ACQUISITION AGREEMENT
This Acquisition Agreement ("Agreement") by and between
eConnect a Nevada corporation ("Company"), and xXxx.xxx, Inc., a
Nevada corporation ("eBet"), is made this 12th day of August,
1999.
WHEREAS, eBet if the owner of certain technology in
connection with on-line wagering ("Assets"); and
WHEREAS, the Company desires to acquire all right, title, and
interest in this technology from eBet on the terms and conditions
set forth in this agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, the
undersigned parties agree as follows:
1. Purchase of Website.
The Company shall purchase the Assets from eBet on the
following payment terms and conditions: (a) four hundred thousand
(400,000) free trading shares of the Company and one million
(1,000,000) restricted shares of the Company (paid to the
shareholders of eBet); and (b) one million two hundred thousand
(1,200,000) free trading shares of the Company paid to the
principal of this firm (Xxxxxx Xxxxx Xxxxxx). In addition, the
Company shall pay a total of $225,000 to satisfy the creditors of
eBet and for other development costs in connection with the
acquisition.
2. Representations and Warranties of eBet.
eBet covenants, represents and warrants to the Company that:
(a) Ownership of Website. eBet owns all right, title, and
interest in the Assets, and owns and holds all necessary
trademarks, service marks, trade names, copyrights, patents,
domain names and proprietary information, and other rights
necessary to do its business as now conducted or proposed to be
conducted.
(b) Information. It is understood by the parties that neither
eBet nor any of his agents, servants or employees are making any
representation with respect to any activity of any other firm,
person, or corporation. eBet does however represent and warrant
that the information furnished by eBet, its agents, servants or
employees for and on behalf of the Company by is true, correct
and accurate.
(c) Compliance with Laws. eBet has complied with, and is not
in violation of any applicable Federal, State, or local statutes,
laws, and regulations affecting its properties or the operation
of its business.
(d) Litigation. eBet is not involved as a defendant or
plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of eBet would affect eBet or his business, assets, or financial
condition in a negative manner; or, governmental investigation
which is pending; or, to the best of the knowledge of eBet,
threatened against or affecting eBet or his business assets or
financial condition. eBet is not in default with respect to any
order, writ, injunction or decree of any Federal, State,
local/foreign court, department, agency, or instrumentality
applicable to it.
(e) Authority. eBet has full power and authority to execute,
deliver, and perform this agreement, and this agreement is a
legal, valid, and binding obligation of eBet, and is enforceable
in accordance with its terms and conditions.
(f) Ability to Carry Out Obligations. The execution and
delivery of this agreement by eBet and the performance by eBet of
his obligations hereunder in the time and manner contemplated
will not cause, constitute, or conflict with, or result in any of
the following: (a) a breach or violation of any provisions of or
constitute a default under any license, indenture, mortgage
instrument, article of incorporation, bylaw, other agreement or
instrument to which eBet is a party, or by which it may be bound,
nor will any consents or authorizations of any party other than
those required, (b) any event that would permit any party to any
agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of eBet, or, (c)
an event that would result in the creation or imposition of any
lien, charge, encumbrance on the asset of eBet.
(g) Full Disclosure. None of the representations and
warranties made by eBet herein, or any exhibit, certificate or
memorandum furnished or to be furnished by eBet on behalf of
eBet, contains or will contain any untrue statement of material
fact, or omit any material fact, the omission of which would be
misleading.
3. Representations and Warranties of The Company.
The Company covenants, represents and warrants to eBet that:
(a) Information. It is understood by the parties that neither
the Company nor any of his agents, servants or employees are
making any representation with respect to any activity of any
other firm, person, or corporation. The Company does however
represent and warrant that the information furnished by the
Company, its agents, servants or employees for and on behalf of
the Company is true, correct and accurate.
(c) Compliance with Laws. The Company has complied with, and
is not in violation of any applicable federal, state, or local
statutes, laws, and regulations affecting its properties or the
operation of its business.
(d) Litigation. The Company is not involved as a defendant or
plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of the Company would affect the Company or his business, assets,
or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge
of the Company, threatened against or affecting the Company or
its business assets or financial condition. The Company is not in
default with respect to any order, writ, injunction or decree of
any federal, state, local/foreign court, department, agency, or
instrumentality applicable to it.
(e) Authority. The Company has full power and authority to
execute, deliver, and perform this agreement, and this agreement
is a legal, valid, and binding obligation of the Company, and is
enforceable in accordance with its terms and conditions.
(f) Ability to Carry Out Obligations. The execution and
delivery of this agreement by the Company and the performance by
the Company of its obligations hereunder in the time and manner
contemplated will not cause, constitute, or conflict with, or
result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which the Company is a party, or
by which it may be bound, nor will any consents or authorizations
of any party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of the Company, or, (c) an event that would result in
the creation or imposition of any lien, charge, encumbrance on
the asset of the Company.
(g) Full Disclosure. None of the representations and
warranties made by the Company herein, or any exhibit,
certificate or memorandum furnished or to be furnished by the
Company on behalf of the Company, contains or will contain any
untrue statement of material fact, or omit any material fact, the
omission of which would be misleading, provided that the auditor
of the Company's financial statements shall be ultimately
responsible for certifying the truth and accuracy of the
Company's audited financial statement.
4. Covenants Prior to and Subsequent to Closing. It is agreed
between the parties hereto that representatives of the Company
may visit the offices of eBet to obtain copies of data contained
in all currently active files or current contracts and agreements
of any and all categories of business, with any company or
person, as related to the Assets. Any and all such data and
documentation not previously released by eBet, and being
currently in the possession of eBet, shall be delivered into
hands of the officers of the Company. Such data and
documentation shall include all copies of files, documents,
shareholders and directors minutes, minute books/records, etc.,
at the earliest possible time, on or after the effective date
hereof.
5. Conditions Precedent to Performance by Parties.
(a) Conditions. The parties to this agreement and the
obligations hereunder shall be subject to the satisfaction at
closing of all the conditions set forth above.
(b) Accuracy of Representations. Except as otherwise permitted
by this agreement, all representations and warranties by either
party in agreement or in any other written statement delivered to
the other under this agreement shall be true and accurate on and
as of the effective date as though made at this time.
(c) Performance. The parties shall have performed, satisfied
and complied with all covenants, agreements and conditions
required by this agreement to be performed or complied with it on
or before the effective date.
(d) Absence of Litigation. No action, suit, or proceeding
before any court or any governmental body or authority,
pertaining to the transaction contemplated by this agreement or
its consummation, shall have been instituted or threatened
against either the Company or eBet on or before the effective
date. No action, suit, or other proceeding before any court or
other governmental body or authority that could jeopardize or put
at risk of loss, the current assets of eBet or the Company, shall
have been instituted or threatened against either on or before
the effective date of this agreement. eBet and/or the Company
shall resolve in its favor any dispute, action, or threatened
legal action, from any court or any governmental body, prior to
the effective date of this agreement, in the event any such
action or so threat of action should currently exist. Any dispute
in which eBet or the Company may have a part, any action, suit or
proceeding by any person, entity, court or governmental body or
authority against eBet and/or the Company left unresolved on the
effective date of this agreement, shall immediately render this
Agreement, on that date forever null and void, without further
notice from either eBet or the Company.
6. Miscellaneous.
(a) Access to Books and Records.
To enable the Company to coordinate the activities of eBet with
those of the Company on and after the Effective Date, eBet shall,
before the Effective Date, afford to the officers and authorized
representatives of the Company free and full access to the
plants, properties, books and records of eBet, and the officers
of eBet will furnish the Company with financial and operating
data and other information as to the business and properties of
related to the Assets as the Company shall from time to time
reasonably request. The Company and eBet agree that, unless and
until the acquisition contemplated by this Agreement has been
consummated, the Company and eBet and their officers and
representatives will hold in strict confidence all data and
information obtained from one another as long as it is not in the
public domain, and if the merger provided for is not consummated
as contemplated, the Company and eBet will each return to the
other party all data as the other party may reasonably request.
(b) Non-Competition.
The signatory on behalf of eBet agrees that for a period of two
(2) years after the Effective Date of this Agreement, he shall
not, directly or indirectly, own, manage, operate, control, be
employed by, perform services for, consult with, solicit business
for, participate in, or be connected with the ownership,
management, operation, or control of any business which performs
services materially similar to or competitive with those provided
by the Website.
(c) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(d) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned parties
and their heirs, executors, administrators, representatives, successors,
and permitted assigns.
(e) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(f) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(g) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the -parties hereto.
(h) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(i) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(j) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no gender
shall be deemed to include the equivalent pronoun of the other or no gender.
(k) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(l) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or by.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To the Company:
Xx. Xxxxxx X. Xxxxxx
eConnect
2500 Xxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
To eBet:
Xx. Xxxxx Xxxxxx
00X Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
(m) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of Nevada in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.
(n) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of such party.
(o) Termination of Agreement.
This Agreement shall terminate on the Effective Date unless all
actions required under this Agreement have not been fully performed.
(p) Survival of Provisions.
The representations and warranties contained in this Agreement
shall not expire with, and be terminated and extinguished by,
this Agreement on the Effective Date.
(q) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and delivered as of the date first above written.
eConnect
By: /s/Xxxxxx X. Xxxxxx
Xxxxxx S, Xxxxxx, President
xXxx.xxx, Inc.
By: /s/Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxx Xxxxxx, President
