January 6th, 2009 Letter Agreement to Amend the Share Purchase Agreement dated October 19th, 2007 between Collexis Holdings, Inc. and SyynX Solutions GmbH
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Exhibit
11.1
January
6th, 2009
Letter
Agreement to Amend the Share Purchase Agreement dated October 19th, 2007
between Collexis Holdings, Inc. and SyynX Solutions GmbH
Collexis
Holdings, Inc. (“Collexis”) and the Shareholders & Managing Directors of
SyynX Solutions GmbH (“SyynX”), (“the Parties”), as outlined in the share
purchase agreement of SyynX Solutions GmbH dated October 19th 2007
(“the share purchase agreement”), have mutually agreed to new payment terms for
the 2nd
installment payment in the share purchase agreement scheduled for October 1st 2008 of
1,485,148 Euro (“the 2008 payment”). Such agreement was considered
appropriate given the economic downturn of late 2008 and in the best interest of
the Parties.
Total
obligation to SyynX of the 2008 payment: EUR 1,514,851 (incl. 8% for healing
period October 1st, 2008 –
December 29th,
2008.) Collexis Holdings, Inc. will make payments on the following
schedule:
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(1)
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EUR
300.000 receive on bank account of SyynX Jan 7,
2009
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(2)
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EUR
400,000 receive on bank account of SyynX Feb 3,
2009
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(3)
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EUR
100.000 receive on bank account of SyynX Feb 17,
2009
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(4)
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EUR
714.851 receive on bank account of SyynX prior to March
31st
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(5)
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From
any equity funds raised or funds raised through sales of business
segments or parts of it or through other major strategic alliances that
include sales of business segments or parts of it and that are
received by Collexis Holdings, Inc. or one of its subsidiaries after
January 1, 2009, that in total exceed USD 3.000.000 SyynX will receive 30%
of the exceeding amounts immediately to cover the EUR 714.851 payment from
point (4) above.
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(6)
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SyynX
will be provided with a copy of all bank account statements of Collexis as
of Feb 3 and 17, March 3 and 17
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(7)
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Additional
Interest: SyynX will receive interest at a rate of 12% per annum on
outstanding 2nd
installment amounts from December 30th, 2008 until full payment has been
received. Payment of interest is due no later than April 15,
2009
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With the
exception of this amended payment agreement, detailed above, all other parts of
the share purchase agreement remain unchanged.
Signed
by:
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1/6/09
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1/6/09
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Date
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Date
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On
behalf of:
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President
& CEO
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Porn
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Diwersy
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Technology GmbH
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