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Stock Purchase Agreement

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Title:

Stock Purchase Agreement

Entities:

Naspers Ltd.

Date:

2006

Size:

45KB total

Price:

$49

ID:

#2548161

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STOCK PURCHASE AGREEMENT

dated as of

May 5, 2006

among

MIH BRAZIL PARTICIPAES LTDA.

BRAZIL APRIL LLC

and

BRAZIL MAY LLC

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this Agreement) dated May 5, 2006 between, on one side, MIH Brazil Participaes Ltda., a company organized under the laws of the Federative Republic of Brazil, with head offices in the city of So Paulo, State of So Paulo, at Al. Joaquim Eugnio de Lima, 447, 6^th floor, room 9, enrolled before the Legal Entities Taxpayers Registry (CNPJ) under No. 07.921.963/0001-77, herein represented in accordance with its corporate documents (MIH or the Buyer), and, on the other side, BRAZIL APRIL LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, with head offices at 135 South State College Blvd, Brea, California, United States of America, enrolled before the Legal Entities Taxpayers Registry (CNPJ) under No. 06.300.168/0001-07, herein represented in accordance its corporate documents, and BRAZIL MAY LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, with head offices at 135 South State College Blvd, Brea, California, United States of America, enrolled before the Legal Entities Taxpayers Registry (CNPJ) under No. 06.300.167/0001-54, herein represented in accordance its corporate documents (Brazil May LLC together with Brazil April LLC are jointly referred to as the Sellers").

W I T N E S S E T H :

WHEREAS, the Sellers are the legal holder and registered owner of 1,533,134 shares of common stock and 1,533,133 shares of preferred stock of Abril S.A., a company (sociedade por aes) organized under the laws of the Federative Republic of Brazil, with head offices in the City of So Paulo, State of So Paulo, at Av. das Naes Unidas, 7221, 25^th floor, Sector A, enrolled with the Legal Entities Taxpayers Registry (CNPJ/MF) under No. 03.788.716/0001-93 (the Company), representing 13.8% and 13.8% of the total issued and outstanding shares of common stock and preferred stock of the Company, respectively (the Shares);

WHEREAS, MIH desires to acquire an equity stake of 30% of the Companys voting and total capital stock, though a combination of subscription of newly issued shares of common stock and shares of preferred stock and the purchase of shares of common stock and shares of preferred stock from the Sellers and the Control Group (as defined below);

WHEREAS, on the date hereof, MIH, the Control Group and the Company are entering into a subscription agreement for the subscription on the date hereof, by MIH, of 2,289,041 shares of common stock and 972,795 shares of preferred stock of the Company;

WHEREAS, on the date hereof, MIH, the Control Group and the Company are entering into a stock purchase agreement for the purchase and sale of 1,316,246 shares of preferred stock of the Company on the date hereof, held by the Control Group, representing 11.8% of the total issued and outstanding shares of preferred stock of the Company; and

WHEREAS, MIH hereby agrees to purchase from the Sellers and the Sellers agree to sell and transfer to MIH the Shares on the date hereof, for the aggregate purchase price set forth below and upon other terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions. (a) The following terms, as used herein, have the following meanings:

Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;

Agreement means this Stock Purchase Agreement and exhibits attached hereto;

Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks in the City of So Paulo, State of So Paulo are authorized or required by law to close;

Buyer means MIH Brazil Participaes Ltda.;

CIESP means Centro das Indstrias do Estado de So Paulo - CIESP;

CG Acquisition Shares means 1,316,246 shares of preferred stock of the Company, representing 11.8% of the total issued and outstanding shares of preferred stock of the Company, respectively, owned by the Control Group and the subject of the CG Stock Purchase Agreement;

CG Stock Purchase Agreement means the stock purchase agreement, dated the date hereof, between MIH, the Control Group and the Company for the purchase and sale, by MIH, of the CG Acquisition Shares;

Control Group means Ativic S.A., Mr. Roberto Civita, Mr. Giancarlo F. Civita, Mr. Victor Civita and Mrs. Roberta A. Civita;

Claim has the meaning set forth in Section 8.02 of this Agreement;

Closing has the meaning set forth in Section 7.01 of this Agreement;

Closing Date has the meaning set forth in Section 7.01 of this Agreement;

Company means Abril S.A.;

Control (including the terms Controls, Controlled by and under common Control with) means, with respect to any Person or group of Persons (the Controlling Person(s)), (i) the holding of shares representing more than 50% (fifty percent) of all the voting shares of another Person or (ii) the ability to appoint the majority of the members of the board of directors or other governing body of such other Person;

Governmental Authority means any government, governmental entity, regulatory authority, department, commission, board, agency or instrumentality, any recognized stock exchange and any court, arbitrator, tribunal, whether foreign or domestic with jurisdiction over the Parties;

Indemnified Parties has the meaning set forth in Section 8.01 of this Agreement;

Lien means any mortgage, lien, pledge, charge, security interest, encumbrance, title defect, objections, rights of first refusal, options or other restriction of any kind, or any other right in favour of or claim by, any third party of whatsoever nature;

Losses has the meaning set forth in Section 8.01 of this Agreement;

MIH means MIH Brazil Participaes Ltda.;

Parties means the Company, MIH and the Sellers; and Party means any of them;

Person means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof;

Purchase Price has the meaning set forth in Section 2.02 of this Agreement;

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