EXHIBIT 4.28
GUARANTEE FROM XXXXXXXX XXXXXXX
IN FAVOR OF GOODISON PARK LIMITED
THIS GUARANTEE ("Guarantee") is made and entered into as a deed this
4th day of April 2003, between Xxxxxxxx Xxxxxxx whose address is KFH Building,
Liat Road, St. John's, Antigua, West Indies (the "Guarantor") and Goodison Park
Limited ("Goodison"), whose address is Sea Meadow House, Blackburne Highway,
P.O. Box 116, Town Road, Tortola, British Virgin Islands.
RECITALS
WHEREAS: The Guarantor is a director of World Gaming Plc ("World
Gaming"), a United Kingdom Public Limited Company whose primary business is the
licensing of its Internet gaming software.
WHEREAS: Goodison proposes to enter into a Stock Acquisition Agreement
with World Gaming on an even date herewith to acquire five million (5,000,000)
ordinary shares of (pound)0.002 of the capital of World Gaming (the "Acquired
Shares") for six hundred thousand U.S. dollars (US$600,000) (the "Stock
Acquisition Agreement").
WHEREAS: World Gaming also proposes to issue a Convertible Loan Note to
Goodison on an even date herewith in respect of the loan by Goodison of nine
hundred thousand U.S. dollars (US$900,000) to World Gaming (the "Convertible
Loan Note").
GUARANTEE
In consideration of Goodison entering into the Stock Acquisition
Agreement and agreeing to make the loan upon the terms of the Convertible Loan
Note and assuming certain obligations thereunder, the parties agree to enter
into this Guarantee as a deed, as follows:
SECTION ONE:
GUARANTEE
A. The Guarantor hereby unconditionally and irrevocably guarantees to
Goodison to procure the due and punctual performance and observance by World
Gaming of all its obligations, commitments, undertakings, warranties and
indemnities under or pursuant to the Stock Acquisition Agreement and to procure
the due and punctual allotment and issue of ordinary shares of (pound)0.002 each
in the capital of World Gaming, the registration of such shares and the
execution and delivery of a share certificate to Goodison as may be required
under or pursuant to the Convertible Loan Note (the "Guaranteed Obligations").
The liability of the Guarantor under this Section shall not be released or
diminished by any variation of the terms of the Guaranteed Obligations or any
forbearance, neglect or delay in seeking performance of the Guaranteed
Obligations or any granting of time for such performance.
B. This Guarantee is to be a continuing guarantee and accordingly is to
remain in force until all the Guaranteed Obligations shall have been performed
or satisfied. The parties hereto acknowledge that this Guarantee is in addition
to and without prejudice to and not in substitution for any rights or security
which Goodison may now or hereafter have or hold for the performance and
observance of the Guaranteed Obligations.
SECTION TWO:
APPOINTMENT OF PROCESS AGENT
The Guarantor irrevocably appoints World Gaming at its registered office
from time to time as its agent to accept service of process in England of any
legal action or proceedings arising out of or in connection with this Guarantee,
service upon whom shall be deemed completed whether or not forwarded to or
received by the Guarantor (which appointment is hereby accepted by World Gaming
by execution of this Guarantee.) If such process agent ceases to be able to act
as such, the Guarantor irrevocably agrees to appoint a new process agent in
England acceptable to Goodison and to deliver to Goodison within 14 days a copy
of a written acceptance of appointment by the process agent. Nothing in this
Guarantee shall affect the right to serve process in any other matter permitted
by law.
SECTION THREE:
GOVERNING LAW
This Guarantee shall be governed by, and construed in accordance with
English law. For purposes of any action or proceeding involving any matter
arising out of or relating to this Guarantee, each party hereby expressly and
irrevocably consents and submits to the non-exclusive jurisdiction of the courts
of England.
SECTION FOUR:
COUNTERPARTS
This Guarantee may be entered into in any number of counterparts, all
of which taken together shall constitute one and the same instrument. Any party
may enter into this Guarantee by executing any such counterpart.
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IN WITNESS WHEREOF, as evidenced by their signatures below, this
Guarantee has been entered into as a deed on this the 4th day of April, 2003.
SIGNED AS A DEED BY: DATE:
___________________________
BY: X. X. Xxxxxxx, Director
and
____________________, Director
for and on behalf of
Goodison Park Limited
in the presence of:
___________________________
[Signature of Witness]
Name
Address
Occupation
___________________________
BY: Xxxxxxxx Xxxxxxx
in the presence of:
___________________________
[Signature of Witness]
Name
Address
Occupation
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___________________________
BY: Xxxxxxxx Xxxxxxx, Director
and
___________________________
Xxxxx Xxxxx Xxxxxxx, Director
for and on behalf of
World Gaming Plc
in the presence of:
___________________________
[Signature of Witness]
Name
Address
Occupation
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