EXHIBIT 2.6
FUNDING AGREEMENT
This Agreement is made as of 21st day of February, 2001 among Global
Information Group, USA., Inc. ("GIG" or the "Company"), Chatelin Capital
Partners Limited ("CCP"), Jolec Trading Limited ("Jolec"), Newick Developments
Limited ("Newick") and Koenig Invest AG ("Koenig").
WITNESS:
WHEREAS, pursuant to that certain Share Purchase and Shareholders'
Agreement dated 14 January 2000 among GIG, CCP, Jolec, Koenig and Newick (the
"Shareholders' Agreement"), CCP has exercised a Take-over Option (as therein
defined) for an agreed amount of $1,200,000 and has made partial payment in
respect thereof in the amount of $450,000 (net of certain fees) leaving a
balance of $750,000;
WHEREAS, pursuant to the Shareholders' Agreement and Section 6.(b) of
that certain Consultancy Agreement between CCP and GIG dated 21 January 2000,
and in respect of the transactions contemplated by that certain Agreement of
Stock Exchange among GIG, the shareholders of GIG, ADVA International Inc. and
Biotel Inc., dated June 19, 2000, as amended (the "Stock Exchange Agreement"),
CCP and GIG agree that the fee to which CCP is entitled in respect of its
services is $750,000 (the "CCP Fee");
WHEREAS, CCP offset the consideration due GIG in respect of the
Take-over Option against the CCP Fee and that, accordingly, the CCP Fee has been
paid in full;
WHEREAS, on 2 February 2000 Newick and Koenig, respectively, and GIG
entered into the First Loan Agreements pursuant to which GIG received loans in
an aggregate amount of $300,000, less certain arrangement fees (the "First Loan
Agreements");
WHEREAS, on 2 February, 2000 Newick and Koenig, respectively, and GIG
entered into the Second Loan Agreements pursuant to which GIG received a maximum
aggregate loan facility of $1,200,000 and CCP became entitled upon draw down to
an aggregate loan arrangement fee of $30,000 (the "Second Loan Agreements") (the
First Loan Agreements and the Second Loan Agreements are herein collectively
referred to as the "Loan Agreements");
WHEREAS, on May 15, 2000 the Company drew down $400,000 against the
Second Loan Agreements facility, net of the total $30,000 arrangement fee due
CCP in respect of the Second Loan Agreements, leaving a balance of $800,000
thereon (the "Second Loan Balance"), which shall be paid to the Company as
provided herein;
WHEREAS, pursuant to their respective Clauses 6, each Loan Agreement
requires repayment in full on the sooner to occur of (i) an IPO or Third Party
Sale, (ii) that date falling 5 years after the date of Completion and (iii) any
or all of the equity share capital of the Borrower or its parent undertaking
being admitted or readmitted to an internationally Recognised Stock Exchange,
all as defined in the Shareholders' Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the sufficiency of which is hereby acknowledged, and
intending to be legally bound thereby, the parties hereto agree as follows:
1. Newick and Koenig hereby pay to GIG the sums of $266,700 and
$533,300, respectively, representing the Second Loan Balance.
2. The parties hereto acknowledge that the arrangement fees due CCP in
respect of the Second Loan Agreements facility have been paid in full.
3. The Second Loan Balance shall be paid into a bank account in GIG's
name (the "GIG Capital Account") and shall be immediately available to GIG
subject only to the following two conditions:
(i) Disbursements from the GIG Capital Account shall require
the signatures of the President of GIG and the CCP
designated representative who shall be serving as a member
of the Company's Board of Directors. For purposes of this
Agreement the Company's President shall be Anthony E. Mohr
and the initial CCP designated representative shall be
Prof. Dr. R. A. M. Pruijm.
(ii) Disbursements shall be made based solely on the cash flow
needs of GIG in accordance with the current budget
forecasts as such forecasts are set forth on Exhibits 1 and
2 hereto, with such modifications as may be approved by the
Company's Board of Directors.
4. The parties agree that payment of the Second Loan Balance into the
GIG Capital Account and the subsequent disbursement(s) thereof is in no way
contingent upon the closing under the Stock Exchange Agreement.
5. The parties agree that, notwithstanding anything to the contrary in
the Loan Agreements or any other documents executed prior to the date hereof, no
repayment events shall be deemed to have occurred pursuant to the respective
Clauses 6 of the Loan Agreements with respect to the transactions contemplated
by the Stock Exchange Agreement.
6. The Shareholders' Agreement, the Loan Agreements and the Consultancy
Agreement, as may be amended by this Agreement and the Waiver of even date
attached hereto, shall otherwise remain in full force and effect in accordance
with their terms.
7. This Agreement may be executed in several counterparts each of which
shall constitute an original and all of which, when taken together, shall
constitute one agreement.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed and delivered as of the date first set forth above.
GLOBAL INFORMATION GROUP U.S.A., INC. NEWICK DEVELOPMENTS LIMITED
By: Intertrust (Curacao) N.V.
By: /s/Anthony E. Mohr /s/Gregory Elias
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Name: Anthony E. Mohr Name: Gregory Elias
Title: President Title: Managing Director
CHATELIN CAPITAL PARTNERS KOENIG INVEST AG
By: /s/G.J. Slooter By: /s/Benno P. Hafner
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Name: Slooter, G.J. Name: Benno P. Hafner
Title: Director Title: Director
JOLEC TRADING LIMITED
By: Intertrust (Curacao) N.V.
/s/Anthony E. Mohr /s/Gregory Elias
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ANTHONY E. MOHR Name: Gregory Elias
Title: Managing Director