JOINT VENTURE AGREEMENT
This Agreement is made as of this 14th day of December, 2004 by and between
Field Insights S.R.L, a company organized and existing under the law of Romania
and having its headquarters at Aleea ▇▇▇▇▇▇▇ ▇▇. ▇, ▇▇▇▇ ▇▇▇▇, ▇▇. B, Etaj ▇,
▇▇. ▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (hereinafter called "FI"), Spar Group
International Inc., a Nevada corporation, with an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ (hereinafter called "SPAR"), and ▇▇▇▇▇▇ ▇▇▇▇▇, a
Romanian citizen identified with Identity Card series DP no. 104864, Personal
Numerical Code 1771115100037, domiciled at Calea Dorobantilor nr. 73, Ap. 3,
▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇"),
WITNESSETH THAT:
WHEREAS, FI is engaged in the retail solution businesses in Romania, having a
wide range of clients and also having various knowledge and human resources with
respect to the retailing businesses in Romania;
WHEREAS, SPAR is engaged in the retail solution businesses in the USA, having
computer software useful for agency, assistance, instruction and reporting of
storefront activities and also having operational know-how with respect to such
software; and
WHEREAS, FI and SPAR are desirous of organizing a corporation to jointly conduct
retail solution businesses in Romania (hereinafter called "Territory").
NOW, THEREFORE, in consideration of the mutual covenants and agreement herein
contained, the parties hereto agree as follows:
CHAPTER I: ORGANIZATION OF THE NEW COMPANY
-------------------------------
Article l. Establishment
Promptly after the effective date of this Agreement, the parties hereto shall
cause a new company to be organized under the laws of Territory (hereinafter
called "SPAR Romania S.R.L." or "New Company"). Upon formation, New Company
shall become a party to this Agreement through approval by the General Meeting
of Shareholders of New Company and signature for acknowledgement of all original
copies.
Article 2. Business Purposes
The business purposes of the New Company shall consist of the following:
1. Provide retail merchandising and product demonstration services;
2. Agency, assistance, instruction and report of storefront sales activities;
3. Implementation of market research and analysis of results thereof;
4. Assembly of setups used for sales promotion;
5. Consulting regarding store management;
6. Development and sale of management system regarding retailing;
7. Designing and sale of database; and
8. Any and all businesses incidental or relating to any of the foregoing.
Article 3. Trade Name
The New Company shall be named in Territory as S.C. SPAR Romania S.R.L. and in
English as SPAR Romania Ltd.
Article 4. Location
The New Company shall have its headquarters at ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇, ap. 8, etaj 1, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
Article 5. Constitutive Act
The Constitutive Act of the New Company shall be in the form attached hereto as
Exhibit A.
Article 6. Capital
The total number of shares which New Company shall issue at incorporation shall
be fifteen thousand shares and the par value of each share shall be 100,000
Romanian lei. At the time of establishment of New Company, shares shall be
issued and fully subscribed by the parties hereto as follows:
o SPAR: 51% 7,650 social parts
o FI: 42% 6,300 social parts
o Tudor: 7% 1,050 social parts.
All the shares to be issued by New Company shall be nominal and ordinary shares.
2
Article 7. Payment
Each of the parties hereto shall pay in Romanian lei and in cash the amount
equivalent to its subscribed shares at par value upon issuance of the shares of
New Company.
CHAPTER II: PREPARATION OF ESTABLISHMENT OF THE NEW COMPANY
-----------------------------------------------
Article 8. Preparation of Establishment of the New Company
Each party shall take its role as described below for the preparation of the
commencement of New Company's business. All expenses in connection with this
Agreement, the setting up of the New Company and the preparation of the
commencement of New Company's business will be advanced by FI and/or SPAR and
reimbursed by the New Company if set up. If the joint venture is not completed,
each party will pay their own costs.
SPAR shall enter into New Company with a license agreement in the form attached
hereto as Exhibit B (the "License Agreement"). For reference, the License
Agreement includes the obligations of SPAR to:
1. localize and set up software provided by SPAR to work in Territory; and
2. consult on the organization of merchandising services; and
3. train the New Company's personnel in how to operate the merchandising
software; and
4. give advice on budgeting and development of each business plan
and FI shall
1. provide office and facility space to New Company under the terms of a supply
agreement described in Article 26 herein; and
2. arrange meetings with current clients to promote New Company's services
CHAPTER III: GENERAL MEETING OF SHAREHOLDERS
-------------------------------
Article 9. Ordinary and Extraordinary General Meeting
The Ordinary General Meeting of Shareholders shall be convened by resolution of
the Board of Directors and held in Territory or any other place that FI and SPAR
may agree within 3 months from the last day of each accounting period of New
Company.
3
An Extraordinary General Meeting shall be convened by a resolution of the Board
of Directors whenever deemed necessary.
Article 10. Quorum
A quorum of the General Meeting of Shareholders shall be the shareholders
present either in person or by proxy representing at least 51% of all the paid
share capital of New Company.
Article 11. Resolution
Except as expressly otherwise provided in the Constitutive Act of New Company or
this Agreement, all resolutions of the General Meeting of Shareholders shall be
adopted by the affirmative vote of Shareholders holding at least 51% of the
shares present or represented at meeting for which there is quorum.
Article 12. Important Matters
In addition to such matters as required by the Constitutive Act of New Company
or the applicable laws in Romania, any resolutions of the following matters by
the General Meeting of Shareholders require the affirmative vote of shareholders
representing at least two-thirds of the paid-in social capital:
1. any amendment or modification of the Constitutive Act;
2. increase, decrease or change of structure in the social capital, but only
subject to provisions of Chapter VI;
3. issuance of new shares or any other kind of equity securities or
instruments convertible into equity securities or the decision to undertake
a Public Offering (as defined on Article 30);
4. issuance of debentures;
5. transfer of any part or whole of business;
6. approval, rejection or change of the balance sheet, profit assignment and
dividends of New Company;
7. splitting, dissolution or amalgamation;
8. dismissal, replacement, change of powers, change in number or length of
tenure of Directors, subject to the rights of FI and SPAR under Article 13;
4
9. any decision given by the applicable laws or by the Constitutive Act to the
Directors.
CHAPTER IV: BOARD OF DIRECTORS AND OFFICERS
-------------------------------
Article 13. Election of Directors
The Board of Directors of the New Company shall consist of four (4) Directors;
two (2) of whom shall be elected from among those appointed by FI and 2 whom
shall be elected by those appointed by SPAR. The Chairman of the Board of
Directors shall be elected from the Directors by the mutual consultation of both
parties. In case of any increase or decrease in the number of Directors, the
representation stipulated above shall be unchanged and pro-rata at all times.
Article 14. Election of Officers
Officers shall be appointed by the Board of directors and serve at the pleasure
of the Board of Directors. The Chief Executive Officer of New Company shall in
any case be elected from among candidates nominated by FI.
Article 15. Office of Director
The term of office of each Director shall expire at the close of the Ordinary
General Meeting of Shareholders, which relates to the closing of accounts last
to occur within three (3) years from his assumption of office.
Article 16. Quorum
Each Director shall have one (1) voting right in the Board of Directors. Except
as otherwise required in the Constitutive Act of New Company or this Agreement,
a majority of the Directors shall constitute a quorum at any meeting of their
Board of Directors, and all resolutions shall be adopted by the affirmative vote
of more than two-thirds of the votes of the Directors present.
5
Article 17. Ordinary Meeting of the Board of Directors
The Ordinary Meeting of the Board of Directors shall be held quarterly, and an
Extraordinary Meeting of the board of Directors shall be held when necessary,
both of which shall be convened in accordance with the provisions of the
Constitutive Act. To the extent then permitted, any meeting of the Board of
Directors may be held by interactive video conference or other similar
electronic or telephonic means, and any action that may be taken by the Board of
Directors at a meeting thereof (whether in person or video conference) may be
effected in lieu of such meeting by unanimous written consent resolution
executed by each member of the Board of Directors. The parties hereto confirm
that the interpretation in Territory is that meetings of boards of directors may
be held by interactive videoconference if stipulated expressly in the
Constitutive Act of SPAR Romania S.R.L. For any proposed meeting of the Board of
Directors for which SPAR requests, SPAR Romania S.R.L. and SPAR shall cooperate
to arrange for such meetings to be held by video conference. A written record in
Romanian of all meetings of the Board of Directors and all decisions made by it
together with English translation thereof shall be made as promptly as
practicable after each meeting of the Board of Directors by one of the Board
selected by the Board of Directors at each meeting, kept in the records of the
Company and signed or sealed by each of the Directors.
Article 18. Important Matters
In addition to such matter as required by Constitutive Act of New Company, the
following matters of the Board of Directors meeting shall require the
affirmative vote of more than two-thirds of the votes of the Directors:
1. Any proposal to the General Meeting of Shareholders or action by the Board
of Directors for the matters as provided in Article 12 hereof;
2. any investment or commitment of New Company in amounts individually in
excess of US$50,000 or in the aggregate in excess of US$50,000;
3. any loan or credit taken by New Company;
4. execution, amendment or termination of agreements or commitments with FI,
SPAR or their subsidiaries or affiliates;
5. adoption or amendment of the annual budgets and business plan;
6. adoption or any material modification of major regulations or procedures,
including any employee rules or handbook;
7. change of the auditing firm as provided in Article 21;
8. initiating or settling any litigation, arbitration or other formal dispute
settlement procedures or forgiveness of any obligation owed to the New
Company in excess of US$25,000;
6
9. approval of annual closing of the books of New Company and the New
Company's annual financial statements, and changing of accounting policies
and practices or the New Company's accounting periods;
10. establishment or amendment to the condition of employment of New Company
officers, provided that the affirmatives vote of SPAR-nominated Directors
shall not be withheld unreasonably;
11. sale or disposition of or granting a lien, security interest or similar
obligation with respect to, in one or a series of related transactions of
New Company or with respect to any major strategic asset of New Company
that is crucial to New Company' business;
12. Formation of any subsidiary of New Company, entry into (or subsequent
termination of) any joint venture, partnership or similar agreements;
13. entering into, amending or terminating any contract with/or commitment to
any Director or shareholder; and
14. entering into any agreement or commitment to provide goods or services
outside Territory.
CHAPTER V: AUDIT
-----
Article 19. Accounting Period
The accounting periods of New Company shall end on the 31st day of December of
each year or another date if permitted by applicable law.
Article 20. Statutory Auditors (where required)
A Statutory Auditor shall be appointed by New Company if required by applicable
law. The parties confirm that presently a Statutory Auditor is not required.
Article 21. Inspection of Accounting Records and Books
The New Company shall yearly arrange audit on the accounting records and books
and shall submit a report of such audit to each of the parties hereto within
thirty (30) days from the completion of the audit.
7
An internationally recognized auditing firm shall be the accounting firm engaged
by New Company. Such accounting firm shall audit the accounting records and
books of New Company and any other matters relating, directly or indirectly, to
the financial condition of New Company. Any fee for the certified public
accountant for inspection and audit mentioned above shall be borne by New
Company. New Company shall keep true and correct accounting records and books
with regard to all of its operations in accordance with generally accepted
accounting principals consistently applied ("GAAP") in Territory. All accounting
records and books shall be kept ready for inspection by the parties hereto or by
their authorized representative. If requested by SPAR, New Company shall
cooperate with respect to each financial period to provide such information as
required by SPAR to reconcile New Company's financial statements with U.S. GAAP
reporting requirements of SPAR. SPAR and FI shall each have the right at any
time to have an outside auditor inspect all the books and records of New
Company, and New Company shall cooperate fully with any such audit.
Article 22. Increase of Capital
In case of capital increase of the New Company after its establishment, FI,
Tudor and SPAR shall have the preemptive right to new shares to be issued for
such capital increase in proportion to their respective shareholdings in the New
Company.
CHAPTER VI: TRANSFER OF SHARES
------------------
Article 23. Restrictions on Transfer of Shares
Except as provided in Article 24 hereof, no party hereto shall, without the
prior written consent of each other party, assign, sell, transfer, pledge,
mortgage, or otherwise dispose of all or any part of its shares (including its
right to subscribe to new shares) of the New Company to any third parties.
Article 24. Preemptive Right and Option
1. At no time may any party transfer less than all of its shares. After three
(3) years from the effective date of this Agreement, if any party hereto
(hereinafter called "Selling Party") wishes to transfer and sell all but not
less than all of its shares, the Selling Party shall furnish to the other
parties (hereinafter called "Other Parties") a written notice of a proposed
purchaser, the offered purchase price and other major terms and conditions of
such proposed sale.
2. If the Selling Party is SPAR, then FI and Tudor shall jointly have a right to
purchase such shares by giving Selling Party a written notice of their intention
to purchase the same within ninety (90)
8
days from the receipt of Selling Party's notice, upon the same terms and
conditions as described in the Selling Party's notice. In such case, the Selling
Party may sell such shares upon the terms and conditions as described in its
notice after ninety (90) days from the date of FI's receipt of such notice
unless FI and Tudor give notice for their purchase of the shares to Selling
Party. If the Selling Party is not SPAR, then SPAR shall have a right to
purchase such shares by giving Selling Party a written notice of its intention
to purchase the same within ninety (90) days from the receipt of Selling Party's
notice, upon the same terms and conditions as described in the Selling Party's
notice. In such case, the Selling Party may sell such shares upon the terms and
conditions as described in its notice after ninety (90) days from the date of
SPAR's receipt of such notice unless SPAR gives a notice for its purchase of the
shares to Selling Party. In either case, unless agreed by the Other Parties in
writing, any transferee party shall be subject to this Agreement.
Notwithstanding anything to the contrary above, (1) FI may not transfer its
shares unless Tudor transfers his shares at the same time, as part of the same
transaction and on the same terms; and (2) Tudor may not transfer his shares
unless FI transfers its shares at the same time, as part of the same transaction
and on the same terms, except for the case where Tudor transfers his shares to
FI.
3. After three (3) years from the effective date of this Agreement, SPAR may at
any time make a written offer to buy all of the Other Parties' shares in the New
Company. Each Other Party shall then either accept the offer and sell all of its
shares under the terms and conditions offered, or FI alone or pro rata with
Tudor (if Tudor shall so elect) may purchase SPAR's shares at the same terms and
conditions. If any party receiving the initial offer does not respond to the
initial offer within one hundred and twenty (120) days, such party receiving the
offer shall be deemed to have accepted the offer to sell its shares. After three
(3) years from the effective date of this Agreement, FI may at any time make a
written offer to buy all of the SPAR's shares in the New Company. SPAR shall
then either accept the offer and sell all of its shares under the terms and
conditions offered, or purchase FI' shares and Tudor's shares at the same terms
and conditions. If SPAR does not respond to the initial offer within one hundred
and twenty (120) days, SPAR shall be deemed to have accepted the offer to sell
its shares. In any case, the parties shall cooperate to effect the closing of
such purchase and sale of all of the shares of the New Company held by the
Selling Party within 120 days of the decision or deemed decision of the second
party. At such closing, the purchasing party shall pay to the Selling Party the
purchase price in cash, and the Selling Party shall deliver to the purchasing
party all of the Selling Party's shares held in the New Company, free and clear
of any liens.
4. Each party shall vote in favor of any transfer effected pursuant to Article
24(1, 2 and 3) at the shareholders meeting approving such transfer.
9
5.
5.1 Notwithstanding the general arbitration provisions in Article 37, should:
5.1.1 there be any deadlock at any meeting of the Board of Directors
and/or at any General Meeting of
Shareholders of New Company; or
5.1.2 a quorum at any meeting of the Board of Directors and/or at any
General Meeting of Shareholders of New
Company be broken;
then in such event the parties shall attempt to resolve these issues by
mediation as soon as possible and failing such resolution within twenty-one (21)
business days after having been referred to mediation, any director or
shareholder (as the case may be) shall be entitled by written notice to New
Company to claim that all or any of the matters which were under discussion
and/or to be discussed at that meeting, be submitted to and decided by
arbitration in terms of Article 37.
5.2 Notwithstanding that a deadlock may have arisen in terms of clause 5.1, such
deadlock shall not alone constitute a ground for any shareholder to apply to
court for the winding up of New Company.
Article 25. Cooperation in Financing
1. The New Company may borrow up to US$25,000 as its operating funds, which
shall be guaranteed by FI in its discretion. FI shall make its reasonable
efforts to enable such borrowing. The terms of the borrowing and any agreement
between New Company and FI with respect to FI guarantee shall be matters subject
to Article 18 hereof.
2. The New Company may borrow an additional US$50,000 when it needs additional
funds, if such borrowing is approved in advance by the Board of Directors as an
important matter under Article 18 herein.
3. If FI pays any creditors of the New Company due to a guarantee made by FI to
such creditors in favor of the New Company, SPAR and Tudor shall reimburse FI
pro rata with their respective share capital percentage in New Company as at the
date of reimbursement, but only if the New Company's borrowing of such funds and
FI guaranty of the New Company's obligations have been expressly agreed to in
advance by SPAR in writing or in a Board resolution, for which all
SPAR-nominated directors have voted affirmatively.
4. For the first three years of operations subsequent to the effective date of
this Agreement (the "Maximum Loss Period"), if for any year the net loss of the
New Company exceeds US$20,000 (the "Annual Maximum Loss"), FI shall make a cash
payment to the New Company equal to the amount of the net loss in excess of the
Annual Maximum Loss (the "Annual Maximum Loss Payment"), which payment shall be
in the form of a fully subordinated, non-amortizing, interest-free loan with an
initial term of the later of one year and the date following the close of any
fiscal year where the New Company has profits, which term shall be automatically
extended by successive 12-month periods until
10
such loan shall have been repaid from a quota not less than one-third of the New
Company's profits determined as sum of the accounting profits at the end of the
fiscal year and the total amount of the investments made throughout the
respective fiscal year, such payment to occur within 45 days after the issuance
of the annual audit report by the outside auditing firm specified in Article 21.
CHAPTER VII: ROLE OF CONTRACTING PARTIES
---------------------------
Article 26. Supply of Office and Facility
1. Based on a supply agreement ("Supply Agreement") to be concluded between SPAR
Romania S.R.L. and FI, FI shall supply offices and facilities, staff service for
general affairs and finance, and intra company network services, which are
determined, at FI's sole discretion, necessary for the operation of New Company
after the consultation between FI and SPAR, to New Company at no charge for a
period of three (3) years up to a maximum value of US$ 200,000.
2. SPAR for first three (3) years will provide up to three thousand (3,000)
hours of business support annually. This support may be in the form of general
business, consultation or programming support to modify or enhance the
merchandising software. SPAR will maintain ownership of all software. If support
provided by SPAR exceeds three thousand (3,000) hours the additional hours will
be billed by SPAR to SPAR Romania Ltd. at fifty five US$55.00 per hour. However
a lower price will be charged for programming costs if a less expensive way to
hire IT staff is found. SPAR Romania Ltd. will be able to hire its own IT staff
if cost effective for the JV and appropriate.
3. If after three (3) years from the effective date of this Agreement, SPAR
sells its interest to a third party or FI or Tudor, SPAR is committed to supply:
3.1 Its name for an additional year at no cost; and
3.2 Its Licensed Technology (as defined in the License Agreement) to
the New Company for an additional year at the following cost:
3.2.1 First six (6) months: out of pocket costs; and
3.2.2 Next six (6) months: US$3,000/month plus out of pocket
costs.
At the end of such additional year, in the case of both clauses 3.1 and 3.2, the
New Company shall immediately cease using the name "SPAR" and the License
Agreement shall be terminated.
4. FI agrees that its operating expenses may not be allocated to SPAR Romania
Ltd.
5. SPAR and FI shall set up project teams as they may agree to supervise the
operations of the joint venture. All salaries of any such employees shall
be borne by the respective parties.
11
6. All marketing agents and other employees involved only in supervising
marketing agents shall be engaged by and at the cost of New Company.
Article 27. Personnel
FI shall, at its own judgment, second to New Company at least one non-marketing
management level employee appropriate for the start-up of business of New
Company for a period of one (1) year without any consideration.
Article 28. Training
SPAR and FI shall provide the appropriate training to the employees for New
Company's operation at its own site. The said training shall be made upon New
Company's request and any necessary expenses for the training shall be borne by
New Company, except as otherwise provided in License Agreement or the Supply
Agreement.
Article 29. Non-Competition
For five (5) years from the Execution Date of this Agreement, neither SPAR
without the consent of FI, nor FI or Tudor without the consent of SPAR, shall
engage in, whether directly or indirectly, Merchandising Services (as defined in
the License Agreement) in Territory or any other business then competitive with
New company in Territory. However, in the event that SPAR enters into a contract
with a customer that covers more than one country and the scope of such
agreement includes services in Territory, SPAR shall not be prohibited from
entering into or performing such agreement, provided that SPAR shall make
commercially reasonable efforts to enable New Company to participate in and be
fairly compensated for providing services to any such customer.
CHAPTER VIII: AMENDMENT FOR PUBLIC OFFERING
-----------------------------
Article 30. Public Offering
The parties acknowledge that the New Company may attempt to become a listed
company or over-the-counter company on the Bucharest Stock Exchange or any other
stock exchange or public market in Territory (Public Offering). The parties
acknowledge that the number of issued shares, the number of shareholders, the
paid-up capital and profit transaction with each party, the seconded employees
of New Company will be reviewed and instructed for amendment by the relevant
governmental or
12
regulatory authorities in accordance with those bodies' rules or guidelines for
Public Offering. If SPAR and FI agree to undertake a Public Offering pursuant to
Article 12 above, all parties shall discuss and reasonably cooperate with each
other to amend the Constitutive Act and/or the License Agreement in order to
complete the Public Offering of New Company. Any changes to the License
Agreement will be effective upon consummation of the Public Offering (but not
before), and subject to the approval of the Boards of Directors of the New
Company, FI and SPAR.
CHAPTER IX: CONFIDENTIALITY
---------------
Article 31. Confidential Information
FI, Tudor and SPAR shall keep secret and retain in strict confidence any and all
confidential information and use it only for the purpose of this Agreement and
shall not disclose it to a third party without the prior written consent of the
other party unless the receiving party can demonstrate that such information:
(i) has become public other than as a result of disclosure by the receiving
party, (ii) was available to the receiving party prior to the disclosure by the
disclosing party with the right to disclose, or (iii) has been independently
acquired or developed by the receiving party. These confidentiality provisions
shall survive termination of this Agreement.
CHAPTER X: GENERAL PROVISIONS
------------------
Article 32. Effective Date
This Agreement shall become effective at the time of execution hereof.
Article 33. Termination
1. If SPAR transfers its shares in the New Company to FI or Tudor, or FI and
Tudor transfer their respective social parts in the New Company to SPAR, in
accordance with Article 24 hereof, this Agreement shall terminate. If any party
transfers its shares in the New Company to another party, unless expressly
agreed by the non-transferring parties in writing, this Agreement shall be
assigned to and binding upon such third party, provided that the assigning party
shall remain liable for all legal acts with respect to this Agreement or the New
Company occurred before the effective date of such assignment.
13
2. If SPAR is not in breach of this Agreement, it may terminate this Agreement
by written notice to the other parties if any breach by either other party shall
not have been corrected by such other party in breach within ninety (90) days
after written notice is given by SPAR. If neither FI nor Tudor is in breach of
this Agreement, FI may terminate this Agreement by written notice to the other
parties if any breach by SPAR shall not have been corrected by SPAR within
ninety (90) days after written notice is given by FI. If FI or SPAR disputes the
exercise of any rights under this provision, such disputing party may invoke the
arbitration provisions in Article 37.
3. SPAR may terminate this Agreement by giving notice in the event of one or
more of the following with respect to FI or Tudor, and FI may terminate this
Agreement by giving notice in the event of one or more of the following with
respect to SPAR:
(a) Appointment of a trustee or receiver for all or any part of its assets;
(b) Insolvency or bankruptcy;
(c) Assignment for the benefit of any creditor;
(d) Attachment of assets;
(e) Expropriation of business or assets; and
(f) Dissolution or liquidation.
If any party is involved in any of the events enumerated in (a) through (f)
above, it shall immediately notify the other parties of the occurrence of such
event.
4. In case of the termination of this Agreement pursuant to Article 33.2 or
Article 33.3, the party terminating in accordance with this Agreement shall have
an option to purchase the shares of the other parties at the book value to be
decided by an internationally recognized accounting firm that is not the
principal accounting firm of either party, if either party so requests, or to
have the New Company dissolved.
5. Upon termination of this Agreement or SPAR's ceasing to hold at least 51% of
the shares in New Company, the License Agreement shall terminate immediately if
still in effect, unless otherwise agreed by the parties.
Article 34. Force Majeure
No party shall be liable to any other party for failure or delay in the
performance of any of its obligations under this Agreement for the time and to
the extent such failure or delay is caused by riots, civil commotions, wars,
hostilities between nations, governmental laws, orders or regulations,
14
embargoes, actions by the government or any agency thereof, acts of God, storms,
fires, accidents, strikes, sabotages, explosions, or other similar contingencies
beyond the reasonable control of the respective parties.
Article 35. Notices
All notices, reports and other communications given or made in accordance with
or in connection with this Agreement shall be made in writing and may be given
either by (i) personal delivery, (ii) overnight delivery or (iii) registered air
mail, if properly posted, with postage fully prepaid, in an envelope properly
addressed to the respective parties at the address set forth below or to such
changed address as may be given by either party to the other by such written
notice. Any notice, etc by personal delivery or overnight delivery or facsimile
transmission shall be deemed to have been given (7) days after the dispatch. In
any event, if any notice, etc. is received other than the regular business hours
of the recipient, it shall be deemed to have been given as of the following
business day of the recipient.
To: FI 18 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Street, apt. ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇;
SPAR Spar Group International Inc.,
ATT ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, Ap. 3, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇
Article 36. Assignment
This Agreement and the rights and obligations hereunder are personal to the
parties hereto, and shall not be assigned by either of the parties to any third.
Article 37. Arbitration
All dispute, controversies, or differences which may arise between SPAR, on the
one hand, and FI or Tudor, on the other hand, out of or in relation to or in
connections with this Agreement, shall be finally settled by arbitration in
Territory in accordance with the rules of the International Arbitration Court of
the Bucharest Chamber of Commerce and Industry if initiated by SPAR, or in New
York City in accordance with the International Arbitration Rules of the American
Arbitration Association if initiated by any other party hereto. The arbitration
shall be conducted by three (3) arbitrators in
15
English and in Romanian. The arbitration shall be final and legally binding upon
both parties.
Article 38. Implementation
The Shareholders hereby agree, for themselves, their successors, heirs and legal
representatives, to vote at Shareholders' meetings, and to cause the Directors
they nominate to vote at Board meetings and to carry out their duties, to
prepare, execute and deliver or cause to be prepared, executed and delivered
such further instruments and documents, to take such other actions and to cause
the Constitutive Act of New Company, New Company work rules and other rules and
Commercial registry and any other document to be amended or adopted as may be
reasonably required to effect the provisions and intent of this Agreement and
the transactions contemplated hereby.
Article 39. Governing Law
This Agreement and all questions arising out of or under this Agreement shall be
governed by and interpreted in accordance with the laws of Territory.
Article 40. Waiver
Any failure of any party to enforce, at any time or for any period of time, any
of the provisions of this Agreement shall not be construed as a waiver of such
provisions or of the right of such party thereafter to enforce each and every
such provision.
Article 41. Entire Agreement
This Agreement constitutes the entire and only agreement among the parties
hereto with respect to the subject matter of this Agreement and supersedes any
other commitments, agreements or understandings, written or verbal, that the
parties hereto may have had. No modification, change and amendment of this
Agreement shall be binding upon the parties hereto except by mutual express
consent in writing of subsequent date signed by authorized officer or
representative of each of the parties hereto or of the party against whom
enforcement is sought.
Article 42. Headings
The headings of articles and paragraphs used in this Agreement are inserted for
convenience of reference only and shall not affect the interpretation of the
respective articles and paragraphs of this Agreement.
16
Article 43. Language
This Agreement has been executed in the English and Romanian language. If there
is any discrepancy or inconsistency between the English and the Romanian
versions, the English version shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in four (4) copies by their respective duly authorized officer or representative
as of the day first above written.
FIELD INSIGHTS S.R.L.
Signature: /s/ Laurentiu ▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------
Name: Laurentiu ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
Spar Group International Inc.
Signature: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Title: Chairman and CEO
▇▇▇▇▇▇ ▇▇▇▇▇
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
SPAR Romania S.R.L.
Signature:
--------------------------
Name:
Title:
Date:
17