AGREEMENT RE DISTRIBUTIONS

Exhibit 10.4

AGREEMENT RE DISTRIBUTIONS

THIS AGREEMENT REGARDING DISTRIBUTIONS is made and entered into this 16th day of December, 2015, among Xxxxxxx, Xxxxxx & Co., a Florida professional association with offices at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000, (“Accounting Firm”), Infinite Conferencing Partners, LLC, a Florida limited liability company with offices at  0000 Xxxxxxx Xxxx Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000 (the “Company”) and Infinite Conferencing, Inc., a Florida corporation with offices at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (“ICI”).

RECITALS

A.

The Accounting Firm and the Company are parties to that certain Agreement for Professional Engagement dated of even date herewith (the “Engagement Agreement”);

B.

ICI and the Company are parties to that certain Management Services Agreement dated of even date herewith, attached hereto as Exhibit A (the “Management Services Agreement”); and

C.

Both the Management Services Agreement and the Engagement Agreement provide for the Accounting Firm to account for revenues with respect to the Company’s operations in a Segregated Account, as such terms is defined in the Management Services Agreement and pay from such revenues amounts owed to the owners of the Company and to ICI.

NOW THEREFORE, in consideration of the mutual covenants herein contained and the foregoing recitals, which are hereby made part of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

Collection of Revenues.  The parties hereto agree that all the revenues of the Company shall be collected into the Segregated Account (as defined in the Management Services Agreement) in accordance with the terms of the Management Services Agreement until it terminates (and thereafter in accordance with instructions from the Company).  Notwithstanding the foregoing, those obligations under the Management Services Agreement which survive the termination thereof shall remain in full force and effect.  

2.

Distributions.  The Accounting Firm shall distribute the funds held in the Segregated Account to ICI and the Company’s members in accordance with the terms of the Management Services Agreement until it terminates (and thereafter in accordance with instructions from the Company). Notwithstanding the foregoing, those obligations under the Management Services Agreement which survive the termination thereof shall remain in full force and effect.  Notwithstanding the foregoing, the Accounting Firm has the right to deduct its fees, which fees may not be changed without the consent of the parties hereto, pursuant to the Engagement Agreement and to distribute any and all legal fees or other relevant expenses, as agreed upon among the parties hereto.

3.

Strict Compliance with Management Services Agreement.  Except as set forth in Section 2 hereof, the Accounting Firm shall not distribute any funds held in the Segregated Account other than in accordance with the Management Services Agreement, except upon joint written instructions executed by both ICI and the Company.

4.

Amendments.  No amendment or modifications of any term, provision or condition of this Agreement will be effective, unless in writing and executed by all parties hereto.  

[Signature Page to Follow]

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IN WITNESS HEREOF, the parties have executed this Agreement as of the day and year above written.

“Accounting Firm”

Xxxxxxx, Rossin & Co., a Florida professional association

By: /s/ Xxxx Xxxxxxxxx         

Name: Xxxx Xxxxxxxxx         

Title: Director                       

“Company”

Infinite Conferencing Partners, LLC, a Florida limited liability company

By: /s/ Xxxxxxx Xxxxxx             

Name: Xxxxxxx Xxxxxx

Title: Managing Partner

“ICI”

Infinite Conferencing, Inc., a Florida corporation

By: /s/ Xxxxx X. Xxxxxx          

Name: Xxxxx X. Xxxxxx

Title: Chief Executive Officer

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EXHIBIT A

MANAGEMENT SERVICES AGREEMENT

[Confidential information redacted]

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