AGREEMENT ON CESSION OF LEGAL CLAIMS
AND REGISTRATION OF SUCH CLAIMS
(public offer)


The "Ukrainian Guarantee Agency" LLC, in the person of director Aleksey Vladimirovich Poddubny, acting on the basis of the Charter, hereinafter referred to as the "GUARANTOR", on the one hand, and any person that accepts the present offer, hereinafter referred to as the "CREDITOR", on the other hand, together referred to as the "Parties", have concluded the present Agreement on cession of legal claims, hereinafter referred to as the "Agreement" on the following terms and conditions:

1. TERMS AND DEFINITIONS

The legal claim (hereinafter referred to as "LC" in abbreviated form) is the claim to a third party, a resident of Ukraine (hereinafter referred to as the "DEBTOR") for any valid debtor indebtedness, expressed in terms of currency of Ukraine. The legal claims within the bounds of the present Agreement may be handed over (conceded) in accordance with the Article 512 of the Civil Code of Ukraine.

The WebMoney Transfer System U (hereinafter referred to as the "System") is a computerized system used by the Parties for the purpose of fulfillment of their obligations under the Agreement for quantitative accounting of LC owned by the CREDITOR and other users of the system. For more details, regulation and other information about the System see the official site of the WebMoney Transfer System www.wmtransfer.com

Users of the System are physical and legal persons registered in the System in accordance with the established procedures.

The requisites of the user are the user's account in the System with information about quantity of title digital WMU units. Requisites of the CREDITOR in the System look like: U_____________ (U followed by a twelve-digit number) (hereinafter referred to as the "U-account").

The title WMU units (hereinafter referred to as "WMU units") are the displayed information about accounting units of LC held by a certain owner of U-account. 1 WMU unit is equal to 1 hryvna of the debt subject to legal claim. Records are kept in hundredth parts of WMU.

The additional agreement (hereinafter referred to as the "ADDITIONAL AGREEMENT") is Additional Agreement and Act on cession of LC, the document that has to be prepared by the Parties prior to any transaction of LC. The ADDITIONAL AGREEMENT is an integral part of the present Agreement.

The identification data in the System are: a unique twelve-digits number given to the CREDITOR during the registration in the System and the number of the CREDITOR's U-account.

2. SUBJECT OF THE AGREEMENT

2.1. The GUARANTOR undertakes to concede LC to the CREDITOR on a remuneration basis in accordance with the terms and conditions specified in the present Agreement.

2.2. Pursuant to the terms and conditions of the present Agreement, the GUARANTOR shall confirm that the CREDITOR has the appropriate legal claims, and provide the CREDITOR with all the necessary documents entitling the CREDITOR to have legal claim in regard to the Debtor.

2.3. The GUARANTOR undertakes to buy back the legal claims from the CREDITOR at par value upon the CREDITOR's request in accordance with the terms and conditions of the present Agreement.

3. RIGHTS AND OBLIGATIONS OF THE CREDITOR

3.1. Prior to acceptance of the present offer, the CREDITOR has to become a registered user of the System, i.e. to agree with the Agreement on Property Rights Transfer by Means Of Digital Units and / or other agreements provided by the administrator and owner of the System during the registration process.

3.2. To receive a hard copy of the present Agreement from the GUARANTOR, the CREDITOR shall submit: his / her identification data in the System, documents that confirm his / her essential requisites in accordance with the legislation of Ukraine (the CREDITOR's full name, series and number of the passport) and a hard copy of the Agreement with the CREDITOR's signature.

The Agreement with the CREDITOR's signature shall be countersigned by the authorized representative and given back in the office of the GUARANTOR (you can find the contact information at the GUARANTOR's official site www.ukrgarant.com)

3.3. The CREDITOR can receive LC from other creditors - users of the System. Cession of LC is attended with transfer of WMU units to the U-account of the CREDITOR. Due course of law during such transaction with handing over of LC, as well as compensation of related possible risks are the responsibility of the Parties of the transaction. The GUARANTOR shall confirm handing over of LC only after transfer of the corresponding amount of WMU units to the CREDITOR's U-account.

3.4. The CREDITOR may concede LC to other users of the System partially or in full. Cession of LC is attended with transfer of WMU units to the U-account of a new creditor. Due course of law during such transaction with handing over of LC, as well as compensation of related possible risks is the responsibility of Parties of the transaction. The GUARANTOR shall confirm handing over of LC only after transfer of the corresponding amount of WMU units to the CREDITOR's U-account.

3.5. Subject to and in pursuance of the present Agreement the GUARANTOR shall hand over to the CREDITOR the package of documents confirming the CREDITOR's claims to the DEBTOR (in accordance with the clause 4.2 of the Agreement). The CREDITOR shall:

  • submit his / her identification data in the System to the GUARANTOR;
  • submit documents that confirm his / her essential requisites in accordance with the legislation of Ukraine (the CREDITOR's passport or other identity papers);
  • sign all hard copies of documents to be included in this package;
    • transfer WMU units from his / her U-account in the System to the GUARANTOR's U-account in the amount equal to the par value of LC, in relation of which the CREDITOR requests the specified package of documents.

    3.6. The CREDITOR shall state his / her real requisites during concluding of the present Agreement.

    4. RIGHTS AND OBLIGATIONS OF THE GUARANTOR

    4.1. The GUARANTOR undertakes to confirm that the CREDITOR has LC in the amount equal to the quantity of WMU units on the CREDITOR's U-account.

    4.2. The GUARANTOR undertakes to hand over to the CREDITOR hard copies of the following package of documents confirming that the CREDITOR has legal claims to the DEBTOR in accordance with the procedure established in the clause 3.5 of the Agreement, i.e.:

  • the present Agreement and ADDITIONAL AGREEMENT that confirm handing over of LC to the CREDITOR;
  • the notification to the DEBTOR about handing over of LC to the CREDITOR, signed by the GUARANTOR;
  • hard copies of documents of title, according to which initial indebtedness has appeared, certified by the GUARANTOR.

    • Handing over of the specified package of documents shall be made in the office of the GUARANTOR upon preliminary arrangement of the Parties (you can find the contact information at the GUARANTOR's official site www.ukrgarant.com).

    5. PROCEDURE OF SETTLEMENTS

    5.1. In accordance with the clauses 2.1 and 2.3 of the present Agreement each transaction on cession of LC (hereinafter referred to as the "Transaction") is attended with acceptance of the Additional Agreement by the Parties. The Additional Agreement should contain the following information:

  • name and requisites of the Debtor;
  • requisites of the document of title, in accordance with which such indebtedness have appeared;
  • the amount of indebtedness, for which the cession is made;
    • value of cession of LC.

    5.2. Procedure of settlements in case of cession of LC from the GUARANTOR to the CREDITOR:

    5.2.1. Purchase of a certain amount of LC is initiated by the CREDITOR with the preliminary electronic application of the CREDITOR under the System's procedure.

    5.2.2. The value of cession of LC under the ADDITIONAL AGREEMENT may differ upward of the partial amount of LC to be conceded.

    5.2.3. To make cession of LC from the GUARANTOR to the CREDITOR the Parties should accept the ADDITIONAL AGREEMENT. Acceptance of the ADDITIONAL AGREEMENT by the GUARANTOR is preparation of the ADDITIONAL AGREEMENT in the form of an offer and submitting it for acceptance by the CREDITOR via the tools of the System. Acceptance of the Additional Agreement by the CREDITOR is payment of the value of cession of LC, stated in the ADDITIONAL AGREEMENT to the U-account of the GUARANTOR. The CREDITOR makes such payment using the payment form, stating in the column "purpose of payment" the following: "ADDITIONAL AGREEMENT ¹___________ dated ___ to the Agreement ¹ U____________ for cession of legal claims, without VAT" (this payment form is provided by the System, all fields are filled in automatically).

    5.2.4. The moment of handing over of LC from the GUARANTOR to the CREDITOR is the moment when the amount corresponding to the value of LC being conceded is received to the bank settlement account of the GUARANTOR. In the moment of handing over of LC to the CREDITOR, the GUARANTOR transfers WMU units to the CREDITOR in the amount equal to the par value of LC being conceded.

    5.2.5. In case of receipt of the payment to the settlement account of the GUARANTOR, where the "purpose of payment" column contains the information that differs from that stated in the payment form according to the clause 5.2.3, the GUARANTOR has the right to treat such payment as wrong. It leads to return of transferred funds with loss of bank and / or postal transaction fees and cancelation of the ADDITIONAL AGREEMENT.

    5.2.6. In case if the payment requisites of the payer differ from the requisites of the CREDITOR stated in the Additional Agreement, according to which the payment for LC is made, the GUARANTOR has the right to consider such payment as wrong. It leads to return of transferred funds minus bank and / or postal transaction fees and cancelation of the ADDITIONAL AGREEMENT.

    5.2.7. The amount of the indebtedness, for which cession of LC is made under one single Additional Agreement, may not exceed 40 000 (forty thousand) hryvnas.

    5.2.8. Only one bank payment may be made under each ADDITIONAL AGREEMENT. Consolidated payment under two or more ADDITIONAL AGREEMENTS is not allowed. In case of failure to meet these requirements the GUARANTOR has the right to consider such payments as wrong. It leads to return of transferred funds minus bank and / or postal transaction fees and cancelation of the corresponding ADDITIONAL AGREEMENTS.

    5.3. Procedure of settlements in case of cession from the CREDITOR to the GUARANTOR:

    5.3.1. The value of cession of LC from the CREDITOR to the GUARANTOR is equal to the par value of LC being conceded and the corresponding amount of WMU units transferred to the GUARANTOR's U-account in accordance with the clause 5.3.3 of the Agreement.

    5.3.2. To initiate the Transaction, the CREDITOR shall send to the GUARANTOR the application for selling of LC prepared in electronic for in accordance with the System procedure.

    5.3.3. When the GUARANTOR receives the CREDITOR's application in accordance with the clause 5.3.2 of the Agreement, the Parties accept the ADDITIONAL AGREEMENT. Acceptance of the ADDITIONAL AGREEMENT by the GUARANTOR is preparation of the ADDITIONAL AGREEMENT in the form of an offer and submitting it for acceptance by the CREDITOR via tools of the System. Acceptance of the ADDITIONAL AGREEMENT by the CREDITOR is the transfer of WMU units to the U-account of the GUARANTOR in the amount equal to the par value of LC being conceded.

    5.3.4. The GUARANTOR shall meet its obligations to the CREDITOR via bank transfer within the period that does not exceed two bank days after the CREDITOR's performance of all the operations in accordance with the clause 5.3.3 of the Agreement.

    5.3.5. In case if the requisites of the CREDITOR stated in the ADDITIONAL AGREEMENT, according to which the payment for LC is made, differ from the requisites of the payee, to which the GUARANTOR makes payment in accordance with the clause 5.3.4 of the present Agreement, the GUARANTOR has the right to consider such payment as wrong. It results in considering the Additional Agreement as not come into effect, and return of received WMU units from the U-account of the GUARANTOR to the U-account of the CREDITOR.

    6. CONFIDENTIALITY

    6.1. The Parties undertake not to divulge any information received in the course of execution of the Agreement, if such information is confidential for any of the Parties . The confidential information under the present Agreement is non-public data (information about procedures and amounts of settlements between the Parties, personal data provided by the Party, and other information connected to the present Agreement and its appendices).

    6.2. The information specified in the clause 6.1 may be disclosed to the third parties only in accordance with the procedures established by the legislation of Ukraine.

    7. RESPONSIBILITY OF THE PARTIES

    7.1. The GUARANTOR shall have the right to unilaterally cancel the Agreement in case of the CREDITOR's failure to specify one or several essential requisites identifying him / her, if such requisites are stated as mandatory by the legislation of Ukraine for such agreements.

    7.2. The Party is responsible for any actions performed using its U-account and / or the System settlement tools (LC), which violate the legislation of Ukraine.

    8. OTHER PROVISIONS

    8.1. The Agreement automatically receives the current date and time of acceptance (when the offer is accepted by the CREDITOR) and is registered with an individual number U_______________, which is the CREDITOR's U-account.

    8.2. The Parties recognize documents in electronic form prepared with using the System (including the ADDITIONAL AGREEMENT; notification about cession of LC; documents proving the legal claims and other documents) as equal to corresponding documents in writing.

    8.3. All appendices to the Agreement are an integral part of the present Agreement.

    8.4. The present Agreement is valid until the end of the current calendar year. If no Party notifies the other Party about cancellation of the Agreement not later than 10 (ten) days before the expiration of this period, the period of validity shall be prolonged for the next calendar year.

    REQUISITES OF THE PARTIES

    GUARANTOR:
    "Ukrainian Guarantee Agency" LLC
    Settlement account 260013354 in OAO "UPB"
    MFO 300205
    Code 32610513
    Director A.V. Poddubny
    		 CREDITOR:
    _____________________________________
    _____________________________________
    _____________________________________
    _____________________________________
    _____________________________________