Agreement
Exhibit
10.1
Agreement
This
Agreement made this is made on the 9th
day of
May 2007, by and between Rounders,
Ltd,
and
The
Game International, Ltd,
both
Turks and Caicos company, jointly operating The Players Club, located at the
Queen Angel Resort (hereinafter collectively referred to as “The Players Club”
or “TPC”), and Carib
Gaming, Ltd,
a Turks
and Caicos company (hereinafter referred to as “Carib”). TPC and Carib are
referred to herein sometimes collectively as the “Parties,”
and
individually as the “Party.”
And:
Syzygy Entertainment Ltd. a Nevada company (hereinafter referred to as
“Syzygy”)
1. WHEREAS:
Carib
provides certain management consulting services to TPC (“the Services”) and has
advanced certain funding for the purchase of gaming machines located at the
Players Club and operational expenses (“the Advances”) and had the right to
share in the profits of the Players Club(“the Profit Share”);
TPC
wishes to repay the Advances, to terminate the Services and to terminate the
Profit Share in accordance with the terms of this Agreement; and
Carib
has
agreed to the terms of repayment of the Advances and to the termination of
the
Services and the Profit Share in accordance with the terms hereof;
NOW
THEREFORE,
for
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged by the Parties to this Agreement, the Parties to this Agreement
hereby agree as follows:
1.1
Carib
will release TPC in accordance with the Mutual Release attached hereto as
Schedule A from its obligations to it including but not limited to those set
forth in the Memorandum of Understanding dated September 13, 2006 for and in
consideration of the following:
a)
Repayment of Advances and Payment for Services
On
Closing, TPC shall repay the amount of the Advances as set forth in Schedule
B
on the Closing together with consulting fees at $40,000 per month from December
9, 2006 to April 9, 2007. Any services provided by Carib after April 9, 2007
has
been satisfied by Rounders release of any claim or right to the “Dice Game” that
has been removed from The Players Club property and the cost was originally
split 50/50 between the Parties until its sale or other disposal. This release
of claim also covers the US$5,000 cost incurred by Carib on account of bringing
Xxxxxxxx Xxxxxxx to the Turks and Caicos Islands.
Closing
shall occur not later than May 14, 2007.
b) Equity
On
Closing, TPC will cause Syzygy and Syzygy hereby covenants and agrees to comply
with such a request from TPC to issue to Carib or its assignees, 400,000 shares
of Syzygy common stock (“Shares”) which shall be subject to a Rule 144
restrictive legend. Rounders hereby agrees to use its best efforts to secure
an
opinion of counsel for the Shares upon satisfaction of the requirements under
Rule 144.
c)
Licensing
On
Closing, TPC will assist Carib in obtaining a letter from the Minister of
Finance confirming that Carib continues to hold a slot parlor license and that
the license is in good standing.
d)
Funds not Deposited, Checkbook Registry Reconciliation and Cage
Funds
On
closing TPC shall pay to Carib the sum of $691,313.97 less the TPC Float of
$70,000 and Carib shall deliver its check book to its attorney Xxxxx Xxxxxxxxxx
(who has signing authority). Fifteen business days after Closing, Carib shall
advise TPC of the actual balance due to TPC after all checks have cleared and
shall instruct Xxxxxxxxxx to write a check to TPC for the then balance of the
account.
1.2
On
Closing and against receipt of the repayment of the advances, the delivery
of
the Shares and the letter from the Minister of Finance, and receipt of the
Mutual Release executed by TPC, Carib shall deliver to Syzygy a Xxxx of Sale
transferring the assets listed in Schedule B to Syzygy and the Mutual Release
executed by Carib. Until receipt of all of the documents required to be
delivered by TPC and Syzygy and in particular the letter concerning the Carib
slot parlor license, Carib shall not be required to deliver the Mutual Release
or the Xxxx of Sale.
2.
TPC Management
Parties
agree that Rounders shall have full responsibility for the management of The
Players Club upon Closing.
3.
Carib Expertise and Advisory Role
TPC
and
Carib agree that Carib will continue to work closely with TPC to ensure its
growth and profitability in the future.
4.
Carib’s Slot Parlor License
TPC
and
Carib agree that the slot parlor license used at TPC will be owned by TPC.
Carib
will retain its slot parlor license. Carib will not use its slot parlor license
in Providenciales for 12 months starting December 9 2006 and ending December
8
2007. Carib will be free to use its slot parlor license in Grand Turk at any
time.
5.Non-Competition
Clause
In
consideration of the payments and agreements contained in Par. 1 and Par. 4
hereof, the Parties agree there are no other non-competition
agreements.
6. Notices
Notices
to be sent pursuant to the terms and conditions of this Agreement, shall be
delivered by hand as follows:
|
As
to Carib:
|
Carib
Gaming
|
|
x/x
Xxxxx Xxxxxxxxxx XxXxxxxx
|
|
|
Xxxxxxxxx
Xxxxx
|
|
|
Providenciales,
Turks and Caicos
|
|
|
Attention:
Xxxxx Xxxxxxxxxx
|
|
|
As
to TPC:
|
Rounders,
LTD
|
|
The
Game International, LTD
|
|
|
The
Players Club, Queen Angel Resort
|
|
|
Providenciales,
Turks and Caicos Islands, BWI
|
|
|
Attention:
|
7. Trade Secrets - Confidentiality
TPC
and
Carib mutually acknowledge and agree that any confidential information is
proprietary to and a valuable trade secret of Carib or TPC as applicable and
that any disclosure or unauthorized use thereof will cause irreparable harm
and
loss to Carib or TPC. The parties hereto agree that all such information
conveyed to TPC regarding the operations and services of Carib or to Carib
regarding the operations, services and products of TPC constitutes a trade
secret.
TPC
and
the Carib agree at all times during the term this Agreement and after the
termination of this Agreement to hold in strictest confidence, and not to use,
except for the benefit of the other party, or to disclose, transfer or reveal,
directly or indirectly to any person or entity any Confidential information
without the prior written authorization of the other party. For purposes of
this
Agreement, “Confidential Information” shall
mean any and all information that is not generally known and that is proprietary
to both parties and any of their clients or licensors. Confidential Information
includes, without limitation, names of investors, buyers, sellers, borrowers,
TPC client lists, financial information, and trade secrets about TPC and its
products and information or other proprietary information relating to designs,
formulas, developmental or experimental work, know how, products processes,
computer programs, source codes, databases, designs, schematics, or other
original works of authorship.
8. Attorneys'
Fees - Arbitration
In
the
event any litigation or controversy, including arbitration, arises out of or
in
connection with this Agreement between the parties hereto, the prevailing party
in such litigation, arbitration or controversy, shall be entitled to recover
from the other party or parties, all reasonable attorneys' fees, expenses and
suit costs, including those associated within the appellate or post judgment
collection proceedings.
Any
dispute or disagreement arising out of this Agreement shall be fully and finally
resolved through binding arbitration in accordance with the rules of the
American Arbitration Association governing commercial disputes. The costs of
the
Arbitration including without limitation, the fees of the arbitrator (but
excluding each party's attorney's fees) shall be initially shared equally by
the
parties but may be awarded by the arbitrator as additional damages in favor
of
the prevailing party. The decision of the arbitrator shall be binding and
nonappealable.
9. Governing
Law
This
Agreement shall be construed under and in accordance with the laws of the Turks
and Caicos Islands, and all obligations of the parties created under it are
performed in Providenciales, Turks and Caicos, BWI.
10. Parties
Bound
This
Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executors, administrations, legal
representatives, successors, and assigns when permitted by this
Agreement.
11. Legal
Construction
In
case
any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability shall not affect any other
provision, and this Agreement shall be construed as if the invalid, illegal,
or
unenforceable provision had never been contained in it.
12. Prior
Agreements Superseded
This
Agreement constitutes the sole and only Agreement of the contracting parties
and
supersedes any prior understandings or written or oral agreements between the
respective parties. Further, this Agreement may only be modified or changed
by
written agreement signed by all parties hereto.
13. Multiple
Copies or Counterparts of Agreement
The
original and one or more copies of this Agreement may be executed by one or
more
of the parties hereto. In such event, all of such executed copies shall have
the
same force and effect as the executed original, and all of such counterparts
taken together shall have the effect of a fully executed original.
Further,
this Agreement may be signed by the parties and copies hereof delivered to
each
party by way of facsimile transmission, and such facsimile copies shall be
deemed original copies for all purposes if original copies of the parties'
signatures are not delivered.
14. Headings
Headings
used throughout this Agreement are for reference and convenience, and in no
way
define, limit or describe the scope or intent of this Agreement or effect its
provisions.
15. Miscellaneous
Other
miscellaneous provisions:
(a)
Subsequent
Events.
Carib
and the TPC each agree to notify the other party if, subsequent to the date
of
this Agreement, either party incurs obligations which could compromise its
efforts and obligations under this Agreement.
(b)
Amendment.
This
Agreement may be amended or modified at any time and in any manner only by
an
instrument in writing executed by the parties hereto.
(c) Further Actions and Assurances. At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.
(d)
Waiver.
Any
failure of any party to this Agreement to comply with any of its obligations,
agreements, or conditions hereunder may be waived in writing by the party to
whom such compliance is owed. The failure of any party to this Agreement to
enforce at any time any of the provisions of this Agreement shall in no way
be
construed to be a waiver of any such provision or a waiver of the right of
such
party thereafter to enforce each and every such provision. No waiver of any
breach of or non-compliance with this Agreement shall be held to be a waiver
of
any other or subsequent breach or non-compliance.
(e) Assignment.
Neither
this Agreement nor any right created by it shall be assignable by either party
without the prior written consent of the other.
(f) Binding
Effect.
This
Agreement shall be binding upon the parties hereto and inure to the benefit
of
the parties, their respective heirs, administrators, executors, successors,
and
assigns.
(g) Entire
Agreement.
This
Agreement contains the entire agreement between the parties hereto and
supersedes any and all prior agreements, arrangements, or understandings between
the parties relating to the subject matter of this Agreement. No oral
understandings, statements, promises, or inducements contrary to the terms
of
this Agreement exist. No representations, warranties, covenants, or conditions,
express or implied, other than as set forth herein, have been made by any
party.
(h) Severability.
If any
part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.
(i) Counterparts.
A
facsimile, telecopy, or other reproduction of this Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument, by one or more parties hereto and such executed copy may be
delivered by facsimile of similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen.
In
this event, such execution and delivery shall be considered valid, binding
and
effective for all purposes. At the request of any party hereto, all parties
agree to execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.
(j) Time
is of the Essence.
Time is
of the essence of this Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the date written above.
Rounders,
LTD
By:
/s/
Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx, Director
Date:
5/9/07
The
Game International, LTD
By:
/s/
Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx, Director
Date:
5/9/07
Carib
Gaming, LTD
By:
/s/
Xxxxx Xxxxxxxxxx
Name:
Xxxxx Xxxxxxxxxx
Date:
5/9/07
Syzygy
Entertainment, LTD
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx, CEO
Date:
5/9/07
