHALL
HAVE ESTABLISHED THE SERVICE COMPANIES
OR THE SOLE SERVICE COMPANY.
(C)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT SHALL REMAIN
TRUE AND CORRECT AS OF THE DATE OF CLOSING AS THOUGH MADE AS OF SUCH DATE.
(D)
OPERATING AGREEMENT.
THE REPLACING HOLDER
AND THE PURCHASER SHALL HAVE ENTERED INTO AN OPERATING AGREEMENT / SHAREHOLDERS'
AGREEMENT IN RESPECT OF THE TARGET AND THE SERVICE COMPANIES (OR SOLE SERVICE
COMPANY), TO BE GOVERNED BY KAZAKHSTAN LAW, THE MATERIAL TERMS OF WHICH SHALL BE
SUBSTANTIALLY AS SET FORTH ON SCHEDULE 2 HERETO.
(E)
SERVICE AGREEMENTS.
THE SERVICE COMPANIES
(OR THE SOLE SERVICE COMPANY) AND THE TARGET SHALL HAVE ENTERED INTO THE SERVICE
AGREEMENTS, THE MATERIAL TERMS OF WHICH SHALL BE AGREED BY THE TARGET, THE
REPLACING HOLDER AND THE PURCHASER IN GOOD FAITH AND IN ACCORDANCE WITH THE
AGREED OBJECTIVE SET FORTH IN SECTION 1(E) HEREOF.
(F)
SUBSIDIARIES.
THE FOLLOWING SHALL EACH
BE A WHOLLY OWNED SUBSIDIARY OF THE TARGET (EACH, A "SUBSIDIARY"):
31st Kanal - Aktobe
31st Kanal - Atyrau
31st Kanal - Aktau
31st Kanal - Kostanay
31st Kanal - Ust-Kamenogorsk
31st Kanal - Shymkent
(G)
LICENSES.
THE TARGET AND EACH SUBSIDIARY
SHALL HAVE OBTAINED AND SHALL HOLD ALL REQUIRED LICENSES, PERMITS AND
AUTHORIZATIONS TO BROADCAST IN THEIR RESPECTIVE REGIONS AND
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OTHERWISE REQUIRED TO CONDUCT THEIR BUSINESSES (INCLUDING, WITHOUT LIMITATION,
THE LICENSES INDICATED ON SCHEDULE 3 HERETO); AND ALL SUCH LICENSES, PERMITS AND
AUTHORIZATIONS SHALL BE IN FULL FORCE AND EFFECT.
(H)
RESTRUCTURING.
ANY CORPORATE RESTRUCTURING
OF THE TARGET THAT MAY BE REQUIRED TO CAUSE THE SUBSIDIARIES TO BE