(Enet)
SHAREHOLDERS AGREEMENT
concluded between the following Parties:
E-Net Hungary Telecommunications and Multimedia Kft., (registered
under the laws of Hungary, and represented by Xxxx Xxxxx) having
its registered office at 1016 Budapest, Naphegy ter 8, hereinafter
referred to as "E-Net"
AND
Hungarian Teleconstruct Corp. (registered in Delaware and
represented by Xxxxxxx X. Xxx, President), having its registered
office at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, hereinafter
referred to as "HTEL"
hereinafter jointly referred to as the "Parties"
Whereas E-Net has been purchased by HTEL based on the Business
Share Purchase Agreement signed simultaneously with concluding the
present Agreement; now therefore the Parties have agreed on the
following terms:
Definition:
In this agreement the following expressions hall have the
following meanings:
:IPO" - "Initial Public Offering" of EuroWeb Rt. stock for trading
as an "Rt." listed on the Budapest Stock Exchange.
"EuroWeb" - EuroWeb Rt. a stock company to be established or/and
acquired by HTEL.
"closing the acquisition" - means the execution (signing by the
relevant Parties) of the Business Share Purchase Agreement and the
Shareholders Agreement.
"Due Diligence process - means the investigation of the Company
made by HTEL according to the Memorandum of Understanding.
I. Preliminaries
1. The Parties have signed the Memorandum of Understanding
(hereinafter referred to as MoU) on 6 December 1996, in order to
set forth the basic terms of the acquisition of the Company. This
agreement has been prepared according to the agreed terms of MoU,
which document still forms an integral part of the consensus of
the Parties.
2. HTEL escrowed on 9 December 1996, US$ 200,000 in cash funds
and shall cause to issued into an escrow account $150,000 USD of
HTEL common stock prior to 9 January 1997. All funds and stocks
are to escrowed with the law offices of Sarkadi and Xxxxx, 0000
Xxxxxxxx, Xxxxx Xxxxxx U.55. The HTEL stock will be held in escrow
by a party named by E-Net, namely Xxxxx Xxxx.
II. Terms:
1. HTEL shall escrow $200,000 USD in cash with the law offices of
Sarkadi and Xxxxx, 0000 Budapest, Xxxxx Xxxxxx U.55, on 6 December
1996, and $150,000 in shares of HTEL common stock mentioned above
in paragraph 2, "Preliminaries" by 2 January 1977 at the party
named by E-Net above (paragraph 2, "Preliminaries"). Closing of
the acquisition by signing of the Sale and Purchase Agreement,
Option Agreement and Shareholders agreement shall be completed by
17th of December 1996.
2. HTEL shall transfer to the owners of E-Net $200,000 USD in
cash at the date of closing of the acquisition of E-Net.
2.1 If the buyer fails to hand over the stock certificates to the
seller on or before 9 January, 1997, the ownership right is not
transferred to the buyer and the seller shall be authorized to
terminate the Business Share Purchase Agreement, Option Agreement,
and Shareholders Agreement without any compensation to the buyer,
and seller shall be entitled to keep the already paid $200,000 USD
as the amount of indemnification.
3. At the closing of the IPO HTEL will issue $150,000 USD of
stock in EuroWeb to the owners of E-Net. HTEL will endeavor to
complete the IPO no later than 15 May, 1997. If HTEL fails to
complete the IPO by 15 May 1997, the owners of E-Net will be
issued the $150,000 USD of escrowed stock in HTEL. During the
subscription period of the IPO the HTEL stock will be fully
convertible to EuroWeb stock consistent with the terms of the IPO.
If the HTEL stock has not been converted for EuroWeb shares, upon
being issued the $150,000 USD of EuroWeb stock, the seller agrees
to surrender to HTEL the said shares of HTEL stock.
4. The owners and immediate families of the owners of E-Net agree
to a "non compete" clause that prohibits them from entering into
or engaging in the establishing of, ownership in, or management
of, an Internet service provider company, except EuroWeb, in
Hungary for a period of five years(5) from the closing date of
this Agreement.
5. The staff of E-Net will be interviewed by HTEL and HTEL will
make a best effort to hire as many staff members of E-Net as
feasible.
6. Xxxxx Xxxx agrees to join the management team of EuroWeb and
enter into a separate management agreement with Euro Web.
7. All assets, shares, and liabilities of E-Net either owned,
leased, or loaned will transfer to HTEL upon closing of the
acquisition.
8. The current owners of E-Net will be offered a seat on the
Board of Directors of EuroWeb Rt. Compensation for serving on the
Board of Directors will be in the form of stock options to
purchase shares of EuroWeb and shall be awarded at the discretion
of the Board of Directors.
9. The acquisition of E-Net by HTEL shall remain confidential
information by all parties until the closing of the acquisition.
III. Disbursement of funds and transfer of stocks and assets.
1. Upon signing of the final Shareholders Agreement and Business
Share Purchase Agreement the $200,000 USD of escrowed funds will
be released to the current owners of E-Net and all assets of E-Net
will be transferred to the ownership of HTEL.
2. At the closing of the IPO of EuroWeb HTEL will issue $150,000
USD of stock in EuroWeb to the current owners of E-Net consistent
with the IPO. HTEL will endeavor to complete the IPO no later than
15 May 1997. If HTEL fails to complete the IPO by 15 May 1997. If
HTEL fails to complete the IPO by 15 May 1997 the current owners
of E-Net will be issued the $150,000 USD of escrowed common stock
in HTEL. During the subscription period of the IPO the HTEL stock
will be fully convertible to EuroWeb stock consistent with the
terms of the IPO. If the HTEL stock has not been converted for
EuroWeb shares, upon being issued the $150,000 USD of EuroWeb
stock, the seller agrees to surrender to HTEL the said shares of
HTEL stock.
IV Closing Provisions
1. Parties warrant that the information they gathered during due
diligence they will keep as business secrets and will not make it
known to any third party. The obligations of confidentiality in
this article shall survive the termination of this agreement.
2. The individual person signing this agreement on behalf of HTEL
confirms by his signature that he is fully entitled and allowed to
represent the HTEL, that no further signatures are required to
constitute an agreement legally binding to HTEL. The Parties
hereto warrant that the officers mentioned below have the signing
and representation authority to conclude the present agreement.
3. This agreement remains in force until December 31, 1997 or for
the period as far as the current owners of E-Net own EuroWeb
shares, whichever is later.
4. If HTEL or the current owners of E-Net breach this agreement
or fail to meet their respective obligations under this agreement,
then HTEL or the current owners of E-Net are entitled to seek all
manners of relief proportional to the damage suffered by the
injured party.
5. This agreement is governed by Hungarian law. The agreement is
duly signed in two copies in English.
This Agreement comes into force on the date of signing by the
Parties.
December 19, 1996, Budapest
For and on behalf of HTEL For and on behalf of E-Net
/s/ Xxxxxxx X. Xxx /s/ Xxxxx Xxxx .
ichard X. Xxx, President
Xxxxx Xxxx, Global Net Kft.
/s/ Xxxxx Xxxxx .
Gabor Xxxxx, Xxxxx Rt.
BUSINESS SHARE PURCHASE AGREEMENT
concluded between the following Parties:
The current owners identified as Global Net Hungary Kereskedelmi
es Kommunikacios Korlatolt Felelossegu Tarsasag (Fo u. 12., 7400
Kaposvar) and Xxxxx Reszventarsasag (Ergrossy u. 20., 1149
Budapest), of E-Net Hungary Telecommunications and Multimedia,
Kft., (registered under the laws of Hungary, and represented by
Xxxxx Xxxx) having its registered office at 1016 Budapest, Naphegy
ter 8 as seller hereinafter referred to as "Seller"
AND
Hungarian Teleconstruct Corp. (registered in Delaware and
represented by Xxxxxxx X. Xxx, President), having its registered
office at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, as buyer,
hereinafter referred to as Buyer" or "HTEL."
hereinafter jointly referred to as the "Parties."
Definitions:
In this Agreement the following expressions hall have the
following meanings:
"closing the acquisition" - means the execution (signing by the
relevant Parties) of the Business Share Purchase Agreement and the
Shareholders Agreement.
"Due Diligence process" - means the investigation of the Company
made by HTEL according to the Memorandum of Understanding.
"Memorandum of Understanding" - means the agreement signed by the
Parties on December 6, 1996, hereinafter referred to as MoU
"Company" - means E-Net Hungary Telecommunications and Multimedia,
hereinafter referred to as "E-Net" or "Company."
OBJECT OF PURCHASE
1. The Seller is the sole owner of E-Net Hungary
Telecommunications and Multimedia having its registered office at
1016 Budapest, Naphegy ter 8. and registered by the Municipal
Court of Budapest, as Court of Registration at registration number
01-09565274.
The stock capital of the Company is 1,000,000 HUF, (in words one
million Hungarian forints), which has been paid up in total for
the Company.
2. The Seller warrants that it is the sole owner of the Company
and its proprietary ratio corresponds to the figure given in
Article 1. The Seller warrants that it has the full and
unconditional right of disposal to the shares, hereinafter
referred to as the "business shares" and that no other party has
any right whatsoever to an ownership in the Company.
PURCHASE
3.1 The Seller hereby undertakes to sell and the Buyer hereby
undertakes to purchase all the business shares in the Company free
from all liens, charges, encumbrances and other third party rights
of any nature and together with all rights of any nature
whatsoever now or hereafter attached to them.
3.2 Dividend, if any, for the Financial Year 1996 will be for
the benefit of the Buyer.
PAYMENT OBLIGATION OF THE BUYER
4.1 The amount of $350,000 USD (in words: three hundred fifty
thousand US dollars) is agreed as the purchase price of the
business shares.
4.2 Buyer has escrowed $200,000 (in words: two hundred thousand
U.S. dollars to the bank account of Sarkadi and Xxxxx Law Office
(as Bailee) on December 9, 1996. Based upon the execution of the
Business Shareholders Agreement and the Shareholder's Agreement,
the seller is authorized to receive the escrowed $200,000 USD in
cash as the first part of the purchase price no later than 18
December, 1996. The second part of the purchase price, the
$150,000 USD of escrowed HTEL stock, shall be surrendered to the
seller according to the terms of the Option agreement attached
hereto. All parties agree to the terms of the Option Agreement.
4.3 The Buyer obtains the exclusive ownership right to the
business shares on January 2, 1997.
WARRANTIES
5. The Seller warrants in respect of the Company as follows:
5.1 The Seller is the legal and beneficial owner of the business
shares free from all encumbrances or claims whatsoever created by
or through the Sellers.
5.2 The Company has been investigated by the Buyer under the
process of Due Diligence, as stipulated in the Memorandum of
Understanding. Buyer was entitled to make a thorough examination
of the Company. Seller warrants that information's received by the
Buyer under the process of Due Diligence are correct.
5.3 The Company warrants the E-Net Hungary Telecommunications
and Multimedia is a legal Kft. under Hungarian statutes.
LIMITATION OF LIABILITY
6. The Seller and Buyer jointly indemnify each other for any
established damages which may arise out of or in connection with a
breach of the above-mentioned warranties stipulated under Article
5.
MISCELLANEOUS
7. In the case that further contractual documents are necessary
for the purpose of execution of the Purchase Agreement the Parties
undertake to issue and sign the obligatory documents in the
required form. Parties agree that the duly signed extract of the
present agreement shall be handed over to the Court of
Registration.
8. This Agreement shall be governed by the laws of Hungary.
9. Any dispute, controversy or claim arising out of or in
connection with this Agreement or the breach, termination or
invalidity thereof shall be finally settled by arbitration in
Arbitration Court organized at the Hungarian Chamber of Commerce,
in accordance with its rules. The tribunal shall be composed of
three arbitrators. The language to be used in the proceedings
shall be English.
10. The individual person signing this agreement on behalf of
the Buyer confirms by his signature that he is fully entitled and
allowed to represent the Buyer, that no further signatures are
required to constitute an agreement legally binding to the Buyer.
The Parties hereto warrant, that the officers mentioned below have
the signing and representation authority to conclude the present
agreement.
11. The Buyer hereby declares the acknowledgment and the
acceptance of the terms of the Memorandum of Understanding and
payment obligations shall be arranged according to the agreed
terms.
12. Simultaneously with concluding the present Business Share
Purchase Agreement the Shareholders Agreement is concluded by the
Parties which regulate future cooperation of the present Parties
and the Company.
13. With the exception of the Memorandum of Understanding signed
by the Parties in December 6, 1996 mentioned in article 12 above,
other documents made earlier in the subject of sale (minutes,
memorandums, etc.) are regarded invalid with the signing of the
present Agreement and exclusively the directions of the Business
Share Purchase Agreement, Option Agreement, Shareholders Agreement
and MoU are authoritative to their legal relationship. Any
modifications of the Agreements may be done in written form only,
any verbal amendment and modification will not be effective.
14. This Agreement is binding for the Parties and enters into
force upon signing by both Parties. The Seller is authorized to
cancel immediately this Agreement without any compensation to the
Buyer if the Buyer does not fulfill its obligations stipulated in
the agreements listed above in 13.
15. Parties warrant that the information they gathered they will
keep as business secrets and will not make them known to a third
party. The obligations of confidentiality in this article shall
survive the termination of this agreement.
16. Costs which arise out of or in connection with the execution
of this Agreement in the Court of Registration shall be borne by
the Company. The costs and fees for legal consultation shall,
however, be borne by each Party itself.
The Parties to the Agreement have read the present Agreement and
have interpreted it collectively and have properly signed four
copies in English in simultaneous presence of two witnesses as
being completely in agreement with their will.
December 19, 1996
/s/ Xxxxx Xxxx /s/ Xxxxxxx Xxx
Xxxxx Xxxx, Global Net Kft. Xxxxxxx Xxx, HTEL
Before Us as witnesses:
Name: Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxx
Address: Budapest iiii Address: Xxxx, 2091
Bartok 8 u 52 Xxxxxx 4.3
OPTION AGREEMENT
In order to secure payment of a portion of the consideration
for the acquisition from the owners of E-NET of the stock of
Hungarian Teleconstruct ("HTEL") as the purchaser, has deposited
with the owners of E-NET, 60,000 shares of HTEL common stock,
(with an aggregate value of $150,000 USD based on a price of $2.50
USD per share), hereinafter referred to as the "Escrow Shares."
The Escrow Shares shall be delivered to the owners of E-NET on 15
May 1997 in the event that EuroWeb Rt. has not completed the
registration of its shares with the Budapest Stock Exchange for an
initial public offering as is contemplated in the Business Share
Purchase Agreement dated as of 17 December.
1. Call Option for Escrow Shares: the owners of E-NET hereby
grants to HTEL, or its nominee, the right to purchase (the "Call
Option") all of the Escrow Shares from the owners of E-NET at an
aggregate cash price of $150,000 USD, or in exchange for the
number of shares of EuroWeb Rt. that have an aggregate value equal
to $150,000 USD consistent with the terms of the IPO. The Call
Option may be exercised only pursuant to the terms and conditions
herein stated.
a) The Call Option for cash, 1., may be exercised by HTEL only
during the period of 15 May 1997 to 30 October 1997. Thereafter
the cash payment Call Option, 1.(i), if not exercised as provided
for herein, shall expire and shall be of no further force and
effect.
b) In the event that HTEL elects to exercise its rights to
purchase the Escrow Shares pursuant to 1. for cash payment, HTEL
shall provide written notice to E-NET of the exercise of its
rights a minimum of 5 days prior to the effective purchase date
(the "Cash Purchase Date").
c) HTEL shall authorize payment to E-NET or its designated
representative within 15 days of the Cash Purchase Date. Payment
shall be made by HTEL to E-NET or its designated representative in
USD through a deposit of good funds in a commercial bank selected
by E-NET against tender to the bank of the Escrow Shares by E-NET.
d) HTEL may exercise the Call Option in exchange HTEL shares
for shares of EuroWeb Rt. only during the period of the IPO. All
terms of the exchange are to be consistent with the terms of the
IPO. The exchange of EuroWeb shares for HTEL shares shall be in an
aggregate value of $150,000 USD. The rights of HTEL shall be
exercisable only as of the date that the securities broker,
dealer, or underwriter selected by EuroWeb Rt. notifies HTEL and
all the owners of E-NET that all conditions for the initial public
offering of stock have been satisfied..
e) In the event that HTEL elects to exercise its rights to
exchange the Escrow Shares pursuant to 1.d. HTEL shall provide
written notice to the owners of E-NET of the exercise of its
rights a minimum of 15 days prior to the Exchange Date. On the
Exchange Date, EuroWeb Rt. shall issue and deliver the requisite
shares EuroWeb Rt. stock to the owners of E-NET. Shares of EurWeb
Rt. shall be free and clear of all liens and encumbrances other
than restrictions on sale as may be imposed by the Shareholder
Agreement of the underwriter.
f) In the event that HTEL elects to exercise its rights for
cash 1.(i) or in exchange for shares of EuroWeb Rt. pursuant to
1.(ii), the purchase shall include all of the Escrow Shares.
2. Put Option for Escrow Shares: HTEL hereby grants to the owners
of E-NET or its nominee, the right for the owners of E-NET to put
(the "Put Option") all of the Escrow Shares to HTEL at a cash
price of $150,000 (USD$) to the owners of E-NET. The Put Option
may be exercised only pursuant to the terms and conditions herein
stated.
a) The Put Option may be exercised by owners of E-NET only during
the period of 1 July 1997 to 30 October 1997. Thereafter the Put
Option shall expire and shall be of no further force and effect
except as provided for in section 2.e) herein.
b) In the event that E-NET elects to exercise its rights to put
the Escrow Shares to HTEL, E-NET shall provide written notice to
HTEL of the exercise of its rights a minimum of 5 days prior to
the effective purchase date (the "Put Purchase Date").
c) HTEL, upon receipt of notice from owners of E-NET that the
owners of E-NET has elected to exercise its option to put the
Escrow Shares, shall authorize payment to the owners of E-NET,
within 15 days of the Put Purchase Date. Payment shall be made by
HTEL to owners of E-NET in the amount of $150,000 USD through a
deposit of good funds in a commercial bank selected by E-NET
against tender to such bank of the Escrow Shares by E-NET.
d) In the event that the owners of E-NET shall have received
timely written notice from HTEL in accordance with the terms of
this Agreement, and prior to having received notice from the
owners of E-NET as provided in 2.a or 2.b, to the effect that HTEL
has elected to exercise its rights pursuant to the Call Option,
1.(i) or 1.(ii), 1.(ii), exercise of the Put Option by E-NET shall
be suspended. The suspension shall be lifted in the event that
HTEL defaults on the conditions set forth in sections 1.c) and
1.d) of this Agreement.
e) In the event that HTEL defaults in its obligations under 1.c),
1.d) or 2.c) than the Put Option rights shall be extended for 90
additional days from the date of such default.
Agreed and Accepted
Hungarian Teleconstruct
/s/ Xxxxxxx Xxx
By: Xxxxxxx Xxx
E-NET
/s/ Gabor Xxxxx, Xxxxx Rt.
By: Xxxxx Xxxxx
/s/ Xxxxx Xxxx
By: Xxxxx Xxxx
