Exhibit 10.2
AGREEMENT TO ADVANCE FUNDS
This Agreement to Advance Funds (the "Agreement") is made on May 4,
2006 by and between Xxxxx Xxxxxxx, an individual, and Emerging Markets Holdings,
Inc., a Florida corporation (the "Company").
WHEREAS, the Company has filed a registration statement on Form SB-2,
and amendment thereto (collectively, the "Registration Statement"), with the
Securities and Exchange Commission (the "SEC") contemplating an offering of
500,000 shares of the Company's common stock at $1.00 per share (the
"Offering");
WHEREAS, the Company anticipates the fees and expenses relating to the
Offering will total approximately $100,000;
WHEREAS, the Company anticipates first paying such expenses from its
treasury;
WHEREAS, the Company acknowledges that the fees and expenses relating
to the Offering yet to be incurred may exceed the Company's available cash
balance; and
WHEREAS, as a director, officer and beneficial owner of shares of the
Company, Xx. Xxxxxxx desires the Company to continue to pursue the registration
of the shares and to conduct the Offering, NOW, THEREFORE, for and in
consideration of the promises and mutual covenants herein contained, and other
valuable consideration, the parties hereto hereby agree as follows:
1. Advancement of Funds.
(a) Advancement of funds up to $100,000. In consideration of the
Company's commitment to continue with the registration process
and to conduct and complete the Offering should fees and
expenses exceed the funds immediately available in its
treasury, Xx. Xxxxxxx hereby agrees to advance up to a total
of $100,000 for use towards fees and expenses relating to the
Offering, including, but not limited to, the legal,
accounting, filing and printing costs associated with the
Registration Statement.
(b) Further advances. Xx. Xxxxxxx further agrees to consider any
further requests for advancement of funds in excess of
$100,000, but advancement of any additional funds shall remain
subject to Xx. Xxxxxxx' sole discretion.
Requesting an Advance of Funds. Xx. Xxxxxxx shall advance funds upon
request of the Company upon disclosure of the Company's available cash balance,
expenses incurred in relation to the Offering to the date of the request, and a
reasonable projection of the anticipated fees and expenses to be incurred in
relation to the Offering within the 30 day period subsequent to the request.
Tracking Advanced Funds. In connection with each advance of funds by
Xx. Xxxxxxx to the Company, the parties shall execute a note in a form mutually
agreed upon.
No Interest on Advanced Funds. The funds advanced by Xx. Xxxxxxx shall
bear no interest nor entitle Xx. Xxxxxxx to any fees or any reimbursement other
than the face value of any outstanding notes.
Reimbursement of Advanced Funds. The Company shall reimburse Xx.
Xxxxxxx for the aggregate amount of any advances, as reflected by any notes
outstanding, upon release of the Offering proceeds from escrow upon consummation
of a merger or acquisition. The Company shall repay any advances pursuant to
this Agreement prior to reimbursing costs incurred in relation to the
consummation of the business combination.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement upon proper legal authority as of May 4, 2006.
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxx Xxxxxxx, an individual Xxxxxxx Xxxxxx, Chief Financial
Officer and Secretary
Emerging Markets Holdings, Inc.
