EXHIBIT 1.1
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT, dated as of February 6, 2006, ("AGREEMENT"), by
and between ROYAL TURF CLUB, INC., a Nevada corporation, and the SHAREHOLDERS OF
ROYAL TURF CLUB, INC., (collectively "RTC"), and GLOBAL PARI-MUTUAL SERVICES,
INC., a Nevada corporation ("GLOBAL").
WHEREAS, Global and RTC have each determined that the transactions
contemplated by this Agreement, on the terms and conditions of this Agreement,
would be advantageous and beneficial to their respective companies and
shareholders.
WHEREAS, the parties hereto desire to consummate the transactions
contemplated herein, pursuant to which (a) RTC will transfer to Global four
million shares (collectively, the "RTC Shares") of Common Stock owned by RTC,
and (b) Global will transfer to RTC six million shares (collectively, the
"Global Shares") of Common Stock owned by Global.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereto agree as follows:
ARTICLE I--DEFINITIONS
SECTION 1.1. DEFINITIONS: As used herein, the following terms shall have the
following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
regulations issued in respect thereto.
"Encumbrance" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.
"Law" means any law, statute, regulation, rule, ordinance, requirement or
other binding action or requirement of any governmental, regulatory or
administrative body, agency or authority or any court of judicial authority.
"Order" means any decree, order, judgment, writ, award, injunction,
stipulation or consent of or by any Federal, state or local government or any
court, administrative agency or commission or other governmental authority or
agency, domestic or foreign.
"Person" means any individual, corporation, general or limited partnership,
joint venture, association, limited liability company, joint stock company,
trust, business, bank, trust company, estate (including any beneficiaries
thereof), unincorporated entity, cooperative, association, government branch,
agency or political subdivision thereof or organization of any kind.
"Shareholders of RTC" means those individuals or companies owning stock in
RTC prior to the execution of this Agreement, as listed on Exhibit A to this
Agreement and incorporated by reference herein.
"Transaction Documents" means any ancillary contracts, agreements or other
documents that are to be entered into in connection with the transactions
contemplated hereby.
ARTICLE II--EXCHANGE OF STOCK
SECTION 2.1. EXCHANGE: Subject to the terms and conditions of this Agreement, at
the Closing:
(a.) RTC agrees to transfer to Global four million shares of Common Stock of RTC
(the "RTC Shares"), which is one hundred percent (100%) of the outstanding
shares of RTC.
(b.) Global agrees to transfer to RTC six million shares of Common Stock of
Global (the "Global Shares").
(c.) Earn Out Shares: RTC shall be entitled to additional stock of Global,
pursuant to the following schedule:
Pretax Profit for 2006 of $1,000,000 500,000 shares
Pretax Profit for 2007 of $2,500,000 500,000 shares
Pretax Profit for 2008 of $4,000,000 500,000 shares
SECTION 2.2. PIGGYBACK REGISTRATION RIGHTS:
(a.) Piggyback Rights:
(i) Each time that Global proposes for any reason to register any of its
Common Stock under the Securities Act in connection with the proposed offer and
sale of its Common Stock , either for its own account or on behalf of any other
security holder ("Proposed Registration"), other than pursuant to a registration
statement on Forms X-0, X-0 or any similar forms, Global shall promptly give
written notice of such Proposed Registration to the RTC shareholders owning
Global shares pursuant to the terms of this Agreement (the "RTC Shareholders"),
and shall offer to the RTC Shareholders the right to request inclusion of up to,
and not exceeding twenty five percent (25%) of Global Common Stock issued
pursuant to the terms of this Agreement in the Proposed Registration.
(ii) The RTC Shareholders shall have 30 days from the receipt of such
notice to deliver to Global a written request specifying the number of shares of
Common Stock that RTC Shareholder intends to sell in the Proposed Registration,
as well as information on the RTC Shareholder's intended method of disposition.
(iii) If the Proposed Registration by Global is, in whole or in part, an
underwritten public offering, Global shall so advise the RTC Shareholders and
any request must specify that up to twenty five percent (25%) of a RTC
Shareholder's Common Stock be included in the underwriting on the same terms and
conditions as the shares of Common Stock otherwise being sold through
underwriters under such registration.
(iv) Upon receipt of a written request Global shall promptly use its best
efforts to cause all such shares of Common Stock held by a RTC Shareholder to be
registered under the Securities Act (and included in any related qualifications
or registration under blue sky laws), to the extent required to permit sale or
disposition as set forth in the Proposed Registration.
(v) If the offering is to be an underwritten offering, and a RTC
Shareholder proposes to distribute its shares of Common Stock through such
underwritten offering, the RTC Shareholder agrees to enter into an underwriting
agreement with the underwriter or underwriters selected for such underwriting by
Global. The RTC Shareholder may withdraw his Common Stock from such offering at
any time until the day prior to the effective date by written notice to Global
and the managing underwriter.
(b) Preparation and Filing: If and whenever Global is under an obligation
pursuant to this Agreement to use its best efforts to effect the registration of
any shares of its Common Stock, the Company shall, as expeditiously as
practicable:
(i) prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement for such securities, and use its best
efforts to cause such registration statement to become and remain effective in
accordance with Section 2.2(b) hereof;
(ii) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective until the
earlier of (A) the sale of all Common Stock covered thereby or (B) three months
after the effective date of the registration statement, and to comply with the
provisions of the Securities Act with respect to the sale or other disposition
of all Common Stock covered by such registration statement;
(iii) furnish to the RTC Shareholders such number of copies of any
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such holder may
reasonably request, to facilitate the public sale or other disposition of such
shares of Common Stock issued to the RTC Shareholder pursuant to this Agreement;
(iv) use its best efforts to register or qualify the Common Stock covered
by such registration statement under the securities or blue sky laws of up to
four states that do not impose what is commonly referred to as merit review
(except to the extent provided in Section 2.2(a)(iv)) and do all other acts or
things which may be necessary or advisable to enable a RTC Shareholder to
consummate the public sale or other disposition in such jurisdictions of such
Common Stock; provided, however, that Global shall not be required to consent to
general service of process for all purposes in any jurisdiction where it is not
then subject to process, qualify to do business as a foreign corporation where
it would not be otherwise required to qualify or submit to liability for state
or local taxes where it is not liable for such taxes;
(v) at any time when a prospectus required to be delivered under the
Securities Act, notify RTC Shareholders of the happening of any event as a
result of which the prospectus included in such registration, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and, at the request
of such holder, as promptly as practicable prepare, file and furnish to such
holder a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;
(vi) if Global has delivered preliminary or final prospectuses to RTC
Shareholders and after having done so the prospectus is amended to comply with
the requirements of the Securities Act, the Company shall promptly notify RTC
Shareholders and, if requested, shall immediately cease making offers of a RTC
Shareholder's Common Stock and return all prospectuses to Global. Global shall
promptly provide the RTC Shareholder with revised prospectuses and, following
receipt of the revised prospectuses, the RTC Shareholder shall be free to resume
making offers of the Common Stock.
(c) Expenses: Global shall pay all expenses incurred in complying with this
Section 2.2, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD Regulation, Inc.), fees
and expenses of complying with securities and blue sky laws, printing expenses,
and fees and disbursements of Global's counsel; provided, however, that all
underwriting discounts and selling commissions, attorneys' fees of a RTC
Shareholder, if any, and selling expenses applicable to the Common Stock issued
to a RTC Shareholder and covered by registration effected pursuant to this
Section 2.2 hereof, shall be borne by the RTC Shareholder.
SECTION 2.3. THE CLOSING.
(a) Subject to the terms and conditions of this Agreement, the closing of the
transactions contemplated by this Agreement (the "Closing") shall take place as
promptly as possible after RTC's delivery of audited financial statements
acceptable to the Company in its discretion. The Exchange Agreement contains
customary representations and warranties by the parties but no later than March
31, 2006, or the business day following the day the last of the conditions set
forth in Article V shall have been fulfilled or waived (other than those that
this Agreement contemplates will be satisfied at or immediately prior to the
Closing), whichever is sooner, or at such other time as shall be mutually agreed
upon by RTC and Global (the "Closing Date").
(b) Subject to the conditions set forth in this Agreement, the parties agree to
consummate the following transactions at the Closing:
(i) Copies of Global's bylaws and resolutions adopted by the board of
directors of Global authorizing the execution and delivery of, and performance
of the Shareholders' and officers' or directors' obligations under this
Agreement, certified by the Secretary or an Assistant Secretary of Global.
(ii) Copies of RTC's bylaws and resolutions adopted by the board of
directors of RTC authorizing the execution and delivery of, and performance of
the Shareholders' and officers' or directors' obligations under this Agreement,
certified by the Secretary or an Assistant Secretary of RTC.
(iii) Copies of Global's bylaws and resolutions adopted by the board of
directors of Global accepting the resignations of Xxxxx Xxxxxxxxxx and Xxxxxxx
Xxxxxx as members of the board of directors of Global.
(iv) Copies of Global's bylaws and resolutions adopted by the board of
directors of Global appointing Xxxxx Xxxx and Xxxxxx Xxxxxx as members of the
board of directors of Global.
(v) Global shall assign and transfer to RTC the Global Shares, by
physically delivering to RTC one (1) or more stock certificates representing the
Global Shares being transferred, duly endorsed or accompanied by duly executed
stock powers (with a medallion guaranty, if required by RTC's transfer agent)
sufficient to validly transfer the Global Shares to RTC; and
(vi) RTC shall assign and transfer to Global the RTC Shares, by physically
delivering to Global one (1) or more stock certificates representing the RTC
Shares being transferred, duly endorsed or accompanied by duly executed stock
powers sufficient to validly transfer the RTC Shares to Global.
ARTICLE III--REPRESENTATIONS AND WARRANTIES OF RTC
RTC represents and warrants to Global that the statements contained in this
Article III are true and correct as of the date of this Agreement and will be
true and correct as of the Closing as though made as of the Closing, except to
the extent such representations and warranties are specifically made as of a
particular date (in which case such representations and warranties will be true
and correct as of such date).
SECTION 3.1. POWER AND AUTHORITY; ENFORCIBILITY: RTC is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Nevada. RTC has all requisite capacity, power and authority to execute, deliver
and perform this Agreement. No other corporate action on the part of RTC is
necessary to authorize the execution and delivery by RTC of this Agreement or
the consummation by it of the Contemplated Transactions (as defined below). This
Agreement has been duly executed and delivered and, upon execution by Global,
will constitute a valid and legally binding obligation of RTC, enforceable
against RTC in accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally and (b) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
SECTION 3.2. OWNERSHIP; TRANSFERABILITY: RTC is the legal and beneficial owner
of the RTC Shares, free and clear of any Encumbrance or restriction on transfer,
other than (i) restrictions under the Act, and (ii) restrictions reflected in a
legend on the certificates representing the RTC Shares.
SECTION 3.3. CONSENTS AND APPROVALS: Neither the execution, delivery and
performance of this Agreement by RTC, nor the consummation by RTC of any
transaction related hereto, including the transfer, sale and delivery of the RTC
Shares will require any consent, approval, license, Order or authorization of,
filing, registration, declaration or taking of any other action with, or notice
to, any Person, other than such consents, approvals, filings or actions as may
be required under the Federal securities laws which have or will be made.
SECTION 3.4. NO CONFLICTS: The execution and delivery by RTC of this Agreement
and the Transaction Documents to which it is or will become a party do not, and
the consummation of the transactions contemplated by this Agreement and the
Transaction Documents to which it is or will become a party (the "Contemplated
Transactions") shall not, assuming the consents, approvals, filings or actions
described in Section 3.3 are made or obtained, as the case may be, (a)
contravene, conflict with, or result in any violation or breach of any provision
of the certificate of incorporation or by-laws of RTC, (b) result in any
violation or breach of, or constitute (with or without notice or lapse of time,
or both) a default (or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of any benefit) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, contract
or other agreement, instrument or obligation to which RTC is a party or by which
it or any of its properties or assets may be bound, or (c) conflict or violate
any permit, concession, franchise, license, judgment, Order, decree, statute,
law, ordinance, rule or regulation of any government, governmental
instrumentality or court, domestic or foreign, applicable to RTC or any of its
properties or assets, except in the case of (b) and (c) for any such conflicts,
violations, defaults, terminations, cancellations or accelerations which would
not, individually or in the aggregate, materially and adversely affect the RTC
Shares being conveyed by RTC to Global.
SECTION 3.5. PURCHASE ENTIRELY FOR OWN ACCOUNT:
(a) The Global Shares to be received by RTC will be acquired for investment for
its own account, and not with a view to the resale or distribution of any part
thereof.
(b) RTC has no present intention of selling, granting any participation in, or
otherwise distributing the Global Shares, except, in the case of (a) and (b)of
this Section 3.5, as permitted by the Act.
(c) RTC is an "accredited investor" under Rule 501(a) promulgated under the Act.
SECTION 3.6. RESTRICTED SHARES: RTC understands that the Global Shares are
characterized as "restricted securities" under the Federal securities laws and
that under such laws and applicable regulations such securities may be resold
without registration under the Act only in certain limited circumstances.
SECTION 3.7. LEGENDS: It is understood that the certificate(s) evidencing the
Global Shares shall bear a legend substantially in the form below:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT
BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION
STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
STATE LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION
OF THE SECURITIES ACT OF 1933 AND OTHER APPLICABLE STATE LAWS AND RULES.
SECTION 3.8. BROKER'S FEES: RTC is not obligated to pay any fee or commission to
any broker, finder or other similar Person in connection with the transactions
contemplated by this Agreement (other than any fees or commissions that are
solely for the account of RTC).
ARTICLE IV--REPRESENTATIONS AND WARRANTIES OF GLOBAL
Global represents and warrants to RTC that the statements contained in this
Article IV are true and correct as of the date of this Agreement and will be
true and correct as of the Closing as though made as of the Closing, except to
the extent such representations and warranties are specifically made as of a
particular date (in which case such representations and warranties will be true
and correct as of such date).
SECTION 4.1. POWER AND AUTHORITY; ENFORCIBILITY: Global is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Nevada. Global has all requisite capacity, power and authority to execute,
deliver and perform this Agreement. No other corporate action on the part of
Global is necessary to authorize the execution and delivery by Global of this
Agreement or the consummation by it of the Contemplated Transactions. This
Agreement has been duly executed and delivered and, upon execution by RTC, will
constitute a valid and legally binding obligation of Global, enforceable against
Global in accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally and (b) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
SECTION 4.2. OWNERSHIP; TRANFERABILITY: Global is the legal and beneficial owner
of the Global Shares, free and clear of any Encumbrance or restriction on
transfer, other than (i) restrictions under the Act and (ii) restrictions
reflected in a legend on the certificates representing the Global Shares.
SECTION 4.3. CONSENTS AND APPROVALS: Neither the execution, delivery and
performance of this Agreement by Global, nor the consummation by Global of any
transaction related hereto, including the transfer, sale and delivery of the
Global Shares, will require any consent, approval, license, Order or
authorization of, filing, registration, declaration or taking of any other
action with, or notice to, any Person, other than such consents, approvals,
filings or actions as may be required (a) under the Federal securities laws
which have or will be made.
SECTION 4.4. NO CONFLICTS: The execution and delivery by Global of this
Agreement and the Transaction Documents to which it is or will become a party do
not, and the consummation of the Contemplated Transactions shall not, assuming
the consents, approvals, filings or actions described in Section 4.3 are made or
obtained, as the case may be, (a) contravene, conflict with, or result in any
violation or breach of any provision of the certificate of incorporation or
by-laws of Global, (b) result in any violation or breach of, or constitute (with
or without notice or lapse of time, or both) a default (or give rise to a right
of termination, cancellation or acceleration of any obligation or loss of any
benefit) under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, contract or other agreement, instrument or
obligation to which Global is a party or by which it or any of its properties or
assets may be bound, or (c) conflict or violate any permit, concession,
franchise, license, judgment, Order, decree, statute, law, ordinance, rule or
regulation of any government, governmental instrumentality or court, domestic or
foreign, applicable to Global or any of its properties or assets, except in the
case of (b) and (c) for any such conflicts, violations, defaults, terminations,
cancellations or accelerations which would not, individually or in the
aggregate, materially and adversely affect the Global Shares being conveyed by
Global to RTC.
SECTION 4.5. BROKER'S FEES: Global has no liability or obligation to pay any
fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement (other than any fees or commissions
that are solely for the account of Global).
ARTICLE V--CONDITIONS PRECEDENT; RELATED COVENANTS
SECTION 5.1. CLOSING EFFORTS: Each of the parties hereto shall use its
commercially reasonable efforts ("Reasonable Efforts") to take all actions and
to do all things necessary, proper or advisable to consummate the transactions
contemplated by this Agreement, including using its Reasonable Efforts to ensure
that (i) its representations and warranties remain true and correct in all
material respects through the Closing Date, and (ii) the conditions to the
obligations of the other parties to consummate the transaction are satisfied.
SECTION 5.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF GLOBAL: The obligations of
Global to transfer the Global Shares and receive the RTC Shares at the Closing
are subject to the fulfillment of the condition that, at the Closing, the
representations and warranties of RTC set forth in this Agreement that are
qualified as to materiality shall be true and correct in all respects, and all
other representations and warranties of RTC set forth in this Agreement shall be
true and correct in all material respects, in each case as of the date of this
Agreement and as of the Closing as though made as of the Closing, except to the
extent such representations and warranties are specifically made as of a
particular date (in which case such representations and warranties shall be true
and correct as of such date).
SECTION 5.3. CONDITIONS PRECEDENT TO OBLIGATIONS OF RTC: The obligations of RTC
to transfer the RTC Shares and receive the Global shares at the Closing are
subject to the fulfillment of the condition that, at the Closing, the
representations and warranties of Global set forth in this Agreement that are
qualified as to materiality shall be true and correct in all respects, and all
other representations and warranties of Global set forth in this Agreement shall
be true and correct in all material respects, in each case as of the date of
this Agreement and as of the Closing as though made as of the Closing, except to
the extent such representations and warranties are specifically made as of a
particular date (in which case such representations and warranties shall be true
and correct as of such date).
ARTICLE 6--SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
SECTION 6.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations,
warranties, covenants, and obligations RTC and Global set forth in this
Agreement and in any certificate, agreement, or instrument delivered in
connection with the transactions contemplated hereby, shall survive the Closing
for a period of three years.
SECTION 6.2. INDEMNIFICATION: RTC and Global (individually as, "Company") shall,
defend, indemnify, and hold harmless the other and its affiliates and its
respective officers, directors, shareholders, agents and employees
(individually, a "Company Indemnitee" and collectively the "Company
Indemnitees"), from and against any and all claims, losses, deficiencies,
liabilities, obligations, damages, penalties, punitive damages, costs, and
expenses (including, without limitation, reasonable legal, accounting and
consulting fees), whether or not resulting from third party claims
(collectively, "Losses"), suffered by a Company Indemnitee, which arise out of
or result from:
(a) any inaccuracy or misrepresentation in or breach of any of the
representations, warranties, covenants or agreements made by either Company in
this Agreement or in any document, certificate or affidavit delivered by the
Company pursuant to the provisions of this Agreement;
(b) any obligation, liability, debt or commitment of the Company which is not
disclosed herein, whether or not paid by the Company; and
(c) any other matter, including, but not limited to, all acts, omissions and
conditions existing or occurring prior to the Closing for which any of the
Company Indemnitees is alleged to be liable pursuant to any successor or similar
theory of liability.
SECTION 6.3 PROCEDURE FOR THIRD PARTY CLAIMS:
(a) Notice to the indemnifying party shall be given promptly after receipt by
the Company Indemnitee of actual knowledge of the commencement of any action or
the assertion of any claim that will likely result in a claim by it for
indemnity pursuant to this Agreement. Such notice shall set forth in reasonable
detail the nature of such action or claim to the extent known, and include
copies of any written correspondence or pleadings from the party asserting such
claim or initiating such action. The indemnified party shall be entitled, at its
own expense, to assume or participate in the defense of such action or claim. If
the indemnifying party assumes the defense of such action or claim, it shall be
conducted by counsel chosen by such party and approved by the party seeking
indemnification, which approval shall not be unreasonably withheld.
(b) For actions where the indemnifying party does not exercise its right to
assume the defense, the party seeking indemnification shall assume and control
the defense of and contest such action with counsel chosen by it and approved by
the indemnifying party, which approval shall not be unreasonably withheld. The
indemnifying party shall be entitled to participate in the defense of such
action, the cost of such participation to be at its own expense. The
indemnifying party shall pay the reasonable attorneys' fees and expenses of the
party seeking indemnification to the extent that such fees and expenses relate
to claims as to which indemnification is payable under Sections 6.2, as such
expenses are incurred.
(c) Both the indemnifying party and the indemnified party shall cooperate fully
with one another in connection with the defense, compromise, or settlement of
any such claim or action, including, without limitation, by making available to
the other all pertinent information and witnesses within its control.
(d) No indemnified party shall have the right to settle any action brought
against it without the consent of the indemnifying party. The indemnifying party
shall have the right to settle any action brought against an indemnified party
as long as the indemnified party has been delivered a complete release as a
condition of the settlement.
SECTION 6.4 REMEDIES CUMULATIVE: The remedies provided for herein shall be
cumulative and shall not preclude assertion by any party of any other rights or
the seeking of any other remedies against any other party.
SECTION 6.5 SUCCESSORS: The merger, consolidation, liquidation, dissolution or
winding up of, or any similar transaction with respect to the parties hereto,
shall not affect in any manner the obligations of the parties pursuant to
Section 6 or any other term or provision of this Agreement, and the parties
covenant and agree to make adequate provision for their liabilities and
obligations hereunder in the event of any such transaction.
ARTICLE V11--DISCLOSURES PURSUANT TO CONFLICT OF INTEREST POLICIES
SECTION 7.1. DISCLOSURES: For the purpose of complying with all conflict of
interest provisions in the bylaws or resolutions of Global and RTC, and in
further compliance with all state and federal laws requiring disclosure of
information involving any direct or indirect financial interests and positions
of influence held by an individual participating in transactions which could
lead to a potential, apparent or actual conflict of interest, the following
statement is made:
(a.) Xxxxx Xxxxx is a member of the Board of Directors of Global.
(b.) Xxxxx Xxxxx, individually, is a minority shareholder of RTC.
(c.) Xxxxx Xxxxx will, upon approval and execution of this Agreement, be among
the RTC Shareholders receiving Global shares in the exchange contemplated
under this Agreement.
ARTICLE VIII--GENERAL PROVISIONS; OTHER AGREEMENTS
SECTION 8.1. PRESS RELEASES. Other than any required filings under the Federal
securities laws, none of the parties hereto will, without first obtaining the
approval of the other, make any public announcement, directly or indirectly,
regarding this Agreement, nor the nature of the transaction contemplated by this
Agreement, to any person except as required by law or regulatory bodies and
other than to the respective principals or other representatives of the Parties,
each of whom shall be similarly bound by such confidentiality obligations. If
any such press release or public announcement is so required by either party
(except in the case of any disclosure required under the Federal securities laws
to be made in a filing with the Securities and Exchange Commission), the
disclosing party shall consult with the other parties prior to making such
disclosure, and the parties shall use all reasonable efforts, acting in good
faith, to agree upon a text for such disclosure which is satisfactory to each of
the parties.
SECTION 8.2. EXPENSES: Regardless of whether the transactions contemplated
hereby are consummated, all legal and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party hereto incurring such costs and expenses.
SECTION 8.3. GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to the conflicts
of laws provisions thereof.
SECTION 8.4. HEADINGS: Article and Section headings used in this Agreement are
for convenience only and shall not affect the meaning or construction of this
Agreement.
SECTION 8.5. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings, both written and oral, with respect to the subject matter
hereof.
SECTION 8.6. COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Signatures on this
Agreement may be communicated by facsimile transmission and shall be binding
upon the parties hereto so transmitting their signatures. Counterparts with
original signatures shall be provided to the other parties hereto following the
applicable facsimile transmission; provided that the failure to provide the
original counterpart shall have no effect on the validity or the binding nature
of this Agreement.
SECTION 8.7. AMENDMENT: Any term of this Agreement may be modified or amended
only by an instrument in writing signed by each of the parties hereto.
SECTION 8.8. SEVERABILITY: If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforced in accordance with its terms.
SECTION 8.9. NOTICES: Any notice, report, demand, waiver, consent or other
communication given by a party under this Agreement shall be in writing, may be
given by a party or its legal counsel, and shall deemed to be duly given upon
delivery by Federal Express or similar overnight courier service which provides
evidence of delivery, or when delivered by facsimile transmission if a copy
thereof is also delivered in person or by overnight courier. Notices of address
change shall be effective only upon receipt notwithstanding the provisions of
the foregoing sentence.
Notice to Global shall be sufficient if given to:
Global Pari-Mutual Services, Inc.
XX Xxx 00000
Xxxxxxxx, Xxxxxxx 00000
Notice to RTC shall be sufficient if given to:
Royal Turf Club, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxx 00000
IN WITNESS WHEREOF, the parties hereto have caused this Stock Exchange
Agreement to be duly executed and delivered as of the date set forth above.
ROYAL TURF CLUB, INC.
By:____________________________
Name:
Title:
GLOBAL PARI-MUTUAL SERVICES, INC.
By:____________________________
Name:
Title:
