EX-10.5 Shareholder Agreement



 





EXHIBIT 10.5




Shareholder Agreement




AGREEMENT made and entered into as of the 1st day of May, 2007, by and among ESPRE
Solutions Inc., with its principal place of business at 5700 W. Plano Parkway, Suite 2600, Plano TX
75093 (hereinafter “ESPRE”), and Knight Enterprises Ltd., with its principal place of business at
c/o Equity Trust (BVI) Limited, Palm Grove House, P.O. Box 438, Road Town, Tortola,
British Virgin Islands (hereinafter “KNIGHT”), Kyle Nelson [11414 Parkchester Drive, Dallas,
Texas 75230] (“NELSON”) and Blideo, Inc. (the “Corporation”), hereinafter (the “Parties”).



W I T N E S S E T H:




WHEREAS, all of the issued shares and outstanding stock of the Corporation are owned in the
following percentages:



	 	 	 	 	 
	ESPRE

	 	 	40	%
	KNIGHT

	 	 	40	%
	NELSON

	 	 	20	%






WHEREAS, ESPRE has provided a software and royalty license to the Corporation for the use of its
technology in the Enterprise Collaboration/Networking market and KNIGHT has provided a market
sub-license for Social Networking which was purchased from Media Distribution Systems (a licensee
of ESPRE) and ESPRE acknowledges the legitimacy of said license; and,



WHEREAS, the Shareholders hereto deem it to be in the best interest of the Corporation to act
together concerning the management of the Corporation; and,



NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS;



MANAGEMENT AND OPERATION OF THE CORPORATION 




	A.    	1. 	 	Directors and Officers. For the duration and term of this
Agreement, the Shareholders will elect and continue in office
as Directors of the Corporation the following:


     Peter Leighton

     Kyle Nelson

     Pete Ianace
	 
	 	2.	 	The Officers of the Corporation shall be:


     Peter Leighton   Chairman and CFO

     Kyle Nelson      President and CEO
	 
	 	3.	 	ESPRE and KNIGHT will have the right to a seat on the Board of Directors of the
Corporation so long as the shareholder maintains a share position greater than ten percent
(10%) of total shares outstanding. NELSON will have the right to a seat on the Board of
Directors of the Corporation so long as the shareholder maintains a share position greater
than five percent (5%) of total shares outstanding. Should ESPRE’s or KNIGHT’s ownership
fall below ten percent (10%) of outstanding shares of the Corporation or NELSON’s
ownership fall below five percent (5%) of outstanding shares of the
Corporation, that shareholder or shareholders may retain a Board seat only at the
discretion of the then current Shareholders of the Corporation.




 









 












	B.	 	Voting. All decisions within the ordinary course of business shall be made by the
unanimous consent of both the CEO and the CFO, who shall have equal say in the management of
the ordinary course of business of the Corporation. In addition, for the purposes of selling,
terminating, liquidating, entering loans, accepting capital form third parties or changing the
basic purposes of the Corporation, the quorum and voting requirements shall be the majority of
the Board of Directors.
	 
	C.	 	Initial and Subsequent Equity Contribution. The Corporation will initially authorize
and issue five hundred thousand shares at a value of One United States Dollar per share. ESPRE
and KNIGHT shall contribute two hundred thousand dollars each and will receive two hundred
thousand shares each. NELSON will be issued 100,000 shares for no consideration. Each Party
may at any time contribute additional equity to the Corporation. The other Parties may match
the contribution for equal value and have ninety days in which to make the corresponding
equity contribution. Should the other shareholder not match the equity contribution within the
prescribed ninety day period, the Parties will have to negotiate a share price based on the
then current value of the shares as determined by the Board of Directors of the Corporation as
and when the Party deems it appropriate to purchase such shares. As a proviso to this Section
C, ESPRE cannot invest in the Corporation whilst ever any principal or interest is due to
Knight under the Promissory Note Dated April 30, 2007, attached herein as Attachment A —
Promissory Note.
	 
	D.	 	Executive Compensation. The executive compensation packages including the CEO and the
CFO shall be determined and voted upon by the Board of Directors of the Corporation. The
quorum and voting requirements shall be the one hundred percent (100%) of the Board of
Directors.
	 
	E.	 	Indemnity. In the event any Shareholder is held personally liable for
any liability of the Corporation, then the other Shareholder shall
indemnify him against fifty percent (50%) of any such personal
liability.
	 
	F.	 	Tax Liability. Acceptance by the seller of all or part of the purchase
price of his stock pursuant to this Agreement shall constitute an
agreement by the seller to indemnify the Corporation and its remaining
Shareholder from and against any and all claims or liabilities of the
Corporation which may arise subsequent to the date of closing with
respect to taxes of any kind or nature found to be due to the United
States or any State or Municipality for any periods prior to the date
of closing. It is understood and agreed that liability of the selling
Shareholder shall be limited to such proportion as is equivalent to
his proportionate share or interest in the Corporation prior to
closing. The seller shall be entitled to prompt notification by the
Corporation of any and all notices of claims and shall have the right,
at his sole cost and expense, to participate in any proceeding, legal
or otherwise, with respect to such claim or liability. The
indemnification provided for herein shall be a continuing one and
shall survive closing.
	 
	G.	 	Action In Violation Of This Agreement. In the event the shares of any
Shareholder are transferred or disposed of in any manner without
complying with the provisions of this Agreement, or if such shares are
taken in execution or sold in any voluntary or involuntary legal
proceeding, execution sale, bankruptcy, insolvency or in any other




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	 	 	manner, the Corporation and the Shareholder shall, upon actual notice thereof, in addition
to their rights and remedies under this Agreement, be entitled to purchase such shares from
the transferee thereof, under the same terms and conditions set forth in this Agreement as
if the transferee had offered to sell such shares, but in no event shall the purchase price
exceed the amount paid for the said shares by the transferee if such shares were acquired
by the transferee for consideration. The Corporation may, at its option, refuse to transfer
on its books and records any shares transferred in violation of this Agreement.
	 
	 	 	Any Shareholder who shall petition any Court for the dissolution of the Corporation, other
than pursuant to the specific right to cause the Corporation to be liquidated and dissolved
as provided in this Agreement, shall be deemed to have offered his shares for sale under
the same terms and conditions as set forth in this Agreement.
	 
	H.	 	Illegality. If any provision of this Agreement shall be determined by
the arbitrators or any Court having jurisdiction, to be invalid,
illegal or unenforceable, the remainder of this Agreement shall not be
affected thereby, but shall continue in full force and effect as
though such invalid, illegal or unenforceable provision or provisions
were not originally a part hereof.
	 
	I.	 	Termination. This Agreement shall remain in full force and effect for
as long as two or more of the Parties remain Shareholders of the
Corporation, or until the adjudication of the Corporation as a
bankrupt or until the dissolution of the Corporation.
	 
	J.	 	Notices. Any notice required to be given under this Agreement shall be
sent by certified mail, return receipt requested to the respective
addresses of the parties as contained in this Agreement or in the
records of the Corporation.





IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day month and
year first written above.



AGREED TO BY:






	 	 	 	 	 
	ESPRE SOLUTIONS, INC. 

 	 
	/s/ Pete Ianace
 	 
	Pete Ianace                 	 
	President/CEO

5/8/07 	 
	 






	 	 	 	 	 
	KNIGHT ENTERPRISES, LTD.

 	 
	/s/ Peter Leighton
 	 
	Peter Leighton 	 
	 	President

5/11/07 	 
	 








	 	 	 	 	 
	KYLE NELSON

 	 
	/s/ Kyle Nelson
 	 
	Kyle A. Nelson 
CEO-Blideo, Inc.
5-8-2007 	 



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Attachment A — Promissory Note




THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAW AND HAS
BEEN ISSUED UNDER EXEMPTIONS THAT DEPEND, IN PART, ON THE INTENT OF IN ANY MANNER NOT PERMITTED BY
SUCH LAWS. THIS PROMISSORY NOTE MAY BE SOLD OR TRANSFERRED ONLY IN ACCORDANCE WITH SUCH LAWS.



ESPRE SOLUTIONS, INC.




PROMISSORY NOTE




$100,000.00




April 30, 2007

Plano, Texas





     ESPRE SOLUTIONS, INC. (the “Borrower”), of 5700 W Plano Pkwy, Plano, TX 75093, for
value received hereby, promises to pay to the order of Knight Enterprises Limited (the
“Holder”), whose principal address is located at c/o Equity Trust (BVI) Limited, Palm Grove
House, P.O. Box 438, Road Town, Tortola, British Virgin Islands or its registered assigns, the
principal sum of ONE HUNDRED THOUSAND (U.S. $100,000.00). The total outstanding principal amount
and any accrued but unpaid interest thereon shall be paid on or before July 31, 2007, (the
“Maturity Date”) as provided in Section 2. Payment for all amounts due under this Note
shall be made in United States currency by wire payment to the designated bank account of the
Holder.



     The following is a statement of the rights of the Holder and conditions to which this Note is
subject, and to which the Holder hereof, by the acceptance of this Note, agrees:



     1. Interest and Other Compensation. Interest shall accrue on this Note at a rate of
ten percent (10%) simple interest per annum. All accrued interest shall be payable on or before
the Maturity Date as provided in Section 2. Interest shall be calculated based on a 360-day year
and charged on the basis of actual days elapsed.



     2. Payment Terms. The principal indebtedness evidenced by this Note shall be paid,
without claim or offset from the proceeds from Borrowers’ gross proceeds from any and all equity
and/or debt financings, sale of any license to WRI any other sales in excess of



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$100,000. Borrower agrees to make such payments to Holder in preference to all other
obligations of whatever nature whatsoever.



     3. Collateral Shares. Borrower shall pledge its investment of 200,000 shares in
Blideo Inc. (the “Collateral Shares”) as collateral for the Note. The Collateral Shares shall be
accompanied by a stock power duly signed and executed by Borrower to enable the transfer into
Lenders name. In the event that Holder takes title to the Collateral Shares in accordance with the
provisions of paragraph 4 (i) below, Borrower shall have the right for 90 (ninety) days after the
Maturity Date to repurchase the Collateral Shares for twice the principal sum or Two Hundred
Thousand (U.S. $200,000).



     4. Default. If Borrower fails to pay all outstanding principal and/or interest on or
before the Maturity Date, then Holder may (i) take title to the Collateral Shares or (ii) declare
Borrower in default, and demand immediate payment of all outstanding principal and interest. If
the Borrower fails to pay all outstanding principal and/or interest within thirty (30) days
following the Maturity Date, then Holder, at its option and without further notice to Borrower, may
require the Borrower to immediately take any and all actions necessary to allow Holder to recover
the unpaid principal and interest from the liquidation of the accounts receivable, fixed assets,
inventory and other tangible assets of Borrower (excluding, without limitation, patents, trade
secrets and other intellectual property rights), providing that the assets to be liquidated must be
those to which Borrower has clear title, free from any lien or other overriding claim.



     5. Notices. All notices required under or in connection with this Note shall be
delivered or sent by (a) certified mail, return receipt requested, postage prepaid, or (b)
recognized overnight delivery service to the addresses set forth in Paragraph 1 hereof, or to such
other address as any party may designate from time to time by notice to the other in the manner set
forth herein. All notices shall be deemed to have been made on the date of delivery.



     6. Costs and Expenses. The Borrower shall pay the cost of any documentary stamp or
other transactional taxes attributable to this Note.



     7. Modification. This Note may be amended only upon the mutual written consent of the
Borrower and the Holder.



     8. Headings. Headings at the beginning of each numbered paragraph of this Note are
intended solely for convenience or reference and are not to be construed as being a part of this
Note.



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     9. Time of Essence. Time is of the essence with respect to every provision hereof.



     10. Governing Law. This Note shall be construed and enforced in accordance with the
laws of Texas. Any action arising out of or in connection with this Note shall occur in Texas.



     IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be issued on the date set
forth above.



	 	 	 	 	 
	 	ESPRE SOLUTIONS, INC.

 	 
	 	/s/ Pete Ianace
 	 
	 	 	 
	 	 	 
	 



Witness:




/s/ Forres McGraw

 






Date:




30 April 2007
 







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