Whereas Dan Kirschner (Hereinafter "DK") is the current managing director of Auracall Ltd. And wishes to
extend his holding in the company.
Whereas Swiftnet Ltd. (Hereinafter "SN") the holder of 47.5 percent of Auracall shares and its sole provider
The parties agree that:
1. SN will not object that Nissim Levy (or his affiliates, hereinafter "NL") will sell all of his share in Auracall to
DK once the current agreement between SN and NL, concerning the payout of profits to cover debt /
investments and the conditions below will be fulfilled.
2. DK and SN will accept, should the transaction between DK and NL will be executed, the following conditions
that were affirmed in the original contract signed between NL and SN which are:
a) Any increase of the budget of Auracall will require both parties' approval (DK and SN).
b) SN will provide costs plus prices(1) as well as management advice and technical support (customer support as
long as Auracall turnover is less than 100,000 Pounds per calendar month). SN will sell the service to Auracall
and will be responsible for the technical side. SN undertakes to exhibit to Auracall all licenses, price lists, or other
permissions / documents necessary for the operation of it business.
c) Any decision about payments of loans, dividends, salaries, grants or similar expenses will have to be decided
by the board of directors with veto rights to both sides. It is further agreed that once the current agreement
between SN and NL, concerning the payout of profits to cover debt / investments will be fulfilled, SN and DK,
will be entitled to the fee / profit share in line with their share holding ratio. This does not include payment to SN
for service, office rent charges to SN / DK, salary and fees as in item 3 below, or other similar expenses. Before
any profit distribution, all loans that are related to the parties will have to be paid back.
d) Auracall will receive ten percent of the paid turnover of customers that it will introduce to SN,