Contract
Exhibit
10.6
AMENDMENT
TO SECURITIES EXCHANGE AGREEMENT
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* * *
THIS
AMENDMENT TO SECURITIES EXHANGE AGREEMENT (the
“Amendment”) dated as of May 11, 2007 by and among Power
of the
Dream Ventures, Inc. f/k/a “Tia V, Inc.”, having its principal place of business
located at 1095 Budapest, Soroksari ut 00-00, Xxxxxxxx xx Xxxxxxx (the
“Issuer”), Xxxx Xxxxxxxxxx, having an office at 0000 Xxxxxx
Xxxx, Xxxxx X, Xxxxxxxxx, Xxx Xxxx 00000 (“Issuer
Shareholder”), Vidatech Kft., a limited liability company organized and
existing under the laws of the Republic of Hungary with its registered office
located at 1095 Budapest, Soroksari ut 00-00, Xxxxxxxx xx Xxxxxxx (the
“Company”), and the former equity owners of the Company, each
of whom is set forth on the signature page of this Agreement (“Company
Equityholders”). Each, unless otherwise specifically identified, a
“Party” and, collectively, the
“Parties”).
R
E C I T A L S:
WHEREAS,
each of the Issuer, the Issuer Shareholder, the Company and the Company
Equityholders entered into a Securities Exchange Agreement dated as of March
16,
2007 (the “Agreement”); and
WHEREAS,
on and as of April 10, 2007, the Reorganization (as defined in the
Agreement) and the other documents and transactions contemplated by the
Agreement were consummated and closed (the
“Closing”);
WHEREAS,
it has become apparent that Section 9.1 of the Agreement provides
that
the Agreement automatically terminates if the Reorganization (as defined
in the
Agreement) has not been consummated by March 31, 2007;
WHEREAS,
it was always the Parties intentions to consummate the Reorganization
and the other documents and transactions contemplated by the
Agreement;
WHEREAS,
for the avoidance of doubt, the Parties wish to amend Section 9.1
of
the Agreement, nunc pro tunc, to extend the automatic
termination date until May 31, 2007; and
WHEREAS,
for the avoidance of doubt, the Parties wish to affirm and ratify
the
Agreement, and all of their respective rights and obligations therein, as
amended by this Amendment, and affirm and ratify the consummation of the
Reorganization, the Closing and all of the Parties’ respective rights and
obligations set forth in the respective documents and agreements delivered
at
Closing.
NOW,
THEREFORE, in consideration of the premises, mutual covenants and
conditions herein contained, IT IS HEREBY AGREED AS
FOLLOWS:
1
1. Amendment
to Section 9.1 of the Agreement. Section 9.1 of
the Agreement hereby amended to read, in its entirety, as follows:
“9.1 Termination
by either the Company or Issuer. This
Agreement may be terminated by either the Company or Issuer at any time if
there
has been a breach by the other of any representation, warranty, or covenant
which breach remains uncured for a period of 30 days following written notice
thereof given in accordance with Section
10.6 hereof. This Agreement may be terminated
at any time by the mutual consent of the Company and Issuer. This
Agreement shall automatically terminate if the Reorganization has not been
consummated by May 30, 2007. If this Agreement so terminates, all parties
hereto
shall be absolved from any claims or liabilities arising from and in connection
with this Agreement.”
2. Express
Affirmation of the Agreement; Ratification of Closing and Transactions and
Documents Contemplated Thereby. The Parties hereby
expressly affirm and ratify the Agreement, and all of their respective rights
and obligations therein, as amended by this Amendment, and ratify the
consummation of the Reorganization (as defined in the Agreement), the Closing
and all of the Parties’ respective rights and obligations set forth in the
respective documents and agreements delivered at Closing.
3. Except
as amended by this Amendment, the provisions of the Agreement shall otherwise
remain unchanged.
4. This
Amendment may be executed in one or more counterparts and by facsimile
signature, each of which shall be treated as an original, and all of which,
when
taken together, shall comprise one instrument.
IN
WITNESS WHEREOF, the Parties have hereunto set forth their respective
hands as of the date first above-written.
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The
Issuer:
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The
Company:
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|||||
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Power
of the Dream Ventures, Inc.
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Vidatech
Kft
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f/k/a
“Tia V, Inc.”
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By
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/s/ Viktor Rozsnyay |
By
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/s/ Xxxxxx Xxx, Xx. | |||
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Name:
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Viktor
Rozsnyay
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Name:
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Xxxxxx
Xxx, Xx.
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|||
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Title:
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President
& CEO
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Title:
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Managing
Director
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The
Issuer Shareholder:
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/s/
Xxxx
Xxxxxxxxxx
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/s/
Xxxx
Xxxxxxxxxx
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Xxxx
Xxxxxxxxxx
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Xxxx
Xxxxxxxxxx, in her capacities as former President and Secretary
of the
Issuer
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2
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EXCHANGE
AGENT (affirming and ratifying only as to the provisions of Section
6.8 of
the Agreement):
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| /s/ Xx. Xxxxx Xxxxxxxx | |
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Xx.
Xxxxx Xxxxxxxx
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The
Company Equityholders:
| /s/ Xxxxxx Xxx, Xx. | |
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Xxxxxx
Xxx, Xx.
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| /s/ Xxxxxx Xxx, Xx. | |
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Xxxxxx
Xxx, Xx.
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| /s/ Xxxxxxxx Xxxxx Besenyei | |
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Xxxxxxxx
Xxxxx Besenyei
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| /s/ Xxxxx Kira Xxxxxx | |
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Xxxxx
Xxxx Xxxxxx
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| /s/ Xxxxx Xxxxxxx | |
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Xxxxx
Xxxxxxx
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| /s/ Xxxxx Xxxxxxx Tamasne Szocs | |
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Xxxxx
Xxxxxxx Tamasne Szocs
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| /s/ Xxxxxxx Erdiczky | |
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Xxxxxxx
Erdiczky
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3
| /s/ Xxxxx Xxxxxxxx | |
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Xxxxx
Xxxxxxxx
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| /s/ Viktor Rozsnyay | |
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Viktor
Rozsnyay
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| /s/ Magdolna Nagyne Xxxxx | |
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Xxxxxxxx
Nagyne Sulya
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| /s/ Eva Rozsnyay | |
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Eva
Rozsnyay
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| /s/ Xxxxxx Xxxxxx | |
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Xxxxxx
Xxxxxx
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| /s/ Xxxxx Xxxxx | |
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Xxxxx
Xxxxx
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| /s/ Xxxxx Xxxxxxxx | |
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Xxxxx
Xxxxxxxx
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| /s/ Xxxx Xxxxxx | |
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Xxxx
Xxxxxx
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| /s/ Xxxxx Kiss | |
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Xxxxx
Kiss
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4
| /s/ Xxxxxx Xxxxx Kiss | |
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Xxxxxx
Xxxxx Kiss
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| /s/ Gabriella Kissné Xxxxx | |
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Xxxxxxxxx
Kissné Vályi
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| /s/ Xxxxx Xxxxx | |
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Xxxxx
Xxxxx
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| /s/ Xxxxx Xxxxxx | |
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Xxxxx
Xxxxxx
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| /s/ Xxxxx Xxxxxxxx | |
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Xxxxx
Xxxxxxxx
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| /s/ Xxxxxx Xxxxxxxx | |
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Xxxxxx
Xxxxxxxx
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| /s/ Xxxx Xxxxxx Xxxx | |
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Xxxx
Xxxxxx Xxxx
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| /s/ Xxxxx Xxxxxx | |
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Xxxxx
Xxxxxx
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| /s/ Xxxxxx Xxxx | |
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Xxxxxx
Xxxx
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