Funding Agreement December 2007
EXHIBIT 10.18
Our ref. 037817-0010 JLI/MDN
Funding Agreement | December 2007 |
Between
Svaneco Ltd. (BVI),
Sapiens Alliance (BVI),
Xxxxxxxx Asset Ltd. (BVI),
Bent Helvang Xxxxx ApS,
and
Bristol Worldwide Limited (BVI)
on the one side
and
Bark Corporation A/S
on the other side
Xxxxx, Law Firm | Ny Xxxxxxxxxxxxx 00 | XX-0000 Xxxxx C | T, x00 0000 0000 | F, x00 0000 0000 | xxxxx-xxx.xxx
Contents
1. | Introduction | 4 |
2. | Funding commission | 4 |
3. | Registration of new shares | 5 |
4. | Choice of law and arbitration | 5 |
5. | Counterparts | 6 |
6. | Signatures | 6 |
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On the date set out herein below the following
Svaneco Ltd. (BVI)
x/x Xxxxx
Xxxxxxxxxxxxxx 0,
XX
00000 Xxxxxxxxx
Xxxxxxx
and
Sapiens Alliance (BVI)
x/x Xxxxxxxxx
Xxxxxxxxxxxxxx 0,
XX
00000 Xxxxxxxxx
Xxxxxxx
and
Xxxxxxxx Asset Ltd. (BVI)
Trident Cambers
PO Box
146
Road Town, Tortola
British Virgin Islands
and
Bent Helvang Media ApS
CVR no. 76948216
c/o Bent
Helvang
Xxxxxx 0
0000 Xxxxxx Xxxxxx
Xxxxxxx
and
Bristol Worldwide Limited (BVI)
BVI company number:
1396891)
(hereinafter jointly referred to as the "Funding Partners")
and
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Bark Corporation A/S
CVR no. 29 93 51 06
Sølvgade 10,
5.
1307 Copenhagen K
Denmark
(hereinafter referred to as the "Company")
have entered into this funding agreement on the terms and conditions set out below (hereinafter referred to as the "Agreement").
WHEREAS |
the Funding Partners have jointly established the Company with the aim to list the Company on the OTCBB and subsequently obtain a listing permit for the American Stock Exchange, AMEX. |
| |
WHEREAS |
prior to the listing, an initial fund raising is required and the Funding Partners have agreed that each Funding Partner shall contribute to such funding on the terms and conditions set out in this Agreement. |
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1. |
Introduction |
| |
1.1 |
Acting on behalf of the Company, the Funding Partners shall solicit for third parties to subscribe for shares at a minimum subscription price of USD 2.5 per share of a nominal value of DKK 0.055. The Funding Partners shall not act as agents or intermediates, but merely as providers of a commercial contact between the Company and potential new shareholders. |
| |
1.2 |
The Funding Partners agree that the solicitation for new shareholders shall be limited to a total number not exceeding 100 investors to ensure that the Company will not be obliged to issue a prospectus pursuant to relevant EU and Danish rules and regulations on public offerings for the subscription of shares. |
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1.3 |
The Funding Partners further agree that the employees of the Company shall be offered to subscribe for shares. No Funding Partner shall receive any commission for the shares subscribed by any employee or existing shareholder of the Company or any subsidiary of the Company. |
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2. |
Funding commission |
| |
2.1 |
The Funding Partners agree that Xx Xxxxx Xxxxxx shall receive a commission of twenty percent (20 %) of the net proceeds received by the Company for |
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any subscription for shares subscribed by third party shareholders provided by Xx Xxxxx Xxxxxx.
2.2 |
As for the remaining Funding Partners, the commission receivable shall be ten percent (10 %) of the net proceeds received by the Company. |
2.3 |
Upon the Company receiving the net proceeds from the share subscription, the Company shall pay the commission amounts to the Funding Partners upon presentation of relevant vouchers. The Company is obliged to inform the Funding Partners in writing when receiving cash amounts in respect of share subscriptions. |
2.4 |
The commission percentages stated in this Clause 2 shall constitute the entire expense incurred by the Company in the course of the share subscription, and the Funding Partners shall cover all costs, expenses and disbursements incurred in relation to the share subscription. |
3. |
Registration of new shares |
3.1 |
Following receipt of the net subscription amounts, the Company shall procure that the necessary corporate actions are taken and records drawn up and filed with the Danish Commerce and Companies Agency. Further, the Company shall draw up and complete the register of shareholders to reflect the issue of new shares to the subscribers for shares. |
3.2 |
The Company is obliged to issue share certificates which certificates will be delivered directly to the new shareholders. |
4. |
Choice of law and arbitration |
4.1 |
This Agreement shall be governed by and construed in accordance with the laws of Denmark to the exclusion of the Danish conflict of law rules (no renvoi). |
4.2 |
Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination hereof, shall be settled by arbitration in accordance with the Rules on Arbitration Procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced. |
4.3 |
The place of arbitration shall be Copenhagen, and the language of the arbitration proceedings shall be English. |
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5. |
Counterparts |
5.1 |
This Agreement has been executed in six (6) counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. |
6. |
Signatures |
On behalf of Svaneco Ltd. (BVI): | On behalf of Sapiens Alliance (BVI): | |
/s/ Xxxxxx Xxxxx | /s/ Xxxx Xxxxxxxxx | |
Name: Xxxxxx Xxxxx | Name: Xxxx Xxxxxxxxx | |
Date: | Date: | |
Place: | Place: | |
On behalf of Xxxxxxxx Asset Ltd. (BVI): | On behalf of Bent Helvang Media ApS: | |
/s/ Xxxxx Xxxxxx | /s/ Bent Helvang | |
Name: Xxxxx Xxxxxx | Name: Bent Helvang | |
Date: 6/12/07 | Date: /s/ 6/12. 2007 | |
Place: Copenhagen | Place: Bark Cph. Selvgade 10. | |
On behalf of Bristol Worldwide Limited: | ||
/s/ Anders Hageskov | ||
Name: Anders Hageskov | ||
Date: 6/12/07 | ||
Place: CPH | ||
On behalf of Bark Corporation A/S: | ||
/s/ Bent Helvang | /s/ Xxxxxx Xxxxx | |
Name: Bent Helvang, board member | Name: Xxxxxx Xxxxx, board member | |
Date: 6.12.2007 | Date: | |
Place: | Place: |
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