Exhibit 10.31
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The following is a fair and accurate English translation of the original
contract.
AGREEMENT
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BETWEEN
XXXXX XXXXX, 00 XXXXX XXXX, XXXX, XXXXXXX,
AND BIRAND LTD AND TELEINVEST LTD., XXXXXXX/LOM
AND HIS DIRECTLY INDIRECTLY HELD COMPANIES
INSOFAR AS THEY WERE AND STILL ARE INVOLVED IN UTG MATTERS,
REPRESENTED BY X. XXXXX
AND
UTG COMMUNICATION INT. INC.
AND THE WHOLE GROUP
00 XXXXXXX XXXXXX
XXXXXXXXXX, XX 00000, XXX
REPRESENTED BY X. XXXXX
PREAMBLE
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This agreement shall settle all disputes. Therefore the following was agreed:
1. All outstanding bills which have been billed by X. Xxxxx, Birand Ltd. or
otherwise are herewith declared null and void and there are no claims
outstanding.
2. The automobile Range Rover is being offered for free by UTG as of May 1,
1998 and taken over by TCG according to the attached agreement.
3. The monies for salaries and expenses in the amount of CHF 550.000 withdrawn
between February and October 1997 are accepted by UTG and no reimbursements
shall be made.
4. The equity interest in UTG Hungary and UTG Poland have been explicitly
transferred to X. Xxxxx pursuant to agreements with X. Xxxx and were
offered for purchase and transferred to Xx. Xxxxx against the assumption of
all liabilities. UTG Inc. shall not derive any claims with respect thereto
in the future.
5. With respect to the remaining points which needed clarification, such as
the facts of the whereabouts of the shares of UTGC at Telenor and Multicom
of Interfinance and the valuation of the assets of Multicom as of April 1,
1997 in the amount of approximately BF 840,000.00, Xx. Xxxxx shall give
sufficient explanation. Xx. Xxxxx also agrees to be available for further
information. Any travel expenses shall be reimbursed by UTG.
6. X.X. Xxxxx voluntarily agrees to make funds available for the
reorganization of the Company without acknowledgement of any liability vis-
a-vis the UTG companies. In return, the management respectively the
supervisory body of the UTG group shall release Xx. Xxxxx from his
liabilities as a board member, director and chairman of the companies.
7. TeleInvest Ltd. herewith irrevocably assigns 300,000 (three hundred
thousand) shares of UTGC to the UTG group without compensation. These
shares are immediately transferred to UTG Comm. Int. Inc and X.X. Xxxxx
shall submit the respective certificates not later than May 31, 1998
together with a stock power issued by TeleInvest Ltd. and guaranteed by a
broker or a bank (Medallion Guarantee).
UTG had a stock split of 13:1 and gave TeleInvest Ltd. a three-year option
for 23,077 UTGC shares (twenty-three thousand and seventy-seven) for the
price of USD 15.00. All rights with respect to this stock split according
to Exhibit A shall remain with TeleInvest.
8. The parties herewith agree to collaborate in further projects. In the
event of future procurements of mergers and acquisitions and of single
business contacts a commission of 5% shall be paid and in the event of
wholesale business a commission on turnover, which shall be agreed upon on
a case-by-case basis.
9. The attached purchase agreement of 200'000 UTG shares between Interfinance
and X.X. Xxxxx / TeleInvest Ltd. forms an integrated part of this
agreement. Both agreements shall be effective upon signing.
10. All disputes arising in connection with this agreement shall be decided by
the courts of Zug. The applicable law shall be the Swiss Code of
Obligations.
For UTG Int'l. Inc. X.X. Xxxxx Birand Ltd. TeleInvest Ltd.
/s/ Xxxx Xxxxx /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
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for all the present and by power of by power of
former subsidiaries attorney attorney
2
PURCHASE AGREEMENT
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between
Xxxxx Xxxxx, TeleInvest Ltd.
00 Xxxxx Xxxx xxx Xxxxxxx Xxxxx
Xxxx, Xxxxxxx Business Center
Xxxxxxx / Isle of Man
Seller
and
Interfinance Inv. Co. Ltd.
Xxxxxxxx 00
0000 Xxxxxxxxxx
Buyer
1. The sellers agree to sell 200,000 shares of UTGC (respectively 15,384
shares after the split) for a lump sum of Fr. 50,000.00 (Fr. fifty
thousand) to the buyer. The options and other rights acquired with the
split shall remain with the sellers.
2. The full purchase price is to be paid at the time of the transfer of the
original shares (cash against delivery). These shares shall be delivered
together with the respective stock power. The signature thereof has to be
confirmed by a Medaillon Guarantee of a bank or of a broker. The payment is
to be made by certified check drawn to one of the major Swiss banks, made
out to the order of TeleInvest Ltd.
3. This purchase agreement shall be executed by May 31. 1998 and the shares
shall be irrevocably transferred pursuant to section 2.
4. The laws of Switzerland shall be applicable. The courts of Zurich shall
decide any disputes arising in connection with of this purchase agreement.
The Sellers The Buyer
Xxxxx X. Xxxxx Interfinance Inv. Co. Ltd.
/s/ Xxxxx X. Xxxxx /s/ Xxxx Xxxxx
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TeleInvest Ltd.
/s/ Xxxxx X. Xxxxx
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by power of attorney
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