EX-10.5
from 8-K
3 pages
Guaranty Agreement Between Josef Mettler, Bachtelstrasse 20, Ch-8808 Pfaffikon Hans Rigendinger, Hartbertstrasse 11, Ch-7000 Chur Max Rossler, Aeschi 4, Ch-6052 Hergiswil Zypam Ltd., 35a Jasmine Court, Regent St, Belize-City, Belize Represented by Josef Mettler Hereinafter Referred to as "Guarantors" and Sunvesta Holding AG Seestrasse 97 Ch-8942 Oberrieden Hereinafter Referred to as "Beneficiary" 1. Statements, Declaration of Intention and Principle 1.1 the Balance Sheet of the Beneficiary Dated 31.12.2011 Prepared on the Basis of Going Concern Values as Well as the Cash Flow Planned as of 15th June 2012 (Both Documents Are Listed in Appendix a for This Agreement) Show a Capital Requirement That Is Not Yet Secured at the Present Time Which Has to Be Covered at Any Time Up to the Date When the Whole Project Financing Is Secured (Construction Loan) "Paradisus Papagayo Bay". 1.2 the Guarantors Are Together Majority Shareholders or Principal Lenders of the Beneficiary and Since the Establishment of the Beneficiary They Have Covered the Capital Requirements That Have Arisen. With Regard to This and in the Endeavour to Guarantee Cover to Creditors of the Beneficiary and for the Purpose of Ensuring the Capital Requirement of the Beneficiary Up to the Time of Securing the Whole Project Finance "Paradisus Papagayo Bay" This Guarantee Agreement (Hereinafter Referred to as "Agreement") Is Concluded. 2. Guarantee Performance 2.1 the Guarantors Undertake, Irrespective of the Validity and Legal Effectiveness of Any Further Contracts Concluded Between Them and the Beneficiaries and Agreeing to Waive Any Right to Objections and Arguments From the Same, Irrevocably, to Pay to the Beneficiary Upon the First Written Payment Demand, Within 30 Days From Receipt of the Demand, the Amount Necessary to Guarantee the Cover Mentioned Under §1. 2.2 Recourse to This Guarantee Shall Be Deemed to Have Taken Place if the Written Payment Demand Is in the Possession of the Guarantors. 1
12/34/56
EX-10.12
from 10-Q
8 pages
Assignment of Debt Agreement This Assignment of Debt Agreement, Dated Effective December 31, 2014, Among: Sunvesta, Inc., of Seestrasse 97, Oberrieden, Switzerland Ch-8942 (The "Parent") and Parent Company of Subsidiary; And: Sunvesta Holding AG., of Seestrasse 97, Oberrieden, Switzerland Ch-8942 (The "Subsidiary") and Subsidiary Company of Parent; And: Aires International Investments, Inc., of Quatisky Building, 3rd Floor, Post Office Box 905, Road Town, Tortola, British Virgin Islands (The “Creditor”) and Creditor of Subsidiary. Whereas: A. Subsidiary Is Indebted to the Creditor in the Amount of Eleven Million Five Hundred and Forty Two Thousand Eight Hundred and Seventy Nine (Chf11,542,879) Swiss Francs as of December 31, 2014 (The “Debt”) Pursuant to That Loan Agreement Dated Effective the 31st Day of October, 2013. B. Parent Wishes to Assume Ten Million (Chf 10,000,000) in Swiss Francs of the Debt as of December 31, 2014, (The “Assumed Debt”), and the Subsidiary and Creditor Wish to Grant, Assign, Transfer and Set Over Unto Parent the Entire Right, Title, Obligation and Interest in and to the Assumed Debt Upon the Terms and Conditions Contained in This Assignment of Debt Agreement. C. Parent and Subsidiary Wish to Treat Parent’s Assumption of the Assumed Debt as an Investment in a Subsidiary Company, in the Form of a Deemed Cash Contribution Into Capital Surplus, Provided to Subsidiary by Parent, in an Amount Equal to the Assumed Debt and Not as an Intercompany Obligation. Now Therefore, in Consideration of the Foregoing and Such Other Consideration as the Parties Mutually Agree, the Parties Hereto Agree as Follows: 1. Representations, Warranties and Covenants of the Subsidiary
12/34/56
EX-10.11
from 10-Q
8 pages
Assignment of Debt Agreement This Assignment of Debt Agreement, Dated Effective December 31, 2013, Among: Sunvesta, Inc., of Seestrasse 97, Oberrieden, Switzerland Ch-8942 (The "Parent") and Parent Company of Subsidiary; And: Sunvesta Holding AG., of Seestrasse 97, Oberrieden, Switzerland Ch-8942 (The "Subsidiary") and Subsidiary Company of Parent; And: Aires International Investments, Inc., of Quatisky Building, 3rd Floor, Post Office Box 905, Road Town, Tortola, British Virgin Islands. (The “Creditor”) Whereas: A. Subsidiary Is Indebted to the Creditor in the Amount of Twenty Million Eight Hundred and Eleven Thousand Nine Hundred and Forty Two (Chf20,811,942) Swiss Franc Funds as of December 31, 2013 (The “Debt”) Pursuant to That Loan Agreement Dated Effective the 31st Day of October, 2013. B. Parent Wishes to Assume Ten Million (Chf 10,000,000) in Swiss Franc Funds of the Debt as of December 31, 2013, (The “Assumed Debt”), and the Subsidiary and Creditor Wish to Grant, Assign, Transfer and Set Over Unto Parent the Entire Right, Title, Obligation and Interest in and to the Assumed Debt Upon the Terms and Conditions Contained in This Assignment of Debt Agreement. C. Parent and Subsidiary Wish to Treat Parent’s Assumption of the Assumed Debt as an Investment in a Subsidiary Company, in the Form of a Deemed Cash Contribution Into Capital Surplus, Provided to Subsidiary by Parent, in an Amount Equal to the Assumed Debt and Not as an Intercompany Obligation. Now Therefore, in Consideration of the Foregoing and Such Other Consideration as the Parties Mutually Agree, the Parties Hereto Agree as Follows: 1. Representations, Warranties and Covenants of the Subsidiary
12/34/56
EX-10.9
from 10-Q
~5
pages
Debt Settlement Agreement This Debt Settlement Agreement (This “Agreement”) Is Made Effective This December 31, 2012 Between Sunvesta, Inc., a Company Formed in Florida (“Parent”) With Its Wholly Owned Subsidiary, Sunvesta Holding AG, a Company Formed in Switzerland (“Debtor”), Each of Which Has Offices Located at 97 Seestrasse, Oberrieden, Switzerland Ch-8942 and Hans Rigendinger, a Swiss Individual and Director of Debtor, Resident at 20 Bachtelstrasse, Switzerland, Ch-8808 (“Creditor”). Section One Acknowledgement of Existing Obligation the Parties Acknowledge That Debtor Is at Present Indebted to Creditor in the Sum of Seven Hundred and Seventeen Thousand Nine Hundred and Seventy Six Dollars and Seventy One Cents ($717,976.71), an Amount Including Principal and Interest on a Series of Loans Provided by Creditor to Debtor as of December 31, 2012. Section Two Agreement for Different Method of Payment Parent, Debtor and Creditor Desire and Agree to Provide for the Payment of the Above-Stated Indebtedness in Accordance With Terms and Provisions Different From, and in Substitution Of, the Terms and Obligations of the Loans as Described in Section One Above. Section Three Consideration in Consideration of the Mutual Promises Contained in This Agreement, Parent, Debtor and Creditor Agree as Follows
12/34/56
EX-10.8
from 10-Q
8 pages
Assignment of Debt Agreement This Assignment of Debt Agreement, Dated Effective the 31st Day of December 31, 2012, Among: Sunvesta, Inc., of Seestrasse 97, Oberrieden, Switzerland Ch-8942 (The "Parent") and Parent Company of Subsidiary And: Sunvesta Holding AG., of Seestrasse 97, Oberrieden, Switzerland Ch-8942 (The "Subsidiary") and Subsidiary Company of Parent And: Aires International Investments, Inc., of Quatisky Building, 3rd Floor, Post Office Box 905, Road Town, Tortola, British Virgin Islands. (The "Creditor") Whereas: A. Subsidiary Is Indebted to the Creditor in the Amount of Swiss Francs Ten Million and Forty Four Six Thousand Three Hundred and Seventy (Chf 10’044’370), Exchanged With an Exchange Rate of 1.0642 Equal to Ten Million Six Hundred and Ninety Thousand and Forty Nine ($10,690,049) Dollars in U.S. Funds as of December 31, 2012 (The "Debt") Pursuant to the Terms of a Loan Agreement Dated July 27, 2011, as Amended, Between the Subsidiary and the Creditor. B. Parent Wishes to Assume, and the Subsidiary and Creditor Wish to Grant, Assign, Transfer and Set Over Unto Parent the Entire Right, Title, Obligation and Interest in and to the Debt Upon the Terms and Conditions Contained in This Assignment of Debt Agreement. C. Parent and Subsidiary Wish to Treat Parent’s Assumption of the Debt as an Investment in a Subsidiary Company, in the Form of a Deemed Cash Contribution Into Capital Surplus, Provided to Subsidiary by Parent, in an Amount Equal to the Debt and Not as an Intercompany Obligation. 1. Representations, Warranties and Covenants of the Subsidiary
12/34/56
EX-10.10
from 10-Q
3 pages
Loan Agreement Dated 31st October 2013 Between Aires International Investment Inc. Quatisky Building 3rd Floor, P.O. Box 905 Road Town Tortola British Virgin Islands (Hereinafter Referred to as "Lender") and Sunvesta Holding AG Seestrasse 97 Ch-8942 Oberrieden Schweiz Represented by Josef Mettler & Hans Rigendinger (Hereinafter Referred to as "Borrower") Preamble on 27th July 2011 the Lender and the Borrower Concluded a Loan Agreement and on 11th May 2012 a Supplement to the Loan Agreement. This Loan Agreement Shall Fully Replace Both the Said Agreements and Shall Newly Regulate the Loan Relationship. the Relevant Accumulated Debt of Sunvesta Holding AG of Chf 10,044,370 Was Taken Over on 31st December 2012 by Sunvesta Inc. the Lender and the Borrower Agree the Following: 1: Object of the Agreement the Lender Grants the Borrower a Loan. 2: Payment the First Payment on the Basis of This New Agreement Amounting to Chf 300,000.00 Was Made on 30th January 2013. as at Today's Date (31st October 2013) the Loan Amount Is Chf 18,273,719. the Loan May Be Increased on an Ongoing Basis. 3: Interest Payments the Borrower Undertakes in Respect of the Loan, From the Time When the First Payment Is Made, to Pay Interest at 7.25% (Seven Point Two Five) Per Year and to Credit This to the Loan Account on a Quarterly Basis
12/34/56
EX-10.8
from 10-K/A
3 pages
Guaranty Agreement Between Josef Mettler, Bachtelstrasse 20, Ch-8808 Pfaffikon Hans Rigendinger, Hartbertstrasse 11, Ch-7000 Chur Max Rossler, Aeschi 4, Ch-6052 Hergiswil Zypam Ltd., 35a Jasmine Court, Regent St, Belize-City, Belize Represented by Josef Mettler Hereinafter Referred to as "Guarantors" and Sunvesta Holding AG Seestrasse 97 Ch-8942 Oberrieden Hereinafter Referred to as "Beneficiary" 1. Statements, Declaration of Intention and Principle 1.1 the Balance Sheet of the Beneficiary Dated 31.12.2011 Prepared on the Basis of Going Concern Values as Well as the Cash Flow Planned as of 15th June 2012 (Both Documents Are Listed in Appendix a for This Agreement) Show a Capital Requirement That Is Not Yet Secured at the Present Time Which Has to Be Covered at Any Time Up to the Date When the Whole Project Financing Is Secured (Construction Loan) "Paradisus Papagayo Bay". 1.2 the Guarantors Are Together Majority Shareholders or Principal Lenders of the Beneficiary and Since the Establishment of the Beneficiary They Have Covered the Capital Requirements That Have Arisen. With Regard to This and in the Endeavour to Guarantee Cover to Creditors of the Beneficiary and for the Purpose of Ensuring the Capital Requirement of the Beneficiary Up to the Time of Securing the Whole Project Finance "Paradisus Papagayo Bay" This Guarantee Agreement (Hereinafter Referred to as "Agreement") Is Concluded. 2. Guarantee Performance 2.1 the Guarantors Undertake, Irrespective of the Validity and Legal Effectiveness of Any Further Contracts Concluded Between Them and the Beneficiaries and Agreeing to Waive Any Right to Objections and Arguments From the Same, Irrevocably, to Pay to the Beneficiary Upon the First Written Payment Demand, Within 30 Days From Receipt of the Demand, the Amount Necessary to Guarantee the Cover Mentioned Under §1. 2.2 Recourse to This Guarantee Shall Be Deemed to Have Taken Place if the Written Payment Demand Is in the Possession of the Guarantors
12/34/56
EX-10.8
from 10-K
3 pages
Guaranty Agreement Between Josef Mettler, Bachtelstrasse 20, Ch-8808 Pfaffikon Hans Rigendinger, Hartbertstrasse 11, Ch-7000 Chur Max Rossler, Aeschi 4, Ch-6052 Hergiswil Zypam Ltd., 35a Jasmine Court, Regent St, Belize-City, Belize Represented by Josef Mettler Hereinafter Referred to as "Guarantors" and Sunvesta Holding AG Seestrasse 97 Ch-8942 Oberrieden Hereinafter Referred to as "Beneficiary" 1. Statements, Declaration of Intention and Principle 1.1 the Balance Sheet of the Beneficiary Dated 31.12.2011 Prepared on the Basis of Going Concern Values as Well as the Cash Flow Planned as of 15th June 2012 (Both Documents Are Listed in Appendix a for This Agreement) Show a Capital Requirement That Is Not Yet Secured at the Present Time Which Has to Be Covered at Any Time Up to the Date When the Whole Project Financing Is Secured (Construction Loan) "Paradisus Papagayo Bay". 1.2 the Guarantors Are Together Majority Shareholders or Principal Lenders of the Beneficiary and Since the Establishment of the Beneficiary They Have Covered the Capital Requirements That Have Arisen. With Regard to This and in the Endeavour to Guarantee Cover to Creditors of the Beneficiary and for the Purpose of Ensuring the Capital Requirement of the Beneficiary Up to the Time of Securing the Whole Project Finance "Paradisus Papagayo Bay" This Guarantee Agreement (Hereinafter Referred to as "Agreement") Is Concluded. 2. Guarantee Performance 2.1 the Guarantors Undertake, Irrespective of the Validity and Legal Effectiveness of Any Further Contracts Concluded Between Them and the Beneficiaries and Agreeing to Waive Any Right to Objections and Arguments From the Same, Irrevocably, to Pay to the Beneficiary Upon the First Written Payment Demand, Within 30 Days From Receipt of the Demand, the Amount Necessary to Guarantee the Cover Mentioned Under §1. 2.2 Recourse to This Guarantee Shall Be Deemed to Have Taken Place if the Written Payment Demand Is in the Possession of the Guarantors
12/34/56