Share Agreement

UTDT – Escuela de Negocios – EMBA – Ética y Legislación Empresarial (Prof. Gastón Mirkin)

SHARE PURCHASE AGREEMENT

Among Mr. __________

__________

and

__________

and

__________

[Date]

1

UTDT – Escuela de Negocios – EMBA – Ética y Legislación Empresarial (Prof. Gastón Mirkin)

SHARE PURCHASE AGREEMENT entered in Buenos Aires. Argentina, on AMONG: AND: AND:__________

,

__________

__________

__________ individually referred to as a "Member of the Vendor Group" and collectively as the "Members of the Vendor Group" or the "Vendor Group") AND: __________

(hereinafter referred to as the "Purchaser" and with the Vendor Group the “Parties”) Argentine Republic

PREAMBLE WHEREAS the Members of the Vendor Group, collectively own all of the issued andoutstanding shares of the share capital of the Corporation, which owns all of the issued and outstanding shares of the share capital of the Subsidiary; WHEREAS the Vendor Group has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendor Group, all of the issued and outstanding shares of the Corporation, upon and subject to the terms and conditions of thisAgreement; NOW THEREFORE in consideration of the premises and the mutual covenants and agreements contained in this Agreement, the parties covenant and agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions

In this Agreement, or in any amendments to it, unless there is something in the subject matter or context inconsistent with it and notwithstanding other definitions set forth herein, thefollowing terms shall have the following meanings, respectively: a) "Agreement" means this Agreement and includes the preamble and all Schedules to this Agreement as may be amended, modified, supplemented or restated from time to time; "Applicable Law" means any law or statute enacted by the Argentine Republic, the Province of Buenos Aires or the Municipality of Pilar – regarding the Corporation – andany law or statute enacted by the Republic of Uruguay and the Municipality of Montevideo, regarding the Subsidiary; "Arbitrator" shall have the meaning ascribed thereto in Section 3.7; "Arm's Length" means arm's length within the meaning of the Tax Act; "Audited Financial Statements" means (i) the consolidated audited financial statements of the Corporation for its fiscal years ended [_______] and[_______], each consisting of balance sheets, statements of income (loss), statements of retained earnings (deficit) and statements of changes in financial position as of the dates specified above, together with any notes thereto and the report of the auditors in respect thereof; “Books and Records" means the minute books and the share certificate registers and all books, records, files andpapers of the Corporation and its Subsidiary and all copies and entries of the foregoing; "Business" means the worldwide frozen food production, marketing and distribution business currently carried on by the Corporation and its Subsidiary; "Business Assets" means all the relevant assets, properties and rights, licenses, permits and registrations, necessary to carry on the Business in substantially thesame manner as it is currently conducted; "Business Day" means any day other than a Saturday or a Sunday on which banks located in the City of Buenos Aires are open for business to retail customers;

b)

c) d) e)

f)

g)

h)

i)

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j) k) l) m) n) o)

"Claims" shall have the meaning ascribed thereto in Section 9.1; “Claims Holdback Amount” shall have the meaning ascribedthereto in Section 3.3; "Closing" means the completion of the transactions contemplated by this Agreement, which shall occur on or before the Closing Date; "Closing Date" means [____] or such other date as may be mutually agreed upon in writing by the Purchaser and the Vendor Group; "Closing Date Working Capital Certificate" shall have the meaning ascribed thereto in Section 3.6; "Consents" means the...