AGREEMENT FOR PURCHASE AND SALE OF STOCK
THIS AGREEMENT IS MADE as of the 15th day of December, 1996 by and
between Australian Advisors, Ltd. a Bahamian corporation with its principal
office at Bay & Xxxxxxx Street (hereinafter referred to as "Purchaser"); and
Atlantic International Entertainment, Ltd., a Delaware corporation with its
principal office at 0000 Xxxxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000,
(hereinafter referred to as "Seller").
WITNESSETH:
WHEREAS, Purchase desires to acquire and the Seller desires to sell
all shares of the (AIE, NV, Acquired Company) representing 100% of the issued
and outstanding capital stock of the Acquired Company upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of these premises, the parties
hereto agree as follows:-
1. PURCHASE OF SHARES. Purchaser hereby agrees to acquire from the
SELLER of the Acquired Company, 100% of all shares of Common Stock of the
Acquired Company upon the terms and conditions set forth herein.
2. TERMS OF PURCHASE. The purchase price for the shares shall be
payable as follows: -
(i) $850,000 payable, $2,000 at closing, balance payable
monthly, beginning 60 days after closing, at 40% of the
net win before expenses, or a minimum of $3,000 per
month, until the balance is paid. Interest on the unpaid
balance shall be accrued at 8% per annum.
(ii) At the time of the closing of the purchases set forth in
Paragraphs "1" and "2" above, the Acquired Company shall
deliver to Purchaser stock certificates representing the
Shares purchased herein duly endorsed for transfer to
the Purchaser.
3. REPRESENTATIONS OF ACQUIRED COMPANY. SELLER represents and warrants
to Purchaser as follows: -
3.1 That the Acquired Company has been duly organized
in the manner set forth below and that the
Certificates of Incorporation have not been
revoked or canceled nor has the Corporation been
dissolved;
3.2 That the Acquired Company has certain assets and
liabilities as shown on Exhibit A.
4. DELIVERY OF CORPORATE RECORDS AT CLOSING. SELLER shall cause to be
delivered to purchaser at the time of Closing the Corporate Minute Books, Stock
Certificate Ledgers and unissued Certificates, and the Corporate Seals as well
as all financial records of the Acquired Company.
5. AGREEMENTS. Following the acquisition of the Company the SELLER
shall allow the Shareholders of the acquired company to utilize, show, and
mention in advertising the existing business of the acquired company as an
operating model of the webSports(TM) and ICE(TM). The Acquired Company shall
receive a commission of 15% of the sale price for referrals that lead to a sale
of any of the SELLERS gaming software systems.
6. UNDERTAKINGS BY THE ACQUIRED COMPANY.
6.1 During the period prior to the closing date hereunder
the SELLER shall conduct the business operations, of the
acquired company in the usual and normal course.
7. REPRESENTATIONS BY PURCHASER. Purchaser represents and warrants to
the SELLER as follows:-
7.1 That Purchaser has been duly organized pursuant to the
laws of the Bahamas that its Certificate of
Incorporation has not been revoked or canceled nor has
the Corporation been dissolved;
7.2 That Purchaser has expertise in foreign operations and
shall operate the business and expand the business in
areas outside the ISP States.
8. CONDITIONS PRECEDENT TO CLOSING. All obligations of Acquired Company
and Purchaser under this Agreement are subject to the fulfillment, on or prior
to the closing date, of each of the following conditions;
8.1 That the representations of Purchaser and SELLER shall be true
at and as of the closing date as though such representations
were made at and as of such time;
9. APPROVALS AND RATIFICATIONS. All transactions contemplated by this
Agreement shall be subject to the approval and ratification of the Boards of
Directors and Shareholders of the Acquired Company and of Purchaser, and to the
approval of Counsel for the respective parties.
10. CLOSING DATE. The effective date of this transaction is January 1,
1997. The closing under this Agreement shall take place at the offices of the
SELLERS in Boca Raton, Florida on or before March 26, 1997, and that all other
required approvals and ratification's shall be obtained by respective parties at
least 7 days prior thereto.
11. NOTICES. All notices under this Agreement shall be in writing and
addressed to the parties at the addresses hereinabove set forth, and shall be
mailed by certified mail, return receipt requested.
12. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns, provided, however, that this Agreement cannot be
assigned by any party except by or with the written consent of all parties
hereto. Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective legal representatives, successors and assigns any
rights or benefits under or by reason of this Agreement.
13. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have respectively executed
this Agreement as of the day and year first written above.
PURCHASER: /s/ Xxxxx Xxxxx
---------------
By: President & CEO
Date: __________________
SELLER: /s/ Xxxxxxx Xxxxxxx
-------------------
By: President & CEO
Date: ___________________
EXHIBIT A
Assets
Cash
Leasehold Improvements
webSports Software system
ICE Software System
Two (2) Pentium Pro Servers
Five (5) Pentium 166 Workstations
Seven (7) Monitors
Seven (7) Mice and Keyboards
One (1) Cisco Router
One (1) Hub
One (1) ASUS Motherboard
One (1) television
One (1) Fax Machine
One (1) Printer
One (1) Large Desk
Five (5) Computer Desks
Six (6) Chairs
Two (2) Fans
Three (3) Waste Baskets
One (1) Western Union Machine/Printer
One (1) Premier Quick Collect Machine/Printer
Liabilities
Accounts payables
Players balances
