CAPITAL CONTRIBUTION AGREEMENT
This CAPITAL CONTRIBUTION AGREEMENT (this "Agreement") dated April 10,
2002, by and between INFINICOM AB (publ), a Swedish company ("InfiniCom"), and
24HOLDINGS INC., a Delaware corporation ("24Holdings").
W I T N E S S E T H:
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WHEREAS, InfiniCom is the holder of a Loan Note dated December 31,
2001 for 5,361,735 Swedish Krona (the "Note"); and
WHEREAS, InfiniCom now wishes to contribute the unpaid portion of the
Note to 24Holdings as a capital contribution (the "Contribution");
NOW THEREFORE, the parties hereto agree as follows:
1. InfiniCom hereby contributes the Note to 24Holdings as a capital
contribution. InfiniCom agrees that such contribution shall act as a complete
forgiveness of all amounts due under the Note, thereby terminating any and all
rights held therein by InfiniCom, including without limitation all rights to
receive payments of principal and interest.
2. The parties hereto agree that in full consideration for such
capital contribution, 24Holdings shall issue and deliver to InfiniCom 10,660,679
shares of common stock, par value $0.001 per share, of 24Holdings.
3. Each of InfiniCom and 24Holdings hereby agrees to execute and
deliver such instruments and documents as may be reasonably required in order to
carry out the intent of this Agreement.
4. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware, exclusive of conflicts of laws
principles.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
INFINICOM AB (publ)
By: /s/ Claes-Xxxxx Xxxxx / Urban xxx Xxxxx
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Name: Claes-Xxxxx Xxxxx / Urban xxx Xxxxx
Title: Chairman / Managing Director
24HOLDINGS INC.
By: /s/ Lennart Orkan
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Name: Lennart Orkan
Title: Chairman
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