Syndicate Agreement
Exhibit
10.19
Entered
into by and between
Vidatech
Technológiai Kutató, Fejlesztő és Szolgáltató Kft. (1095
Budapest, Soroksári út 94-96., represented by XXX Xxxxxx Jr., Managing
Director),
XXXX
Xxxxx (1075 Budapest, Síp utca 5. II./3.) and XXXXX
Xxxxx (1078 Budapest, Xxxxx Xxxxxx utca 35. III./4.), as members of
in4 Számítástecnikai és Szolgáltató Kft. (1078 Budapest, Xxxxx
Xxxxxx utca 35. III./4.), as follows:
1.)
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Vidatech
Kft. agrees to provide a member’s loan amounting to HUF 48,000,000.-, say
Forty-eight million Forints to in4 Kft., in several instalments
by 31 May
2009, subject to a transactional interest corresponding to the
prime rate
of the bank of issue, with maturity of 31 May
2009.
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In4
Kft.
may request the member’s loan announcing its claim 20 business days prior to the
draw-down. In the event of a claim exceeding HUF 2,000,000.- a previous
reconciliation shall be required.
If
the
development under Clause 4 will be implemented, in4 Kft. shall not be obliged
to
repay the member’s loan, but it will carry out an increase of registered capital
by the member’s loan actually disbursed, increased with the interest, with agio,
in such a manner that Vidatech Kft’s interest (business quota) in in4 Kft. may
not exceed 40%.
2.)
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As
of 1 January 2008 Vidatech Kft. shall provide bookkeeping services
for in4
Kft. without compensation.
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3.)
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Any
sales of software will be arranged by Vidatech Kft. based on the
resolution of the members’ meeting of
in4.
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4.)
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XXXXX
Xxxxx and XXXX Xxxxx, members, agree to develop the application named
electronic on-line content organising and searching solution (software),
whose planned designation is
“eGlue”.
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The
software will be owned by in4 Kft.
XXXXX
Xxxxx agrees to provide, as Managing Director, for the full enforcement of
the
obligation of confidentiality against the subcontractors in the course of
the
development of the software.
5.)
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XXXXX
Xxxxx ensures for in4 Kft. the possibility to use the head office
without
compensation.
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6.)
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The
members agree not to raise any interim dividend or year-end dividend
from
in4 Kft. till 31 May 2009.
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7.)
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The
Parties declare that their aim is that in4 Kft. should become a
company
listed at a US stock exchange, and they will cooperate with each
other in
the interest thereof.
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/s/
Xxxx Xxxxx /s/ Xxxxx
Xxxxx
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/s/
Xxxxxx Xxx, Jr
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XXXX
Xxxxx and XXXXX Xxxxx in4 Kft.
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Vidatech
Kft. represented by XXX Xxxxxx Jr.
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