GUARANTY AGREEMENT
Exhibit
10.1
This
Guaranty Agreement is
made
and entered into effective as of December 22, 2005, by and among Equitex, Inc.,
a Delaware corporation (“Equitex”),
and
Game Financial Corporation, a Minnesota corporation (“Game
Financial”).
INTRODUCTION
A. Game
Financial, FastFunds Financial Corporation, a Nevada corporation and
consolidated subsidiary of Equitex (“FastFunds”),
and
Chex Services, Inc., a Minnesota corporation and wholly owned subsidiary of
FastFunds (“Chex
Services”),
are
parties to an Asset Purchase Agreement of even date herewith (the “Purchase
Agreement”), pursuant to which Game Financial is purchasing substantially all of
the assets of Chex Services.
B. The
Purchase Agreement contemplates Equitex’s execution and delivery of a Guaranty
Agreement, in the form of this Agreement, under which Equitex will
unconditionally guarantee all of the representations, warranties and obligations
of FastFunds and Chex Services under the Purchase Agreement and agree to certain
other terms and conditions. Game Financial’s willingness to enter into the
Purchase Agreement is conditioned upon the execution of this Guaranty
Agreement.
AGREEMENT
Now,
Therefore,
in
consideration of the foregoing, the parties hereby agree as
follows:
1. General
Guarantee.
Equitex
hereby unconditionally guarantees the performance and payment of and by
FastFunds and Chex Services of all covenants, agreements and obligations
(including indemnification) under the Purchase Agreement, and all of the
representations and warranties of FastFunds and Chex Services in the Purchase
Agreement, subject to the terms, conditions and time periods set forth in the
Purchase Agreement; provided, however, that Equitex shall have the right to
assert all defenses, offsets and counterclaims that FastFunds or Chex Services
may have against Game Financial as a condition to all its obligations
hereunder.
2. Representations
and Warranties.
Equitex
hereby joins in the representations and warranties set forth in Section 6 of
the
Purchase Agreement with respect to itself (as though it were a “Chex Entity” as
defined in the Purchase Agreement) and with respect to FastFunds and Chex
Services. For purposes of such representations and warranties, this Guaranty
Agreement shall be considered an “Ancillary Agreement.”
3. Covenants
and Agreements.
Equitex
agrees to be bound by the covenants and agreements set forth in Section 8 of
the
Purchase Agreement as though it were a “Chex Entity” as defined in the Purchase
Agreement, including without limitation Sections 8.1 (Conduct of Business),
8.3
(Confidentiality), 8.10 (Exclusivity) and 8.11 (Covenant Not to
Compete).
4. Indemnification.
In
addition to its general guarantee above, Equitex agrees to indemnify and hold
harmless the Game Financial Indemnified Parties as set forth in Section 10
of
the Purchase Agreement as though Equitex were a “Chex Entity” directly obligated
by Section 10.
5. General.
For the
convenience of the parties and to facilitate the execution of this Agreement,
any number of counterparts hereof may be executed and each such executed
counterpart shall be deemed to be an original instrument. In addition,
signatures may be delivered by facsimile or other means of electronic
transmission, and signatures so delivered shall constitute valid and binding
signatures to this Agreement to the same extent as original
signatures.
This
Agreement (together with the Purchase Agreement) sets forth the parties’ final
and entire agreement with respect to its subject matter and supersedes any
and
all prior understandings and agreements.
* * * * *
2
In
Witness Whereof,
the
parties hereto have caused this Guaranty Agreement to be duly signed in their
respective names all as of the date and year first above written.
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EQUITEX:
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EQUITEX,
INC.
a
Delaware corporation
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/s/
Xxxxx Xxxx
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Xxxxx
Xxxx,
President
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GAME
FINANCIAL:
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GAME
FINANCIAL CORPORATION:
a
Minnesota corporation
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By:/s/
Xxxx X. Xxxxxxx
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Name:Xxxx
X. Xxxxxxx
Title:
President
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Signature
Page - Guaranty Agreement
