Exhibit 10.62
Translated From Japanese
MEMORANDUM
H Capital (Hereinafter The Creditor) and SG Telecom, Inc., (Hereinafter The
Debtor) and INFORIDGE, Inc. (Hereinafter INFO) IA Partners, Inc. (Hereinafter
IA), Global Hotline, Inc. (Hereinafter GHL), Xxxxxx Xxxx (Hereinafter a Joint
Guarantor), Kyo Nagae (Hereinafter The Joint Guarantor), Xxxxxxxx Xxxxxxxx
(Hereinafter a Joint Guarantor), and Xxxxxx Xxxxxxx (Hereinafter a Joint
Guarantor) have signed this Memorandum concerning the Loan Agreement
(Hereinafter The Agreement) that was signed among The Creditor and The
Guarantors on February 25, 2009.
Article 1 (The feasible amount)
The Creditor has deliberately examined the situations of business progress with
The Debtor, INFO, IA, GHL, and then determined to consider loaning them up to
300 million yen with The Agreement signed on February 25, 2009 as the first
phase of the loan execution. But, if any party violates this Agreement or this
Memorandum, this does not apply.
Article 2 (The declaration of facts)
1. The Debtor, INFO, IA, GHL, and The Joint Guarantors, as of February 25,
2008, declared that none of INFO, IA, nor GHL has unlisted liability.
2. The Debtor, INFO, IA, GHL, and The Joint Guarantors declared that neither of
The Debtor nor INFO had liability with interests and that they were not
guaranteeing any liability of any third party, as of March 2nd, 2009 when
they repaid to Sumitomo Mitsui Bank.
Article 3 (Entrusting of accounting procedure)
The Debtor, INFO, IA, GHL, and The Joint Guarantors shall, at the same time as
they sign The Agreement, submit their bankbooks, their officially registered
seals, and their seals registered with their banks, and entrust all accounting
procedures of The Debtor, INFO, IA, and GHL with The Creditor. Furthermore, they
are prohibited from practicing the accounting procedures without The Creditor's
consent.
Article 4 (Replacement of Directors)
The Debtor, INFO, IA, GHL, and The Joint Guarantors have agreed, concurrently
with their signing The Agreement, that majority of the directors of The Debtor,
INFO, IA, GHL shall be replaced with the people that The Creditor shall
designate.
Article 5 (Collateral of Transferred Shares)
The Debtor, INFO, IA, GHL, and The Joint Guarantors have agreed that all the
shares that The Debtor, INFO, IA, and GHL have issued shall be pledged as
collateral for the transferred shares. Furthermore, The Contract on Security of
Transferred Shares shall be signed between the existing shareholders and The
Creditor concurrently with signing The Agreement.
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Article 6 (Information on The Debtor, INFO, IA , and GHL)
1. The Debtor, INFO, IA, GHL, and The Joint Guarantors, if requested by The
Creditor, shall disclose the personal or corporate information on The
Debtor, INFO, IA, GHL, and The Joint Guarantors within three (3) business
days.
2. The Debtor, INFO, IA, GHL, and The Joint Guarantors, after they signed The
Agreement, shall submit the following materials within three (3) business
days to respond to The Creditor's request:
1) Monthly trial balance sheet
2) Statement of cash receipts and disbursement (6 months track record and
estimate)
3) Balance of bank loan
4) Bills to every debtor concerning accounts receivable
5) Assets breakdown
6) Bankbooks
7) All agreements and materials concerning businesses
Article 7 (Acceleration)
The Debtor, INFO, IA, GHL, and The Joint Guarantors, in the event of one of the
following, shall lose benefit of time and thus repay the debts provided in The
Agreement in lump sum.
1. Any of The Debtor, INFO, IA, GHL, and The Joint Guarantors has violated any
clause of either The Agreement or this Memorandum
2. The information that The Creditor obtained from any of The Debtor, INFO, IA,
GHL, or The Joint Guarantors in accordance with this Memorandum has proved
to be different from the actual situation
3. Gaps have occurred to the funding plan sheet that The Debtor, INFO, IA, GHL,
and The Joint Guarantors have submitted to The Creditor, and they have
fallen to extremely difficult situation in which they operate their
businesses
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IN WITNESS HEREOF, nine (9) copies of this Memorandum have been executed to
each of which each party shall affix its own name and seal, and each party must
retain a copy.
February 25, 2009
The Creditor: Xxxxx Xxxxxxxx, The Representative Director [Seal]
H Capital, Inc.
1-2-31 Oyama-dai,
Setagaya-ku, Tokyo
The Debtor: Xxxxxxxx Xxxxxxxx, The Representative Director [Seal]
SG Telecom, Inc.
11F Nishi-Shinjuku Showa Bldg. 1-13-12 Nishi-Shinjuku,
Shinjuku-ku, Tokyo
INFO: Xxxxxx Xxxx, The Representative Director [Seal]
INFORIDGE, Inc.
11F Nishi-Shinjuku Showa Bldg. 1-13-12 Nishi-Xxxxxxxx,
Xxxxxxxx-xx, Xxxxx
IA: Xxxxxx Xxxx, The Representative Director [Seal]
IA Partners, Inc.
11F Nishi-Shinjuku Showa Bldg. 1-13-12 Xxxxx-Xxxxxxxx,
Xxxxxxxx-xx, Xxxxx
GHL: Xxxxxx Xxxx, The Representative Director [Seal]
Global Hotline, Inc.
11F Nishi-Shinjuku Showa Bldg. 1-13-12 Nishi-Shinjuku,
Shinjuku-ku, Tokyo
A Joint Guarantor: Xxxxxx Xxxx [Seal]
403 THE Palms Yoyogi 3-chome, 3-13-10 Yoyogi,
Shibuya-ku, Tokyo
A Joint Guarantor: Kyo Nagae [Seal]
2-26-0 Xxxxx,
Xxxxxxxx-xx, Xxxxx
A Joint Guarantor: Xxxxxx Xxxxxxx [Seal]
2-28-8 Xxxxx Xxxxxx,
Xxxxxxx-xx, Xxxxx
A Joint Guarantor: Xxxxxxxx Xxxxxxxx [Seal]
406 Grand Park Hatsudai, 1-29-10 Hatsudai,
Shibuya-ku, Tokyo
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