Agreement to Transfer Business Share
between
RTV GEMMA s.r.o., Akademika Bedrny 365. Hradec Krglove, ECO: 62065921
represented by Xxxxxx Xxxxxxxxx
as the "Transferor"
and
Global Television Networks TWC 0000 Xxxxxxxx, Xxx Xxxx
represented by: Offer Assis
as the "Beneficiary"
The Transferor is a partner in the RTV Gemma s-To. Corporation formed under the
laws of the Czech Republic; and recorded in the Commercial Register of the
District Commercial Court in Hradec Kralove Section C, folio. 7694, ICO-.
62065921
As resolved by the General Meeting of 1.4.1998 pursuant to paragraph 115 of the
Commercial Code, all partners expressed their consent with the transfer as
specified herein.
II
The Transferor owns a share in the RTV Gemma s.r.o. Corporation specified by the
ratio of the paid-up stock of 70 000, Corporation, which represents a share of
70% in the Corporation with 100,000 Kc of capital stock. The Transferor declares
that he is the sole- owner of the described share and that it is free and clear
of any lien or encumbrance.
III
The Transferor transfers a portion of his share represented by 44,000, -Kc
herewith on to the Beneficiary, who the said portion purchases and accepts as of
the date of this Agreement.
The new partner GTN declares concomitantly that he acknowledges the Corporate
Articles.
IV
The Parties also agree that the above described Transferor's share as the
subject of the transfer represents 44% of the Corporation share, and is being
transferred for the agreed price of 1,000,000 USD/one million dollars/. The
price will be paid at the final formal signing of this Agreement to the account
***. Within seven days of this signing of this GTN agreement the
Beneficiary will transfer $100,000 to the Transferor as a loan with one year
with annual interest at 6%.
The effect of the share transfer between the Transferor and the Beneficiary
commences on the day of signing this Agreement.
The effect of the share transfer on the Corporation commences on the day of
delivery of this Agreement to the Corporation.
This Agreement is executed in five counterparts each Party receiving one. The
balance will be used in processing the records in the Commercial Register.
The Parties affirm that this Agreement represents their true and free will in
witness thereof they set their hands at Praha this ___ day of _________19___
RTV GEMMA s.r.o GLOBAL TELEVISION NETWORKS
NETWORKS
Amendment to
Agreement on Future Agreement
Amendment to Agreement, dated March 30, 1998, among RTV Gemma, Ltd.
("Gemma"), registered in Hradec Kralove, A. Bedrny 366, ICO 620 65921; Global
Television Networks IWC ("GTN NY"), a HBC Company, with offices at 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and MAC TV, Ltd. ("MAC"), registered in
Kosice, Xxxxxxxxx 00, Xxxxxx xxxxxxxx, ICO 00618322.
WHEREAS, Gemma, GTN NY and MAC have entered into an Agreement on Future
Agreement, dated March 24, 1998 (the "Agreement"); and
WHEREAS Gemma, GTN NY and MAC now wish to clarify certain matters
contained in the Agreement;
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the adequacy of which is hereby deemed sufficient, the
parties agree as follows:
1. Once GTN New York has paid a monetary consideration of 44% of the Kc
1,000,000 registered capital of RTV Gemma, Ltd., GTN New York shall be the owner
of 44% of all the voting stock of RTV Gemma Ltd. and shall be entitled to 75% of
all profits of RTV Gemma, Ltd.
2. GTN NY shall have the right to so purchase 44% of all the voting
stock of RTV Gemma Ltd. and shall be entitled to 75% of all profits of RTV
Gemma, Ltd. whether or not the Council for Radio and Television Broadcast of the
Czech Republic approves any additional licenses.
3. All of the other provisions of the Agreement shall remain valid.
4. For a period of 180 days, none of the parties shall disclose the
terms of the Agreement, unless required by law, nor seek alternative partners
relating to the subject thereof.
IN WITNESS WHEREOF, the parties have set their hand as of the date first
above written.
RTV Gemma, Ltd Global Television Networks MAC TV, Ltd.
By: _________________ By: ___________________ By: ______________
Xxxxxx Xxxxxxxxx Offer Xxxxx Xxxxxx Dekanovsky
