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Title: |
Warrant Issuance Agreement |
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Entities: |
Gemstar-TV Guide International Inc.; Youbet.com, Inc.; Baker Botts |
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Date: |
2002 |
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Size: |
Preview shows 11KB of 111KB total |
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Price: |
$48 |
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ID: |
#340616 |
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WARRANT ISSUANCE AGREEMENT
Between
YOUBET.COM, INC.
and
ODS TECHNOLOGIES, L.P.
Dated as of May 18, 2001
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
Article I. Issuance Of Warrants
Section 1.01. Issuance Of Initial Warrant 1
Section 1.02. Issuance Of Additional Warrant 1
Article II. Representations And Warranties Of UBET
Section 2.01. Organization And Qualification 2
Section 2.02. Authorization And Validity 2
Section 2.03. Capitalization 3
Section 2.04. Reports And Financial Statements 4
Section 2.05. No Approvals Or Notices Required; No Conflict With Instruments 4
Section 2.06. Absence Of Certain Changes Or Events 5
Section 2.07. Legal Proceedings 6
Section 2.08. Compliance With Regulatory Requirements 6
Section 2.09. Brokers Or Finders 6
Section 2.10. Intellectual Property 7
Section 2.11. Compliance With Charter And Contracts 7
Section 2.12. Disclosure 8
Section 2.13. Section 203 Of The DGCL 8
Article III. Representations And Warranties Of TVG
Section 3.01. Organization And Qualification 8
Section 3.02. Authorization And Validity Of Agreement 8
Section 3.03. No Approvals Or Notices Required; No Conflict With Instruments 8
Section 3.04. Legal Proceedings 9
Section 3.05. Compliance With Regulatory Requirements 9
Section 3.06. Brokers Or Finders 10
Section 3.07. Intellectual Property 10
Section 3.08 Compliance with Charter 10
Section 3.09. Investment Purpose 10
Article IV. Certain Covenants
Section 4.01. UBET Stockholder Meeting 11
Section 4.02. Reservation Of Shares 12
Section 4.03. Obtaining Of Certain Governmental Approvals 12
Section 4.04. Reasonable Efforts 13
Section 4.05. UBET Board Representation 13
Section 4.06. Registration Rights 14
Section 4.07. Rights To Additional Shares 24
Section 4.08. Restrictions On Purchases Of UBET Common Stock
Other Than Pursuant To The Warrants 24
Section 4.09. Ladbroke Agreement 24
Article V. Miscellaneous
Section 5.01. Further Assurances 25
Section 5.02. Expenses 25
Section 5.03. Notices 25
Section 5.04. Entire Agreement 26
Section 5.05. Assignment; Binding Effect; Benefit 26
Section 5.06. Amendment 26
{/TABLE}
i
{PAGE}
{TABLE}
{CAPTION}
{S} {C}
Section 5.07. Extension; Waiver 26
Section 5.08. Survival 27
Section 5.09. Arbitration 27
Section 5.10. Interpretation 27
Section 5.11. Counterparts 27
Section 5.12. Applicable Law 28
{/TABLE}
ii
{PAGE}
WARRANT ISSUANCE AGREEMENT
WARRANT ISSUANCE AGREEMENT (this "Agreement"), dated as of May 18, 2001, by
---------
and between YOUBET.COM, INC., a Delaware corporation ("UBET") and ODS
----
TECHNOLOGIES, L.P., a Delaware limited partnership ("TVG").
---
RECITALS
WHEREAS, UBET and TVG are parties to a License and Content Agreement (the
"License Agreement"), dated as of the date hereof, relating to the grant by TVG
------------------
to UBET of a non-exclusive license to use, subject to the terms thereof, (i)
TVG's patented systems, platforms, methods and technologies for the making of
pari-mutuel wagers on horse races using telephones and online using personal
computers and other devices approved by the TVG in its business judgment, and
(ii) certain horsetrack simulcast audio, video and data content for the purpose
of streaming such content online and the agreement of each track to accept
wagers based on such content;
WHEREAS, UBET and TVG have made the execution and delivery of this
Agreement a condition to the execution and delivery of the License Agreement;
and
WHEREAS, UBET intends, subject to the terms and conditions set forth in
this Agreement, to issue to TVG certain warrants representing the right to
purchase shares of common stock, par value $.001 per share, of UBET ("UBET
----
Common Stock").
------------
NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS
SECTION 1.01. Issuance of Initial Warrant. UBET, for good and valuable
---------------------------
consideration the receipt and sufficiency of which is hereby acknowledged, shall
issue to TVG a warrant (the "Initial Warrant") to purchase an aggregate of
---------------
3,884,650 shares of UBET Common Stock (as the same may be adjusted pursuant to
the terms of the Initial Warrant, the "Initial Warrant Shares"). The Initial
----------------------
Warrant shall be evidenced by, and have the terms (including adjustment terms)
set forth in, the Warrant Certificate attached hereto as Exhibit A.
SECTION 1.02. Issuance of Additional Warrant. Subject only to (i) the
------------------------------
approval of UBET's stockholders of the Warrant Proposal as provided in Section
4.01, and (ii) the License Agreement not having been terminated according to its
terms, immediately following the UBET Stockholders Meeting (as hereinafter
defined), UBET, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, shall issue to TVG a warrant (the "Additional
----------
Warrant") to purchase a number of shares of UBET Common Stock which, when
-------
aggregated with the number of Initial Warrant Shares, shall equal 51.0% of the
sum of (i) the
1
{PAGE}
total number of shares of UBET Common Stock outstanding on the date the
Additional Warrant is exercised (the "Additional Warrant Exercise Date"), (ii)
--------------------------------
the total number of shares of UBET Common Stock issuable upon exercise of the
Additional Warrant, and (iii) the total number of Initial Warrant Shares then
issuable upon exercise of the Initial Warrant (as the same may be adjusted
pursuant to the terms of the Additional Warrant, the "Additional Warrant
------------------
Shares"). The Additional Warrant shall be evidenced by, and have terms
------
(including adjustment terms) set forth in, the Warrant Certificate attached
hereto as Exhibit B.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF UBET
UBET hereby represents and warrants to TVG as follows:
SECTION 2.01. Organization and Qualification. UBET (i) is a corporation
------------------------------
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware, (ii) has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as it is now being
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