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Title: |
Stock Purchase Agreement |
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Date: |
2002 |
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Preview shows 12KB of 131KB total |
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$64 |
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ID: |
#1159158 |
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EXECUTION VERSION
STOCK PURCHASE AGREEMENT
AMONG
GLOBAL INTERACTIVE GAMING LTD.
MULTISPORT GAMES DEVELOPMENT INC.
PETER G. SPROGIS
ISW ACQUISITION CO., LLC
AND
INTERACTIVE SYSTEMS WORLDWIDE INC.
(with respect only to certain Sections)
Dated as of JULY 30, 2002
<PAGE>
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 30, 2002,
among Global Interactive Gaming Ltd., a corporation organized under the laws of
England ("GIG"), MultiSport Games Development Inc., a Delaware corporation
("MultiGames"), Peter G. Sprogis, a citizen and resident of England ("Sprogis,"
together with MultiGames are collectively referred to as "Sellers" and each is
individually referred to as a "Seller"), and ISW Acquisition Co., LLC, a
Delaware limited liability company ("Buyer").
W I T N E S S E T H:
WHEREAS, Sellers are the direct owners of a total of 58,900 shares of
GIG representing 37.044% of the issued share capital of GIG (the "Shares");
WHEREAS, upon the terms and conditions herein set forth, Buyer desires
to purchase from Sellers, and Sellers desire to sell to Buyer, the Shares;
WHEREAS, simultaneous with the purchase of the Shares, Buyer is
purchasing 100,100 shares of GIG from PiV, representing 62.956% of the issued
share capital of GIG;
WHEREAS, simultaneous with the purchase of the Shares, GIG, PiV and
KirchSport are entering into certain agreements.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, conditions and promises hereinafter set forth, the parties hereby
agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1. Definitions
For purposes of this Agreement, the following terms have the meanings
set forth below:
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such other Person. For the purposes of this definition, "control" (including,
with correlative meaning, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or by contract or otherwise.
"Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission ("SEC") thereunder.
"Agreement" has the meaning set forth in the preamble.
"Benefit Plans" has the meaning set forth in Section 4.15(a).
"Brightform" means Brightform Ltd., a corporation organized under the
laws of England and Wales that is a wholly-owned subsidiary of GIG.
<PAGE>
"Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks in New York City, NY or London, England are authorized
or required to close.
"Buyer" has the meaning set forth in the preamble.
"Closing" has the meaning set forth in Section 3.1.
"Closing Date" has the meaning set forth in Section 3.1.
"Common Stock" has the meaning set forth in Section 4.4.
"Consents" means all consents and approvals of Governmental Bodies or
other third parties necessary to authorize, approve or permit the parties to
consummate the Transaction and for GIG or Brightform to hold and use the License
after the Closing Date.
"Consultants" has the meaning set forth in Section 4.15(a).
"Damages" has the meaning set forth in Section 13.1.
"Directors" has the meaning set forth in Section 4.15(a)
"Disclosure Schedule" means the Disclosure Schedules of GIG, Sprogis,
MultiGames, or Buyer as the case may be, delivered pursuant to this Agreement
and with respect to GIG, for the avoidance of doubt includes the Due Diligence
Material and all information and documents available from a search of the public
files maintained by the Registrar of Companies in England and Wales in respect
of GIG and Brightform, up to and including two Business Days prior to execution
of this Agreement, but excluding all financial statements for years ending prior
to December 31, 2001.
"Due Diligence Material" means all material, documents and disclosures
made to Buyer or ISW as more particularly described on Exhibit D.
"Employees" has the meaning set forth in Section 4.15(a).
"Encumbrances" means any mortgage, lien, pledge, charge, security
interest, encumbrances, equities or claims of any kind.
"Escrow Account" means the account set up pursuant to the Escrow
Agreement.
"Escrow Agent" means Citibank, N.A.
"Escrow Agreement" means the Escrow Agreement, dated as of March 17,
2000, as heretofore amended, by and among ISW, GIG, GIG, LLC and Citibank, N.A.
"Escrow Funds" means the aggregate amount of principal and accrued
interest in the Escrow Account.
2
<PAGE>
"Fort Knox Escrow Agreement" means the Software Escrow Agreement dated
as of March 17, 2000 by and among ISW, GIG, GIG, LLC and Fort Knox Escrow
Services, Inc.
"GAAP" means generally accepted accounting principles in the United
States, consistently applied.
"GAAP-UK means generally accepted accounting principles in the United
Kingdom consistently applied.
"GIG" (formerly known as Global Interactive Gaming AG) has the meaning
set forth in the preamble.
"GIG, LLC" means Global Interactive Gaming LLC, a Delaware limited
liability company (formerly known as Global Interactive Gaming, Inc.).
"Governmental Body" means any domestic or foreign national, state,
multi-state or municipal or other local government, any subdivision, agency,
commission or authority thereof, any court, or any quasi-governmental or private
body exercising any regulatory or taxing authority thereunder.
"Indemnifying Party" has the meaning set forth in Section 13.3.
"Indemnitee" has the meaning set forth in Section 13.3.
"Interim 2002 Financial Statements" has the meaning set forth in
Section 4.8(c).
"IP Escrow Agent" means Fort Knox Escrow Services Inc. or its
successor.
"Intellectual Property" has the meaning set forth in Section 4.23.
"ISW Acquisition Co., LLC" has the meaning set forth in the preamble.
"ISW" means Interactive Systems Worldwide Inc., a Delaware corporation.
"ISW Stock" means ISW Common Stock, par value $.001 per share.
"KirchSport" means KirchSport Limited, a corporation organized under
the laws of England.
"KirchSport Agreement" means the Agreement by and between GIG and
KirchSport dated as of the date hereof, relating to, among other things, certain
rental obligations.
"Knowledge" or "knowledge" means when used with respect to any party,
the knowledge, information or belief that the party has or should reasonably
have after making full inquiry into the relevant subject matter.
"Last Accounts" has the meaning set forth in Section 4.8(a).
"Laws" means statutes, laws, regulations and rules of any Governmental
Body.
3
<PAGE>
"Leased Property" has the meaning set forth in Section 4.10.
"Leases" has the meaning set forth in Section 4.10.
"License" means a license, permit, certificate of authority, waiver,
approval, certificate of public convenience and necessity, registration or other
authorization consent or clearance to transact an activity or business or to use
an asset or process, in each case issued or granted by a Governmental Body.
"License Agreement(s)" means each of the two agreements dated March 17,
2000, by and between GIG and ISW, and by and between GIG, LLC and ISW.
"Litigation" means a suit, legal action or arbitration.
"Material Adverse Effect" means a material adverse effect on the
business, assets, results of operations or financial condition of GIG and the
Subsidiaries taken as a whole.
"Nondisclosure Agreement" means that certain Nondisclosure Agreement
between GIG, GIG, LLC and ISW dated April 9, 2002.
"Nuttall Agreement" means the agreement in the form of Exhibit E
hereto.
"Person" means an individual, corporation, partnership, trust,
unincorporated organization or other entity, or a Governmental Body.
"PiV" means Prisma iVentures Ltd., a corporation organized under the
laws of England.
"PiV Agreement" means the agreement dated the date hereof by and
between Buyer and PiV relating, among other things, to the sale of the shares of
GIG owned by PiV.
"PiV Shares" means the 100,100 ordinary shares of issued capital of GIG
owned of record by PiV representing 62.956% of the issued share capital of GIG,
such share capital being split into 89,100 fully paid up ordinary shares and
11,000 partly paid up shares.
"Preferred Stock" means the Series A Preferred Stock of ISW with the
terms more particularly described on Exhibit A hereto.
"Purchase Price" has the meaning set forth in Section 2.2.
"Related Agreements" means the PiV Agreement and the KirchSport
Agreement.
"Returns" means any return, report, estimate, declaration, information
return and statement of any nature with respect to Taxes, any declaration of
estimated Tax or any Tax reports.
"Sellers" means MultiGames and Sprogis.
"Shares" has the meaning set forth in the preamble.
4
<PAGE>
"Significant Contract" has the meaning set forth in Section 4.14.
"Sprogis" means Peter G. Sprogis, a citizen of England.
"Subsidiaries" means GIG, LLC and Brightform Ltd.
"Tax" or "Taxes" means any United Kingdom or United States or other
foreign federal, state or local income, business, occupation, environmental,
gross receipts, ad valorem, alternative or add-on minimum tax profits,
severance, franchise, license, transfer, sales, use, value added, payroll,
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