AGREEMENT No. 17 “01” December 2020
BIN: 040240003513
LLP “MM-Security”, represented by the Director Isagaliev Ardak Aydyngalievich, acting under Power of Attorney No. 17 dated “30” November 2020 (hereinafter referred to as the “Lender”), and, on the other hand, the individual entrepreneur Kuzembayev Aibat Timurovich, acting under Power of Attorney No. 17 dated “30” November 2022 (hereinafter referred to as the “Borrower”), have entered into this Agreement as follows:
1. Subject of the Agreement
1.1. The Lender undertakes, under the terms of this Agreement, to transfer to the Borrower funds in the amount of 20,000,000 (twenty million) tenge, and the Borrower undertakes to return to the Lender the sum of 24,000,000 (twenty-four million) tenge, including payment of remuneration.
1.2. The Lender provides the Borrower with the loan amount with remuneration for use of the loan at the rate of 4% per annum. The period for accrual of remuneration commences on the date the loan amount is credited to the Borrower’s account.
1.3. The amount of the loan specified in clause 1.1 of this Agreement is granted to the Borrower for a term of up to five (5) years from the date of its crediting to the Borrower’s account.
1.4. The Borrower shall pay the Lender the remuneration specified in clause 1.2 of this Agreement simultaneously with the repayment of the principal. The Borrower has the right to prepay the principal and remuneration in full without penalty. In case of early repayment of the principal and remuneration, the Borrower shall not incur any penalties.
2. Provision of the Loan Amount
2.1. The Lender shall provide the loan amount to the Borrower within the term, in the amount and on the conditions stipulated by this Agreement.
2.2. The loan amount shall be deemed provided by the Lender to the Borrower at the moment of crediting of funds to the Borrower’s bank account.
2.3. The loan amount provided by the Lender is an unsecured loan. The Borrower may use the loan proceeds at his discretion.
2.4. In the event of late provision, non-provision, or provision of the loan amount in an amount less than that specified in clause 1.1 of this Agreement, the Borrower shall have the right, in accordance with Article 724 of the Civil Code of the Republic of Kazakhstan, to challenge the loan agreement in the prescribed manner, proving that he did not receive the full amount specified herein.
3. Rights and Obligations of the Parties
3.1. The Lender shall provide the loan amount specified in clause 1.1 of this Agreement to the Borrower within three (3) business days from the date of signing this Agreement by transferring it in non-cash form to the Borrower’s account indicated herein (or by handing over the cash in the presence of witnesses).
3.2. The date of provision of the loan shall be the date on which the loan amount is credited to the Borrower’s bank account specified in this Agreement.
3.3. Upon expiration of the term specified in clause 1.3 of this Agreement, the Borrower undertakes to repay the loan amount in the manner and within the terms provided by this Agreement.
3.4. Repayment of the loan shall be made by the Borrower as follows:
a) no later than the 10th day of each month in the amount of 400,000 (four hundred thousand) tenge for sixty (60) months from the date of crediting of the loan to the Borrower’s account. The Borrower shall transfer the above amount to the Lender’s account by non-cash transfer.
b) The date of fulfillment by the Borrower of its obligation to repay the loan shall be deemed the date of crediting of funds to the Lender’s account as specified in clause 3.4(a).
3.5. In the event of any payment obligations under this loan agreement, the Borrower shall prioritize performance of the obligations under this Agreement over all other financial obligations, both existing as of the date of signing and those that may arise in the future during the term of this Agreement.
3.6. The Borrower has the right, prior to the maturity date of the loan, to prepay the loan amount to the Lender. The remuneration under the loan may also be prepaid. The Borrower shall notify the Lender of any early repayment.
3.7. The Lender shall not have the right to demand early repayment of the loan or early payment of remuneration on any grounds.
3.8. The Lender shall have the right to take any measures provided by the effective legislation necessary to ensure the Borrower’s performance of its obligations under this Agreement.
3.9. The Parties agree not to disclose and to keep confidential any commercial or other information obtained from the other Party in the performance of this Agreement. Any information received or provided by either Party for the purposes of this Agreement shall be deemed confidential.
4. Liability of the Parties
4.1. For failure to perform or improper performance of the terms of this Agreement, the Parties shall be liable in accordance with the legislation of the Republic of Kazakhstan.
4.2. The Parties shall be liable for failure to perform or improper performance of the terms of this Agreement resulting from actions of their employees, agents, representatives, or other authorized persons.
4.3. For late repayment of the loan, the Borrower shall pay the Lender a penalty of 0.5% (zero point five percent) of the loan amount for each business day of delay.
4.4. For late provision of the loan amount and its transfer to the Borrower’s account, the Lender shall pay the Borrower a penalty of 0.5% (zero point five percent) of the loan amount for each business day of delay.
4.5. Payment of penalties shall not release the Parties from performance of their obligations under this Agreement.
5. Force Majeure
5.1. The Parties shall be released from liability for failure to perform or improper performance of obligations under this Agreement if such non-performance or improper performance is due to force majeure circumstances that the affected Party could not foresee or prevent by reasonable measures, in accordance with the legislation of the Republic of Kazakhstan and this Agreement.
5.2. Force majeure circumstances include: floods, fires, wars, revolutions, nationalizations, expropriations for state needs, issuance of mandatory legislative or other acts. Such circumstances do not include actions caused by negligence or fault of the Parties or their authorized persons.
5.3. In the event of force majeure, the affected Party shall notify the other Party without delay, but not later than two (2) days, by written notice, specifying the date of onset and description of the circumstances, delivered by hand or sent by mail, fax, or e-mail to the addresses specified in this Agreement. If force majeure prevents sending of such notice, it shall be sent on the first business day following cessation of the force majeure event.
5.4. The terms for performance of obligations under this Agreement shall be suspended for the duration of the force majeure and resumed from the date of cessation thereof. Force majeure shall suspend but not terminate the Parties’ obligations under this Agreement without additional agreement.
5.5. Evidence of force majeure shall be a certificate issued by a competent authority or organization. Where the force majeure is publicly known, the Parties are released from the obligation to prove its occurrence.
5.6. If force majeure continues for more than thirty (30) days, either Party may terminate this Agreement, subject to mutual settlement for services actually rendered, without liability for any other losses.
6. Confidentiality
6.1. The Parties undertake not to disclose without prior written consent of the other Party the content of this Agreement or any of its provisions, as well as any documentation or information provided by one Party or on its behalf to any third parties, except personnel engaged by the Party for performance of this Agreement, on a confidential basis to the extent necessary.
6.2. The Parties undertake not to use any of the aforementioned documents or information without prior written consent, except for purposes of this Agreement or as required by law.
7. Dispute Resolution
7.1. Any disputes or disagreements arising from performance of this Agreement shall be resolved by the Parties through negotiations.
8. Final Provisions
8.1. This Agreement shall enter into force upon signing by both Parties and shall remain in effect until full performance of the Parties’ obligations.
8.2. This Agreement may not be amended, supplemented, or terminated unilaterally, except as provided by the legislation of the Republic of Kazakhstan.
8.3. All terms and provisions of this Agreement are binding upon the Parties and/or for their benefit.
8.4. This Agreement is executed in two (2) counterparts in the Russian language, one for each Party, each having equal legal force.
8.5. Any amendments or supplements to this Agreement shall be made by additional agreements signed by authorized representatives of the Parties.
8.6. Any notices under this Agreement shall be sent by letter, telegram, telex, or fax, followed by the original.
8.7. In the event of reorganization of either Party, the rights and obligations under this Agreement shall not terminate and shall pass to the respective successors.
8.8. All matters not regulated by this Agreement shall be governed by the legislation of the Republic of Kazakhstan.
9. Legal Addresses of the Parties and Banking Details
Lender:
- BIN: 040240003513
- KATO: 231010000
- Banking details: JUSAN BANK JSC, KZ587300486007940339
- Legal address: Kazakhstan, Atyrau Region, Atyrau, Zhalantas Batyr St., Building 9, 060003
- Tel.: +7 701 471 07 66
- E-mail: [email protected]
- Director: Isagaliev Ardak Aidyngalievich
- Signature: __________
Individual (Borrower):
- Name: Kuzembayev Aibat Timurovich
- IIN: 910813302046
- ID Card No.: 041700748
- Address: Kazakhstan, Atyrau Region, Kulsary, Ybyray Altynsarin St., 8/02
- Tel.: +7 708 362 13 60
- Banking details: JSC Halyk Bank, KZ766010002040082685
- Signature: __________
The blue round seal is the official corporate stamp of the lender.
Which translates to:
“Limited Liability Partnership ‘MM-Security’
Republic of Kazakhstan, Atyrau Region, city of Atyrau”
In the center is a stylized shield containing a check-mark.
AGREEMENT on the Sale and Purchase of Non-Residential Premises
No. 1783-041220
04 December 2020
PARTIES:
– Buyer: Citizen of the Republic of Kazakhstan Kuzembayev Aibat Timurovich, hereinafter “Buyer”;
– Sellers: represented by Iskhanova Gulbanu Akhmetova (hereinafter “Seller 1”) and by Ismatova Gulmira Kudaitergenovna (hereinafter “Seller 2”), hereinafter jointly “Sellers.”
Hereinafter Buyer and Sellers are referred to collectively as the “Parties.” Being of sound mind and memory and acting voluntarily, the Parties have concluded this Agreement of Sale and Purchase of Non-Residential Premises (the “Agreement”) on the following terms:
1. Subject of the Agreement
1.1 Sellers shall transfer into the Buyer’s ownership, and Buyer shall accept and pay for, the following real property under the terms of this Agreement:
A commercial non-residential premises located at Republic of Kazakhstan, Atyrau, Baktygerey Kulmanov St., 133 (Unit No. 1).
2. Title Basis
The Premises are owned by Sellers on the basis of:
- The Contract of Participation in Shared Construction No. 77-77-04/103;2012-772 dated 20 August 2012 (registered 07 September 2012);
- Additional Agreement No. 77-77-04-103/2012-772 dated 03 November 2015 to the above Contract;
- Commissioning Permit No. 77-239000-006663-2015 dated 28 July 2015, issued by the Committee of State Construction Supervision of the City of Atyrau;
- Transfer-Acceptance Act dated 08 November 2015 to the Contract of Participation in Shared Construction of 20 August 2012.
3. Encumbrance Warranty
Sellers warrant that, as of the date hereof, the Premises have not been sold, pledged, encumbered, are not subject to dispute, arrest or prohibition, and are free of any third-party rights or other encumbrances not expressly set out in this Agreement.
4. Purchase Price
The purchase price of the Premises under this Agreement is 20 000 000.00 (Kazakhstani tenge 00 tiyn) (“Purchase Price”). This amount is final and not subject to change.
5. Payment Terms
Buyer shall pay the Purchase Price on 05 December 2020 by non-cash transfer to Sellers’ bank account as set out in this Agreement.
6. Transfer of Possession
Upon Buyer’s full payment of the Purchase Price, Sellers shall deliver the Premises to Buyer by means of a duly executed Act of Acceptance-Transfer within ten (10) business days of state registration of title transfer. From the date of that Act, Buyer bears all risk of accidental loss or damage to the Premises.
7. Taxes
From the date of state registration of title in Buyer’s name, Buyer assumes responsibility for all real-estate taxes.
8. Debts and Charges
Sellers shall deliver the Premises to Buyer free of any outstanding utility charges or maintenance fees.
9. State Registration
Buyer’s ownership of the Premises is subject to state registration in the Unified State Register of Real Estate by the competent cadastral and registration authority (the “Registering Authority”).
10. Registration Costs
All fees and costs associated with state registration of title transfer shall be borne by Buyer.
11. Obligation to Apply for Registration
On the date of signing this Agreement, the Parties shall jointly apply to the Registering Authority to register the transfer of title. If Sellers fail or refuse to submit all necessary documents—causing suspension, withdrawal or other impediment of registration—Buyer’s obligation to pay the Purchase Price (clause 4) shall be nullified.
12. Inapplicability of Goods-Pledge Rules
The pledge rules for goods sold on credit under Art. 488 (5) of the Civil Code of the Republic of Kazakhstan do not apply to the Parties’ relations under this Agreement.
13. Capacity Warranty
Upon signing, Sellers confirm they are fully capable, not under guardianship or restriction, in good health to understand and fulfill their obligations hereunder.
14. Voluntariness Warranty
Sellers warrant that they enter into this Agreement voluntarily, not under hardship or on grossly unfavorable terms, and that it is not an unconscionable transaction.
15. Consent to Personal-Data Processing
Sellers freely consent to Buyer’s processing of their (and their representatives’) personal data—name, patronymic, gender, birth data and place, citizenship, registration and actual address, identity-document details, power-of-attorney particulars, IIN—by any methods (collection, recording, storage, updating, use, transfer, anonymization, blocking, deletion, destruction) for the purposes of concluding and executing this Agreement. This consent remains in force for the term of the Agreement and its archival retention. Signing this Agreement constitutes signing this consent.
16. Liability
For non-performance or improper performance of any obligations hereunder, the Parties shall be liable in accordance with the laws of the Republic of Kazakhstan.
17. Dispute Resolution
All disputes arising under this Agreement shall first be the subject of written claims; a response shall be provided within seven (7) business days of receipt. Failing amicable resolution, disputes may be submitted to the court at the defendant’s location, unless otherwise provided by law.
18. Term
This Agreement becomes effective upon signing and remains in force until full performance by the Parties of their obligations.
19. Termination
This Agreement may be terminated by mutual consent of the Parties or on other grounds provided by the laws of the Republic of Kazakhstan.
20. Governing Law
Matters not covered by this Agreement shall be governed by the applicable laws of the Republic of Kazakhstan.
21. Number of Copies
This Agreement is executed in four (4) originals of equal legal force: one for the Sellers, two for the Buyer, and one for the Registering Authority.
Legal Details & Banking Requisites
| Buyer | Seller 1 | Seller 2 |
|---|---|---|
| Name | Name | Name |
| Kuzembayev Aibat Timurovich | Iskhanova Gulbanu Akhmetova | Ismatova Gulmira Kudaitergenovna |
| Date of birth | Date of birth | Date of birth |
| 13 Aug 1991 | 06 Mar 1980 | 18 Dec 1965 |
| Address | Address | Address |
| Atyrau Reg., Kulsary, Ybyray Altynsarin St. 80 / 2 | Atyrau Reg., Atyrau, Sataeva St. 127, Apt 72 | Almaty Reg., Almaty, Nauryzbai Batyr St. 42, Apt 13 |
| ID Card No. | ID Card No. | ID Card No. |
| 041700748 | 009736485 | 57340622 |
| IIN | IIN | IIN |
| 910813302046 | 890306721734 | 801218660477 |
| Tel. | Tel. | Tel. |
| +7 (708) 362-13-60 | +7 (701) 583-22-91 | +7 (712) 022-14-12 |
| Bank & Account/Reference | Bank & Account/Reference | Bank & Account/Reference |
| JSC “Halyk Bank” Acct KZ766010002040082685 | Contract confirming ownership No. 77-77-04/103;2012-772 | Kaspi Bank Acct KZ847644075000362117 Contract No. 77-77-04/103;2012-772 |
| Signature: | Signature: | Signature: |
Notarization
Certified by Notary: Talgatov Azat Talapovich
Register No.: 72
Signature: ____________________
(With official seal)
Interpreter’s Certification
I, Oxana Selekhova, a certified translator at TVDATA Ltd (Company No. 12060751), hereby certify that the attached English translation is a complete, true, and faithful rendering of the original documents in Russian. These include:
- Loan Agreement No. 17 dated 01 December 2020, concluded between LLP “MM-Security” and individual entrepreneur Kuzembayev Aibat Timurovich, outlining the terms of a financial loan and its repayment;
- Agreement on the Sale and Purchase of Non-Residential Premises No. 1783-041220 dated 04 December 2020, between Kuzembayev Aibat Timurovich as Buyer and Iskhanova Gulbanu Akhmetova and Ismatova Gulmira Kudaitergenovna as Sellers, detailing the terms of real estate transfer in Atyrau, Kazakhstan.
I have translated both documents fully and accurately from Russian to English, to the best of my professional knowledge and ability, for formal use and legal reference.
Membership & Accreditation
I am an Associate Member in good standing of the American Translators Association (ATA)
Membership No.: 275586
Certified by:
Oxana Selekhova
Certified Translator
TVDATA Ltd – Dubai Representative Office
Villa 8, 41A Street, Al Mankhool, Bur Dubai
Dubai, United Arab Emirates
📧 Email: [email protected]
📞 UK: +44 (0)7922 274952