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STOCK PURCHASE AGREEMENT
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DATED AS OF December 1, 2003
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OLD GOAT ENTERPRISES, INC.
AND
ZONE 4 PLAY, INC.
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TABLE OF CONTENTS
ARTICLE PAGE
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1. Purchase and Sale of Stock. 1
1.1 Agreement to Purchase and Sell. 1
1.2 Purchase Price. 1
1.3 Payment of Purchase Price. 1
1.4 Closing. 2
2. Representations and Warranties of Shareholders. 1
2.1 Existence and Good Standing. 2
2.2 Corporate Authority. 2
2.3 Compliance with Law. 2
2.4 Validity and Effect of Agreements. 2
2.5 No Required Consents or Defaults. 2
2.6 Affiliated Entities. 3
2.7 Capitalization. 2
2.8 Jurisdictions. 3
2.9 Records. 3
2.10 Officers and Directors. 3
2.11 Financial Statements. 3
2.12 Undisclosed Liabilities. 3
2.13 Absence of Certain Changes or Events
Since the Date of the Unaudited Balance Sheet. 4
2.14 Taxes. 5
2.15 Title to Company Shares. 5
2.16 Title to Property and Assets. 5
2.17 Condition of Personal Property. 5
2.18 Real Estate and Leases. 5
2.19 List of Contracts and Other Data. 6
2.20 Business Property Rights. 6
2.21 No Breach or Default. 7
2.22 Labor Controversies. 7
2.23 Litigation. 7
2.24 Bank Accounts. 7
2.25 Powers of Attorney. 7
2.26 Insurance. 7
2.27 No Brokers. 7
2.28 No Misrepresentation or Omission. 8
3. Representations and Warranties of Buyer. 8
3.1 Existence and Good Standing. 8
3.2 Corporate Authority. 8
3.3 Compliance with Law. 8
3.4 Authorization; Validity and Effect of Agreements. 8
i
3.5 Undisclosed Liabilities.
9
3.6 Taxes.
9
3.7 Title to Buyer's Shares.
9
3.8 Litigation.
9
3.9 No Misrepresentation or Omission.
9
4. Other Covenants and Agreements. 10
4.1 Indemnification by Shareholders. 10
4.2 Indemnification by Buyer. 10
4.3 Tax Indemnity. 10
4.4 Conditions of Indemnification. 11
4.5 Taxes and Expenses. 12
4.6 Company Cooperation. 12
4.7 Exclusive Dealing. 12
4.8 Public Announcements. 13
5. Conditions of Closing. 13
5.1 Buyer's Conditions of Closing. 13
5.2 Shareholders's Conditions of Closing. 14
6. Termination. 15
6.1 Methods of Termination. 15
6.2 Procedure Upon Termination. 16
7. Miscellaneous. 16
7.1 Notice. 16
7.2 Execution of Additional Documents. 17
7.3 Binding Effect; Benefits. 17
7.4 Entire Agreement. 17
7.5 Governing Law. 17
7.6 Survival. 17
7.7 Counterparts. 18
7.8 Headings. 18
7.9 Waivers. 18
7.10 Merger of Documents. 18
7.11 Incorporation of Exhibits and Schedules. 18
7.12 Severability. 18
7.13 Assignability. 18
SCHEDULE 2.6 SUBSIDIARIES OF COMPANY
ii
SCHEDULE 2.8 JURISDICTIONS WHERE COMPANY IS
LICENSED TO DO BUSINESS
SCHEDULE 2.10 OFFICERS AND DIRECTORS
OF COMPANY
SCHEDULE 2.18 REAL PROPERTY OWNED/LEASED BY
COMPANY
SCHEDULE 2.19 LIST OF CONTRACTS
AND OTHER DATA
SCHEDULE 2.24 BANK ACCOUNTS
iii
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated the 1st day of
December, 2003, by and among OLD GOAT ENTERPRISES, INC., a Nevada corporation
(the "Buyer"), ZONE 4 PLAY, INC., a Delaware corporation, (the "Company") and
XXXXXX XXXXXX, XXXX XXXXXXX (Xxxx Xxxxxxx and Xxxxxx Xxxxxx together, the
"Founders"), XXXXX XXXXXX, XXXXX XXXXX, COMPUTER DIRECT LTD., an Israeli
corporation, XXXXX XXXXXXXXXX, SAYEX TRADING COMPANY 1982, LTD., an Israeli
corporation, XXXXXX XXXXX, XXXX XXXXXX, XXXXXX XXXXX, XXXXX XXXXXXXX, XXXXXXX
XXXXXXX, XXX XXXX, XXXX XXXXX, XXX VINITZKI, XXXX XXXXX, AVI XXXXXXXXXX, XXXX
ZADOKYA, XXXXX XXXXXXX, XXXXXXXXXX TRUST COMPANY, an Israeli corporation, and
XXXX XXXXXX (collectively the "Shareholders") .
WHEREAS, Shareholders desire to exchange with Buyer, and Buyer desires to
exchange with Shareholders, all of the issued and outstanding shares of capital
stock of the Company from Shareholders for the consideration and upon the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the provisions and the
respective agreements hereinafter set forth, the parties hereto hereby agree as
follows:
1. Purchase and Sale of Stock.
1.1 Agreement to Purchase and Sell. Upon the terms and subject to the
conditions set forth in this Agreement and upon the representations and
warranties made herein by each of the parties to the other, on the Closing Date
(as such term is hereinafter defined), Company shall cause its Shareholders to
exchange and deliver to Buyer, and Buyer shall acquire from Shareholders, all of
the issued and outstanding shares of capital stock of the Company (the "Company
Shares"). The exact number of Company Shares to be exchanged by Shareholders
hereunder is 9.995 common shares, $0.001 par value per share.
1.2 Purchase Price. Upon the terms and subject to the conditions set forth
in this Agreement, in reliance upon the representations, warranties, covenants
and agreements of the Company made on behalf of its Shareholders contained
herein, and in exchange for the Company Shares, Buyer agrees to deliver to
Shareholders a total of 10,426,191 shares of the common stock of Buyer ("Buyer's
Shares") to be distributed to the Shareholders based upon their respective pro
rata percentage interest in the Company (the "Purchase Price").
1.3 Payment of Purchase Price. The Purchase Price shall be payable on the
Closing Date.
1.4 Closing. The closing of the transaction contemplated herein (the
"Closing") will be at the office of Buyer on or before February 1 2004, or at
such other
1
place or at such other date and time as Shareholders and Buyer may mutually
agree. Such date and time of Closing is herein referred to as the "Closing
Date."
2. Representations and Warranties of Founders. The Company, on behalf of the
Founders, represents and warrants to Buyer as follows:
2.1 Existence and Good Standing. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of Delaware.
The Company is duly licensed or qualified to do business as a foreign
corporation and is in good standing under the laws of all other jurisdictions in
which the character of the properties owned or leased by it therein or in which
the transaction of its business makes such qualification necessary.
2.2 Corporate Authority. The Company has all requisite corporate power and
authority to own its properties and carry on its business as now conducted.
2.3 Compliance with Law. The Company is not in default with respect to any
order of any court, governmental authority or arbitration board or tribunal to
which the Company is a party or is subject, and the Company is not in violation
of any laws, ordinances, governmental rules or regulations to which it is
subject. The Company has obtained all licenses, permits and other authorizations
and has taken all actions required by applicable laws or governmental
regulations in connection with its business as now conducted.
2.4 Validity and Effect of Agreements. This Agreement constitutes, and all
agreements and documents contemplated hereby when executed and delivered
pursuant hereto will constitute, the valid and legally binding obligations of
the Company and Shareholders enforceable in accordance with their terms, except
that enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws of general
application now or hereafter in effect relating to the enforcement of creditors'
rights generally and except that the remedies of specific performance,
injunction and other forms of equitable relief are subject to certain tests of
equity jurisdiction, equitable defenses and the discretion of the court before
which any proceeding therefor may be brought.
2.5 No Required Consents or Defaults. The execution and delivery of this
Agreement by the Company on behalf of its Shareholders does not and the
consummation of the transactions contemplated hereby will not (i) require the
consent of any person not a party to this Agreement, (ii) result in the breach
of any term or provision of, or constitute a default under, or result in the
acceleration of or entitle any party to accelerate (whether after the giving of
notice or the lapse of time or both) any obligation under, or result in the
creation or imposition of any lien, charge, pledge, security interest or other
encumbrance upon any part of the property of the Company pursuant to any
provision of, any order, judgment, arbitration award, injunction, decree,
indenture, mortgage, lease, license, lien, or other agreement or instrument to
which Shareholders or the Company is a party or by which any of them is bound,
or violate or conflict with any provision of the by-laws or articles/certificate
of incorporation of the Company as amended to the date of this Agreement.
2
2.6 Affiliated Entities. Except as otherwise disclosed in Schedule 2.6
attached hereto, the Company does not own, directly or indirectly, any interest
in any corporation, business trust, joint stock company, partnership or other
business organization or association.
2.7 Capitalization. The Company has authorized capital stock consisting of
10,000 shares of common stock, $0.001 par value per share, of which 9,995 shares
are presently issued and outstanding. There are no outstanding rights, warrants,
options, subscriptions, agreements or commitments giving anyone any right to
require the Company to sell or issue, or the Shareholders to sell, any capital
stock or other securities of the Company.
2.8 Jurisdictions. Schedule 2.8 contains a list of all jurisdictions in
which the Company is presently licensed or qualified to do business. The Company
has complied in all material respects with all applicable laws of each such
jurisdiction and all applicable rules and regulations of each regulatory agency
therein. The Company has not been denied admission to conduct any type of
business in any jurisdiction in which it is not presently admitted as set forth
in such Schedule 2.8, has not had its license or qualifications to conduct
business in any jurisdiction revoked or suspended, and has not been involved in
any proceeding to revoke or suspend a license or qualification.
2.9 Records. The corporate minute books of the Company to be delivered to
Buyer at the Closing shall contain true and complete copies of the articles of
incorporation, as amended to the Closing Date, bylaws, as amended to the Closing
Date, and the minutes of all meetings of directors and shareholders and
certificates reflecting all actions taken by the directors or shareholders
without a meeting, from the date of incorporation of the Company to the Closing
Date.
2.10 Officers and Directors. The officers and directors of the Company are
as set forth in Schedule 2.10. The current directors and officers of Buyer shall
resign effective as of the Closing and shall be replaced with Board Members
selected by Seller. Xxxx Xxxxxxxxx shall remain as President of Buyer's
cosmetics division until her resignation or removal.
2.11 Financial Statements. The Company has furnished to Buyer audited
balance sheets and related statements of income as of December 31, 2002 and 2001
(the "Financial Statements"). The Financial Statements fully and fairly set
forth the financial condition of the Company as of the dates indicated, and the
results of its operations for the periods indicated, in accordance with GAAP
consistently applied, except as otherwise stated therein and in the related
reports of independent accountants.
2.12 Undisclosed Liabilities. The Company has no liabilities or
obligations whatsoever, whether accrued, absolute, contingent or otherwise,
which are not reflected or provided for in the Financial Statements except
accounts payable and accrued expenses arising after the date of the Financial
Statements which were incurred in the ordinary course of business, in each case
in normal amounts and none of which is materially adverse.
2.13 Absence of Certain Changes or Events Since the Date of the Unaudited
Balance Sheet. Since the date of the Financial Statements, the Company has not:
3
(A) incurred any liability whatsoever, whether accrued, absolute,
contingent or otherwise, except those liabilities and obligations referred to in
Section 2.12 above, and except in connection with this Agreement and the
transactions contemplated hereby;
(B) discharged or satisfied any lien, security interest or
encumbrance or paid any obligation or liability (fixed or contingent), other
than in the ordinary course of business and consistent with past practice;
(C) mortgaged, pledged or subjected to any lien, security interest
or other encumbrance any of its assets or properties;
(D) transferred, leased or otherwise disposed of any of its assets
or properties except for a fair consideration in the ordinary course of business
and consistent with past practice or, except in the ordinary course of business
and consistent with past practice, acquired any assets or properties;
(E) canceled or compromised any debt or claim, except in the
ordinary course of business and consistent with past practice;
(F) waived or released any rights of material value;
(G) except pursuant to those contracts listed on Schedules 2.18 and
2.19 hereto, transferred or granted any rights under any concessions, leases,
licenses, agreements, patents, inventions, trademarks, trade names, service
marks or copyrights or with respect to any know-how;
(H) made or granted any wage or salary increase applicable to any
group or classification of employees generally, entered into any employment
contract with, or made any loan to, or entered into any material transaction of
any other nature with, any officer or employee of the Company;
(I) entered into any transaction, contract or commitment, except (i)
contracts listed on Schedules 2.18 and 2.19 hereto and (ii) this Agreement and
the transactions contemplated hereby;
(J) suffered any casualty loss or damage (whether or not such loss
or damage shall have been covered by insurance) which affects in any material
respect its ability to conduct business, or suffered any casualty loss or damage
in excess of $25,000.00 and which is not covered by insurance; or
(K) declared any dividends or bonuses, or authorized or affected any
amendment or restatement of the articles of incorporation or by-laws of the
Company or taken any steps looking toward the dissolution or liquidation of the
Company.
Between the date of this Agreement and the Closing, the Company will not,
without prior written notice to Buyer, do any of the things listed in
sub-paragraphs (A) through (K) above.
4
2.14 Taxes. The Company (i) has duly and timely filed or caused to be
filed all federal, state, local and foreign tax returns (including, without
limitation, consolidated and/or combined tax returns) required to be filed by it
prior to the date of this Agreement which relate to the Company or with respect
to which the Company or the assets or properties of the Company are liable or
otherwise in any way subject, (ii) has paid or fully accrued for all taxes shown
to be due and payable on such returns (which taxes are all the taxes due and
payable under the laws and regulations pursuant to which such returns were
filed), and (iii) has properly accrued for all such taxes accrued in respect of
the Company or the assets and properties of the Company for periods subsequent
to the periods covered by such returns. No deficiency in payment of taxes for
any period has been asserted by any taxing body and remains unsettled at the
date of this Agreement. Copies of all federal, state, local and foreign tax
returns of the Company have been made available for inspection by Buyer.
2.15 Title to Company Shares. The Company Shares are duly authorized,
validly issued, fully paid and nonassessable and are owned by Shareholders free
and clear of all liens, encumbrances, charges, assessments and adverse claims.
The Company Shares are subject to no restrictions with respect to
transferability to Buyer in accordance with the terms of this Agreement. Upon
transfer of the Company Shares by Shareholders, Buyer will, as a result, receive
good and marketable title to all of the Company Shares, free and clear of all
security interests, liens, encumbrances, charges, assessments, restrictions and
adverse claims.
2.16 Title to Property and Assets. The Company has good and marketable
title to all of the properties and assets reflected in the Balance Sheets and
the Business Property Rights (as defined in Section 2.20). None of such
properties or assets is, except as disclosed in said Balance Sheets or the
Schedules hereto, subject to a contract of sale not in the ordinary course of
business, or subject to security interests, mortgages, encumbrances, liens or
charges of any kind or character.
2.17 Condition of Personal Property. All tangible personal property,
equipment, fixtures and inventories included within the assets of the Company
are in good, merchantable or in reasonably repairable condition and are suitable
for the purposes for which they are used. No value in excess of applicable
reserves has been given to any inventory with respect to obsolete or
discontinued products. To the best of the Company's knowledge, all of the
inventories and equipment, including equipment leased to others, are well
maintained and in good operating condition.
2.18 Real Estate and Leases. Schedule 2.18 contains a list of all real
property owned by the Company or in which the Company has a leasehold or other
interest (whether as landlord, tenant or otherwise) and of any lien, charge or
encumbrance thereupon. Such Schedule also contains a substantially accurate
description identifying all such real property and the significant rental terms
(including rents, termination dates and renewal conditions). The improvements
upon such properties and use thereof by the Company conform to all applicable
lease restrictions, zoning and other local ordinances.
2.19 List of Contracts and Other Data. Schedule 2.19 sets forth the
following:
5
(A) (i) all computer software, patents and registrations for
trademarks, trade names, service marks and copyrights which are unexpired as of
the date of this Agreement and which are owned by the Company, as well as all
applications pending on said date for patents or for trademark, trade name,
service xxxx or copyright registrations, and all other proprietary rights, owned
or held by the Company, and (ii) all licenses granted by or to the Company and
all other agreements to which the Company is a party and which relate, in whole
or in part, to any items of the categories mentioned in sub-paragraph (A) above
or to other proprietary rights of the Company which are reasonably necessary to,
or used in connection with, the business of the Company;
(B) all collective bargaining agreements, employment and consulting
agreements, executive compensation plans, bonus plans, profit-sharing plans,
deferred compensation agreements, employee pension or retirement plans, employee
stock purchase and stock option plans, group life insurance, hospitalization
insurance or other plans or arrangements providing for benefits to employees of
the Company;
(C) all contracts, understandings and commitments (including,
without limitation, mortgages, indentures and loan agreements) to which the
Company is a party, or to which it or any of its assets or properties are
subject and which are not specifically referred to in sub-paragraphs (A) or (B)
above or in Schedule 2.18 hereof;
(D) the names and current annual compensation rates of all employees
of the Company; and
(E) all customer backlog which is represented by firm purchase
orders, identifying the customers, products and purchase prices.
True and complete copies of all documents and complete descriptions of all
oral understandings, if any, referred to in Schedules 2.18 and 2.19 have been
provided or made available to Buyer and its counsel.
2.20 Business Property Rights. The property referred to in Section 2.19(A)
above, together with (i) all designs, methods, inventions and know-how related
thereto and (ii) all trademarks, trade names, service marks, and copyrights
claimed or used by the Company which have not been registered (collectively
"Business Property Rights"), constitute all such proprietary rights owned or
held by the Company. The Company owns or has valid rights to use all such
Business Property Rights without, to the best of Founders' knowledge, conflict
with the rights of others. Except as set forth in Schedule 2.23 hereto, no
person or corporation has made or, to the knowledge of Founders or the Company,
threatened to make any claims that the operation of the business of the Company
is in violation of or infringes any Business Property Rights or any other
proprietary or trade rights of any third party. To the knowledge of Founders or
the Company, no third party is in violation of or is infringing upon any
Business Property Rights.
2.21 No Breach or Default. The Company is not in default under any
contract to which it is a party or by which it is bound, nor has any event
occurred which, after the giving of notice or the passage of time or both, would
constitute a default under any such contract. Founders
6
have no reason to believe that the parties to such contracts will not fulfill
their obligations under such contracts in all material respects or are
threatened with insolvency.
2.22 Labor Controversies. The Company is not a party to any collective
bargaining agreement. There are not any controversies between the Company and
any of its employees which might reasonably be expected to materially adversely
affect the conduct of its business, or any unresolved labor union grievances or
unfair labor practice or labor arbitration proceedings pending or threatened
relating to its business, and there are not any organizational efforts presently
being made or threatened involving any of the Company's employees. The Company
has not received notice of any claim that the Company has not complied with any
laws relating to the employment of labor, including any provisions thereof
relating to wages, hours, collective bargaining, the payment of social security
and similar taxes, equal employment opportunity, employment discrimination and
employment safety, or that the Company is liable for any arrears of wages or any
taxes or penalties for failure to comply with any of the foregoing.
2.23 Litigation. There are no actions, suits or proceedings with respect
to the Company involving claims by or against Founders or the Company which are
pending or threatened against Founders or the Company, at law or in equity, or
before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality. No basis for any action,
suit or proceeding exists, and there are no orders, judgments, injunctions or
decrees of any court or governmental agency with respect to which Founders or
the Company has been named or to which Founders or the Company is a party, which
apply, in whole or in part, to the business of the Company, or to any of the
assets or properties of the Company or the Company Shares or which would result
in any material adverse change in the business or prospects of the Company.
2.24 Bank Accounts. The name of each bank, savings institution or other
person with which the Company has an account or safe deposit box and the names
and identification of all persons authorized to drawn thereon or to have access
thereto are as set forth on Schedule 2.24.
2.25 Powers of Attorney. There are no persons holding powers of attorney
from the Company.
2.26 Insurance. There are no insurance policies owned by the Company.
2.27 No Brokers. Neither Founders nor the Company has entered into any
contract, arrangement or understanding with any person or firm which may result
in the obligation of Buyer or the Company to pay any finder's fees, brokerage or
agent's commissions or other like payments in connection with the negotiations
leading to this Agreement or the consummation of the transactions contemplated
hereby, and neither Founders nor the Company are aware of any claim or basis for
any claim for payment of any finder's fees, brokerage or agent's commissions or
other like payments in connection with the negotiations leading to this
Agreement or the consummation of the transactions contemplated hereby.
2.28 No Misrepresentation or Omission. No representation or warranty by
Founders in this Article 2 or in any other Article or Section of this Agreement,
or in any certificate or other document furnished or to be furnished by Founders
pursuant hereto, contains or will contain any
7
untrue statement of a material fact or omits or will omit to state a material
fact necessary to make the statements contained therein not misleading or will
omit to state a material fact necessary in order to provide Buyer with accurate
information as to the Company.
3. Representations and Warranties of Buyer. Buyer represents and warrants to
Shareholders as follows:
3.1 Existence and Good Standing. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Nevada.
Buyer is duly licensed or qualified to do business as a foreign corporation and
is in good standing under the laws of all other jurisdictions in which the
character of the properties owned or leased by it therein or in which the
transaction of its business makes such qualification necessary.
3.2 Corporate Authority. Buyer has all requisite corporate power and
authority to own its properties and carry on its business as now conducted.
3.3 Compliance with Law. Buyer is not in default with respect to any order
of any court, governmental authority or arbitration board or tribunal to which
Buyer is a party or is subject, and Buyer is not in violation of any laws,
ordinances, governmental rules or regulations to which it is subject. Buyer has
obtained all licenses, permits or other authorizations and has taken all actions
required by applicable laws or governmental regulations in connection with its
business as now conducted.
3.4 Authorization; Validity and Effect of Agreements. The execution and
delivery of this Agreement and all agreements and documents contemplated hereby
by Buyer, and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all requisite corporate action. This Agreement
constitutes, and all agreements and documents contemplated hereby when executed
and delivered pursuant hereto will constitute, the valid and legally binding
obligations of Buyer enforceable in accordance with their terms, except that
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws of general
application now or hereafter in effect relating to the enforcement of creditors'
rights generally and except that the remedies of specific performance,
injunction and other forms of equitable relief are subject to certain tests of
equity jurisdiction, equitable defenses and the discretion of the court before
which any proceeding therefor may be brought. The execution and delivery of this
Agreement by Buyer does not and the consummation of the transactions
contemplated hereby will not (i) require the consent of any third party, (ii)
result in the breach of any term or provision of, or constitute a default under,
or result in the acceleration of or entitle any party to accelerate (whether
after the giving of notice or the lapse of time or both) any obligation under,
or result in the creation or imposition of any lien, charge, pledge, security
interest or other encumbrance upon any part of the property of the Company
pursuant to any provision of, any order, judgment, arbitration award,
injunction, decree, indenture, mortgage, lease, license, lien, or other
agreement or instrument to which Buyer is a party or by which it is bound, and
(iii) violate or conflict with any provision of the by-laws or articles of
incorporation of Buyer as amended to the date of this Agreement.
3.5 Undisclosed Liabilities. Buyer has no liabilities or obligations
whatsoever, whether accrued, absolute, contingent or otherwise, which are not
reflected or provided for in the
8
financial statements of Buyer reflected in its latest 10QSB and 10KSB filed with
the Securities and Exchange Commission (Buyer's Financial Statements) except (i)
accounts payable and accrued expenses arising after the date of the Buyer's
Financial Statements which were incurred in the ordinary course of business, in
each case in normal amounts and none of which is materially adverse, and (ii)
liabilities as and to the extent disclosed in writing to the Company.
3.6 Taxes. Buyer (i) has duly and timely filed or caused to be filed all
federal, state, local and foreign tax returns (including, without limitation,
consolidated and/or combined tax returns) required to be filed by it prior to
the date of this Agreement which relate to Buyer or with respect to which Buyer
or the assets or properties of Buyer are liable or otherwise in any way subject,
(ii) has paid or fully accrued for all taxes shown to be due and payable on such
returns (which taxes are all the taxes due and payable under the laws and
regulations pursuant to which such returns were filed), and (iii) has properly
accrued for all such taxes accrued in respect of Buyer or the assets and
properties of Buyer for periods subsequent to the periods covered by such
returns. No deficiency in payment of taxes for any period has been asserted by
any taxing body and remains unsettled at the date of this Agreement. Copies of
all federal, state, local and foreign tax returns of Buyer have or will been
made available for inspection by the Company prior to the Closing.
3.7 Title to Buyer Shares. The Buyer's Shares are duly authorized, validly
issued, fully paid and nonassessable and are owned by Buyer free and clear of
all liens, encumbrances, charges, assessments and adverse claims. The Buyer's
Shares are subject to no restrictions with respect to transferability to the
Shareholders in accordance with the terms of this Agreement. Upon transfer of
the Buyer's Shares by Buyer, the Shareholders will, as a result, receive good
and marketable title to all of the Buyer's Shares, free and clear of all
security interests, liens, encumbrances, charges, assessments, restrictions and
adverse claims.
3.8 Litigation. There are no actions, suits or proceedings with respect to
Buyer involving claims by or against Buyer which are pending or threatened
against Buyer, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality. No basis for any action, suit or proceeding exists, and there
are no orders, judgments, injunctions or decrees of any court or governmental
agency with respect to which Buyer been named or to which Buyer is a party,
which apply, in whole or in part, to the business of Buyer, or to any of the
assets or properties of Buyer or the Buyer's Shares or which would result in any
material adverse change in the business or prospects of Buyer.
3.9 No Misrepresentation or Omission. No representation or warranty by
Buyer in this Article 3 or in any other Article or Section of this Agreement, or
in any certificate or other document furnished or to be furnished by Buyer
pursuant hereto, contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary to make the
statements contained therein not misleading or will omit to state a material
fact necessary in order to provide the Company and the Shareholders with
accurate information as to Buyer.
9
4. Other Covenants and Agreements.
4.1 Indemnification by Founders. Upon the terms and subject to the
conditions set forth in Section 4.4 hereof, Founders agree to indemnify and hold
Buyer and the Company harmless against, and will reimburse Buyer (or the Company
if Buyer so requests) on demand for, any payment, loss, damage (including
incidental and consequential damages), cost or expense (including reasonable
attorney's fees and reasonable costs of investigation incurred in defending
against such payment, loss, damage, cost or expense or claim therefor) made or
incurred by or asserted against Buyer or the Company at any time after the
Closing Date in respect of any omission, misrepresentation, breach of warranty,
or nonfulfillment of any term, provision, covenant or agreement on the part of
Shareholders contained in this Agreement, or from any misrepresentation in, or
omission from, any certificate or other instrument furnished or to be furnished
to Buyer pursuant to this Agreement.
4.2 Indemnification by Buyer. Upon the terms and subject to the conditions
set forth in Section 4.4 hereof, Buyer agrees to indemnify and hold Shareholders
harmless against, and will reimburse Shareholders on demand for, any payment,
loss, damage (including incidental and consequential damages), cost or expense
(including reasonable attorney's fees and reasonable costs of investigation
incurred in defending against such payment, loss, damage, cost or expense or
claim therefor) made or incurred by or asserted against Shareholders at any time
after the Closing Date in respect of any omission, misrepresentation, breach of
warranty, or nonfulfillment of any term, provision, covenant or agreement on the
part of Buyer contained in this Agreement, or from any misrepresentation in, or
omission from, any certificate or other instrument furnished or to be furnished
to Shareholders pursuant to this Agreement.
4.3 Tax Indemnity. Upon the terms and subject to the conditions set forth
in Section 4.4 hereof, Founders agree to indemnify and hold Buyer and the
Company harmless against, and will reimburse Buyer (or the Company if Buyer so
requests) on demand for:
(A) any and all tax deficiencies in respect of federal, state, local
and foreign sales, use, income or franchise tax or taxes based on or measured by
income, including any interest or penalties thereon and legal fees and expenses
incurred by Buyer and the Company with respect to the taxable year ended
December 31, 2002, and all prior taxable years; and
(B) any and all such taxes, interest, penalties and legal fees and
expenses in respect of the period from January 1, 2002 up to and including the
Closing Date, but only to the extent that such deficiencies, taxes, interest,
penalties and legal fees and expenses exceed, in the aggregate, the amount of
the aggregate reserves for such taxes, if any, shown as liabilities on the
Closing Balance Sheet.
The indemnity provided for in this Section 4.3 shall be independent of and in
addition to any other indemnity provision of this Agreement and, anything in
this Agreement to the contrary notwithstanding [including Section 4.4B)(ii)
hereof], shall survive indefinitely.
4.4 Conditions of Indemnification. With respect to any actual or potential
claim, any written demand, the commencement of any action, or the occurrence of
any other event which involves any matter or related series of matters (a
"Claim") against which a party hereto is due to
10
be indemnified (the "Indemnified Party") by the other party (the "Indemnifying
Party") under Sections 4.1, 4.2 or 4.3 hereof:
(A) Promptly (and in no event no more than 30 days) after (i)
Shareholders (if Shareholders are the Indemnified Party), or (ii) the President
of the Buyer or the Company (if Buyer or the Company is the Indemnified Party)
first receives written documents pertaining to the Claim, or if such Claim does
not involve a third party Claim (a "Third Party Claim"), promptly (and in no
event no more than 30 days) after (i) Shareholders (if Shareholders are the
Indemnified Party), or (ii) the President of the Buyer or the Company (if Buyer
or the Company is the Indemnified Party) first has actual knowledge of such
Claim, the Indemnified Party shall give notice to the Indemnifying Party of such
Claim in reasonable detail and stating the amount involved, if known, together
with copies of any such written documents.
(B) The Indemnifying Party shall have no obligation to indemnify the
Indemnified Party with respect to any Claim if the Indemnified Party fails to
give the notice with respect thereto in accordance with Section 4.4(A) hereof.
(C) If the Claim involves a Third Party Claim, then the Indemnifying
Party shall have the right, at its sole cost, expense and ultimate liability
regardless of the outcome, and through counsel of its choice (which counsel
shall be reasonably satisfactory to the Indemnified Party), to litigate, defend,
settle or otherwise attempt to resolve such Third Party Claim; provided,
however, that if in the Indemnified Party's reasonable judgment a conflict of
interest may exist between the Indemnified Party and the Indemnifying Party with
respect to such Third Party Claim, then the Indemnified Party shall be entitled
to select counsel of its own choosing, reasonably satisfactory to the
Indemnifying Party, in which event the Indemnifying Party shall be obligated to
pay the fees and expenses of such counsel. Notwithstanding the preceding
sentence, the Indemnified Party may elect, at any time and at the Indemnified
Party's sole cost, expense and ultimate liability, regardless of the outcome,
and through counsel of its choice, to litigate, defend, settle or otherwise
attempt to resolve such Third Party Claim. If the Indemnified Party so elects
(for reasons other than the Indemnifying Party's failure or refusal to provide a
defense to such Third Party Claim), then the Indemnifying Party shall have no
obligation to indemnify the Indemnified Party with respect to such Third Party
Claim, but such disposition will be without prejudice to any other right the
Indemnified Party may have to indemnification under Section 4.1, 4.2 or 4.3
hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying
Party fails or refuses to provide a defense to any Third Party Claim, then the
Indemnified Party shall have the right to undertake the defense, compromise or
settlement of such Third Party Claim, through counsel of its choice, on behalf
of and for the account and at the risk of the Indemnifying Party, and the
Indemnifying Party shall be obligated to pay the costs, expenses and attorney's
fees incurred by the Indemnified Party in connection with such Third Party
Claim. In any event, Buyer, the Company and Shareholders shall fully cooperate
with each other and their respective counsel in connection with any such
litigation, defense, settlement or other attempted resolution.
4.5 Taxes and Expenses.
(A) Shareholders hereby covenant and agree to assume and pay all
taxes imposed on Shareholders arising from or relating to the transactions as
contemplated by this Agreement. Except as otherwise specifically provided for in
this Agreement, Shareholders shall
11
be individually responsible for and shall personally pay all costs, liabilities
and other obligations incurred by Shareholders in connection with the
performance of and compliance with all transactions, agreements and conditions
contained in this Agreement to be performed or complied with by Shareholders,
including legal and accounting fees. In no event shall any of such taxes, costs,
liabilities or other obligations be paid by or incurred on behalf of the
Company.
(B) Except as otherwise specifically provided for in this Agreement,
Buyer will assume and pay all costs, liabilities and other obligations incurred
by Buyer in connection with the performance of and compliance with all
transactions, agreements and conditions contained in this Agreement to be
performed or complied with by Buyer, including legal and accounting fees.
4.6 Company Cooperation. Subject to the terms and conditions of this
Agreement, Founders will use their best efforts to cause the Company, its
officers, directors, employees, accountants, consultants, advisors and agents,
to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable to consummate the transactions
contemplated by this Agreement.
4.7 Exclusive Dealing.
(A) Prior to the termination of this Agreement, Founders shall not
authorize or permit, and shall not allow the Company or any officer, director or
employee of, or any investment banker, attorney or other advisor or
representative of any of the foregoing, to (i) solicit or initiate or encourage
the submission of any Acquisition Proposal (as herein defined) or (ii)
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonable
be expected to lead to any Acquisition Proposal. For purposes of this Agreement,
"Acquisition Proposal" means any inquiry about or proposal for the acquisition
to purchase of a substantial amount of assets of the Company or any type of
exchange offer or other offer that if consummated would result in any person
beneficially owning any equity securities of the Company, or any merger,
consolidation, business combination, sale of any material assets,
recapitalization, liquidation, dissolution or similar transaction involving the
Company (or equity securities thereof) other than transactions contemplated by
this Agreement, or any other transaction the consummation of which would
reasonable be expected to impede, interfere with, prevent or materially delay
the transaction contemplated by this Agreement, or which would reasonably be
expected to dilute materially the benefits to Buyer of the transaction
contemplated by this Agreement.
(B) During the term of this Agreement, Shareholders shall not, nor
permit the Company to, (i) approve or recommend, consider or evaluate or cause
to be considered or evaluated, any Acquisition Proposal or (ii) enter into any
agreement or understanding with respect to any Acquisition Proposal.
Shareholders acknowledge and agree that they are not required or obligated in
order to comply with any fiduciary or other duty to review, consider or take any
action with respect to any Acquisition Proposal (including, without limitation,
any action prohibited by this Section) during the term of this Agreement.
12
4.8 Public Announcements. Neither Shareholders nor Buyer will at any time,
without the prior written consent of the other, make any announcement, issue any
press release or make any statement with respect to this Agreement or any of the
terms or conditions hereof except as may be necessary to comply with any law,
regulation or order and then only after written notice to the other party of the
timing, context and content of such announcement, press release or statement;
provided, however, that subsequent to the Closing Buyer may disclose the
consummation of the transaction herein contemplated without the consent of the
Shareholders.
5. Conditions of Closing.
5.1 Buyer's Conditions of Closing. The obligation of Buyer to purchase and
pay for the Company Shares shall be subject to and conditioned upon the
satisfaction (or waiver by Buyer) at the Closing of each of the following
conditions:
(A) All representations and warranties of Founders contained in this
Agreement and the Schedules hereto shall be true and correct at and as of the
Closing Date, Shareholders shall have performed all agreements and covenants and
satisfied all conditions on its part to be performed or satisfied by the Closing
Date pursuant to the terms of this Agreement, and Buyer shall have received a
certificate of the Founders dated the Closing Date to such effect.
(B) There shall have been no material adverse change since the date
of the Unaudited Balance Sheet in the financial condition, business or affairs
of the Company, and the Company shall not have suffered any material loss
(whether or not insured) by reason of physical damage caused by fire,
earthquake, accident or other calamity which materially affects the value of its
assets, properties or business, and Buyer shall have received a certificate of
the Shareholders dated the Closing Date to such effect.
(C) Founders shall have delivered to Buyer a Certificate of the
Secretary of State (or other authorized officer) of the Company's jurisdiction
of incorporation certifying as of a date reasonably close to the Closing Date
that the Company has filed all required reports, paid all required fees and
taxes, and is, as of such date, in good standing and authorized to transact
business as a domestic corporation.
(D) Shareholders shall have delivered to Buyer certificates and
other instruments representing all Company Shares, duly endorsed for transfer or
accompanied by appropriate stock powers (in either case executed in blank or in
favor of Buyer with the execution thereof guaranteed by a bank or trust
company), together with all other documents necessary or appropriate to validly
transfer the Company Shares to Buyer free and clear of all security interests,
liens, encumbrances and adverse claims.
(E) Buyer shall have received from counsel for the Company, an
opinion, dated the Closing Date, in form and substance satisfactory to Buyer and
its counsel.
(F) Buyer shall have obtained the consent of its shareholders
authorizing this Agreement and the transactions contemplated herein and shall
have filed an Information Statement with the Securities and Exchange Commission
and distributed such Information Statement to its shareholders at least 20 days
prior to the Closing Date.
13
(G) Neither any investigation of the Company by Buyer, nor the
Schedules attached hereto or any supplement thereto nor any other document
delivered to Buyer as contemplated by this Agreement, shall have revealed any
facts or circumstances which, in the sole and exclusive judgment of Buyer and
regardless of the cause thereof, reflect in an adverse way on the Company or its
financial condition, assets, liabilities (absolute, accrued, contingent or
otherwise), reserves, business, operations or prospects.
(H) The approval and all consents from third parties and
governmental agencies required to consummate the transactions contemplated
hereby shall have been obtained.
(I) No suit, action, investigation, inquiry or other proceeding by
any governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity or
legality of the transactions contemplated hereby.
(J) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby, which is unduly burdensome
on Buyer.
(K) As of the Closing, there shall have been no material adverse
change in the amount of issued and outstanding common stock of the Company.
5.2 Shareholders's Conditions of Closing. The obligation of Shareholders
to sell the Company Shares shall be subject to and conditioned upon the
satisfaction (or waiver by Shareholders) at the Closing of each of the following
conditions:
(A) All representations and warranties of Buyer contained in this
Agreement shall be true and correct at and as of the Closing Date and Buyer
shall have performed all agreements and covenants and satisfied all conditions
on its part to the performed or satisfied by the Closing Date pursuant to the
terms of this Agreement, and Shareholders shall have received a certificate of
Buyer dated the Closing Date to such effect.
(B) Buyer shall have effected payment of the Purchase Price in
accordance with Section 1.3 of this Agreement by delivering to Shareholders
certificates and other instruments representing Buyer's Shares, duly endorsed
for transfer or accompanied by appropriate stock powers (in either case executed
in blank or in favor of Shareholders with the execution thereof guaranteed by a
bank or trust company), together with all other documents necessary or
appropriate to validly transfer the Buyer's Shares to Shareholders free and
clear of all security interests, liens, encumbrances and adverse claims.
(C) Buyer shall have delivered to Shareholders a Certificate of its
corporate Secretary certifying:
14
(1) Resolutions of its Board of Directors authorizing
execution of this Agreement and the execution, performance and delivery of all
agreements, documents and transactions contemplated hereby; and
(2) The incumbency of its officers executing this Agreement
and all agreements and documents contemplated hereby.
(D) The approval and all consents from third parties and
governmental agencies required to consummate the transactions contemplated
hereby shall have been obtained.
(E) No suit, action, investigation, inquiry or other proceeding by
any governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity or
legality of the transactions contemplated hereby.
(F) Intentionally Deleted
(G) As of the Closing, there shall be no effective injunction, writ,
preliminary restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as so provided or imposing any conditions on the
consummation of the transactions contemplated hereby, which is unduly burdensome
on Shareholders.
(H) As of the Closing, there shall have been no material adverse
change in the amount of issued and outstanding common stock of Buyer.
6. Termination.
6.1 Methods of Termination. The transactions contemplated herein may be
terminated and/or abandoned at any time before or after approval thereof by
Shareholders and Buyer, but not later than the Closing:
6.1.1 By mutual consent of Buyer and Shareholders; or
6.1.2 By Buyer, if any of the conditions provided for in Section 5.1
hereof shall not have been met or waived in writing by Buyer at or prior to
Closing; or
6.1.3 By Shareholders, if any of the conditions provided for in Section
5.2 hereof shall not have been met or waived in writing by Shareholders at or
prior to Closing.
6.2 Procedure Upon Termination. In the event of termination by Buyer or
Shareholders, as applicable, pursuant to Section 6.1 hereof, written notice
thereof shall forthwith be given to the other party and the transactions
contemplated by this Agreement shall be terminated without further action by
Buyer or Shareholders. If the transactions contemplated by this Agreement are so
terminated:
15
6.2.1 Each party will redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution of this Agreement, to the
party furnishing the same; and
6.2.2 No party hereto shall have any liability or further obligation to
any other party to this Agreement except that if such termination is a result of
the failure of any condition set forth in (i) Sections 5.1(A) through 5.1(F) and
5.1(I) hereof, then Buyer shall be entitled to recover from Shareholders all
out-of-pocket costs which Buyer has incurred (including reasonable attorney's
fees, accounting fees and expenses); and (ii) Sections 5.2(A) through 5.2(D)
hereof, then Shareholders shall be entitled to recover from Buyer all
out-of-pocket costs which Shareholders has incurred (including reasonable
attorney's fees, accounting fees and expenses).
7 Miscellaneous.
7.1 Notice. Any notice required or permitted hereunder shall be in writing
and shall be sufficiently given if personally delivered or mailed by certified
or registered mail, return receipt requested, addressed as follows:
If to Buyer: Old Goat Enterprises, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, X.X. Xxxxxx X0X 0X0
Attention: Xxxx Xxxxxxxxx, President
Fax: 000-000-0000
Copy to: The X'Xxxx Law Firm, P.C.
000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. X'Xxxx, Esq.
Fax: 000-000-0000
If to Shareholders: x/x Xxxxxxxxxx, Xxxxx, Xxxxx -- Law Offices
"Toyota Towers"
00 Xxxx Xxxx Xx.
Xxx Xxxx 00000, Xxxxxx
Attn: Xxx X. Xxxxx, Adv.
If to Company: Zone 4 Play, Inc.
000 Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000 XXX
Attn: Xxxxxx Xxxxxxx
(or to such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so personally
delivered or mailed.
16
7.2 Execution of Additional Documents. The parties hereto will at any
time, and from time to time after the Closing Date, upon request of the other
party, execute, acknowledge and deliver all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
reasonably required to carry out the intent of this Agreement, and to transfer
and vest title to any Company Shares being transferred hereunder, and to protect
the right, title and interest in and enjoyment of all of the Company Shares
sold, granted, assigned, transferred, delivered and conveyed pursuant to this
Agreement; provided, however, that this Agreement shall be effective regardless
of whether any such additional documents are executed.
7.3 Binding Effect; Benefits. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors, executors, administrators and assigns. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective heirs, successors, executors, administrators and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
7.4 Entire Agreement. This Agreement, together with the Exhibits,
Schedules and other documents contemplated hereby, constitute the final written
expression of all of the agreements between the parties, and is a complete and
exclusive statement of those terms. It supersedes all understandings and
negotiations concerning the matters specified herein. Any representations,
promises, warranties or statements made by either party that differ in any way
from the terms of this written Agreement and the Exhibits, Schedules and other
documents contemplated hereby, shall be given no force or effect. The parties
specifically represent, each to the other, that there are no additional or
supplemental agreements between them related in any way to the matters herein
contained unless specifically included or referred to herein. No addition to or
modification of any provision of this Agreement shall be binding upon any party
unless made in writing and signed by all parties.
7.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada exclusive of the conflict of law
provisions thereof.
7.6 Survival. All of the terms, conditions, warranties and representations
contained in this Agreement shall survive the Closing.
7.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
7.8 Headings. Headings of the Articles and Sections of this Agreement are
for the convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
7.9 Waivers. Either Buyer or Shareholders may, by written notice to the
other, (i) extend the time for the performance of any of the obligations or
other actions of the other under this Agreement; (ii) waive any inaccuracies in
the representations or warranties of the other contained in this Agreement or in
any document delivered pursuant to this Agreement; (iii) waive
17
compliance with any of the conditions or covenants of the other contained in
this Agreement; or (iv) waive performance of any of the obligations of the other
under this Agreement. Except as provided in the preceding sentence, no action
taken pursuant to this Agreement, including without limitation any investigation
by or on behalf of any party, shall be deemed to constitute a waiver by the
party taking such action of compliance with any representations, warranties,
covenants or agreements contained in this Agreement. The waiver by any party
hereto of a breach of any provision hereunder shall not operate or be construed
as a waiver of any prior or subsequent breach of the same or any other provision
hereunder.
7.10 Merger of Documents. This Agreement and all agreements and documents
contemplated hereby constitute one agreement and are interdependent upon each
other in all respects.
7.11 Incorporation of Exhibits and Schedules. All Exhibits and Schedules
attached hereto are by this reference incorporated herein and made a part hereof
for all purposes as if fully set forth herein.
7.12 Severability. If for any reason whatsoever, any one or more of the
provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid as applied to any particular case or in all cases, such
circumstances shall not have the effect of rendering such provision invalid in
any other case or of rendering any of the other provisions of this Agreement
inoperative, unenforceable or invalid.
7.13 Assignability. Neither this Agreement nor any of the parties' rights
hereunder shall be assignable by any party hereto without the prior written
consent of the other parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf on the day and year first above
written.
SHAREHOLDERS:
Xxxxxx Xxxxxx Xxxxx Xxxxxx
----------------------------------- ----------------------------------
Xxxx Xxxxxxx Xxxxx Xxxxx
----------------------------------- ----------------------------------
Computer Direct Ltd. Sayex Trading Company 1982 Ltd.
By: By:
------------------------- --------------------------
Name: Name:
------------------------- --------------------------
Title Title
------------------------- --------------------------
18
Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxx
----------------------------------- ----------------------------------
Xxxxxx Xxxxx Xxxx Xxxxxx
----------------------------------- ----------------------------------
Xxxx Zadokya Xxxxxx Xxxxx
----------------------------------- ----------------------------------
Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx
----------------------------------- ----------------------------------
Xxx Xxxx Xxxx Xxxxx
----------------------------------- ----------------------------------
Xxx Vinitzki Xxxx Xxxxx
----------------------------------- ----------------------------------
Avi Xxxxxxxxxx
-----------------------------------
19
COMPANY:
ZONE 4 PLAY, INC., a Delaware
corpo
20
ration
By:_____________________________
Its:____________________________
BUYE
R:
OLD GOAT ENTERPRISES, INC., a
Ne
21
xxxx corporation
By:_____________________________
22
Its:____________________________
Xxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxxx
23
-----------------------------------
Xxxxxxxxxx Trust Company Ltd.
By:
-------------------------
Name:
-------------------------
Title
-------------------------
24
SCHEDULE 2.6
LIST OF SUBSIDIARIES
Zone 4 Play Limited, an Israeli corporation
Zone 4 Play (UK) Limited, a United Kingdom corporation
25
SCHEDULE 2.8
JURISDICTIONS WHERE COMPANY IS LICENSED TO DO BUSINESS
Delaware
26
SCHEDULE 2.10
OFFICERS AND DIRECTORS OF COMPANY
Officers
Xxxxxx Xxxxxx President, Chief Executive Officer
Xxxx Xxxxx Chief Financial Officer
Xxxxxxx Xxxxxxx Chief Technical Officer
Directors
Xxxxxx Xxxxxxxxxx
27
SCHEDULE 2.18
REAL PROPERTY OWNED/LEASED BY COMPANY
Lease Agreement with Blue Diamond Realty LLC dated January 1, 2003
28
SCHEDULE 2.19
LIST OF CONTRACTS AND OTHER DATA
Administrative Services Agreement with Blue Diamond Realty LLC dated January
1, 2003
Directors Contract with Xxxxxx X. Xxxxxxxxxx dated January 1, 2003
Telephone Services Agreement with First State Telecom LLC dated October 1, 2003
Cellular Telephone Agreement with T-Mobile dated October 14, 2003
CUSTOMER AGREEMENTS:
--------------------
AVAGO and DiTG (UK)
GAMECAST(Cellcast) (UK)
TwoWayTV (UK)
Cablevision (USA)
UPC/Chello (NL,AT)
RCN (USA)
Orange (IL)
MIRS (IL)
Pinpoint/O2 (UK)
Xxxxxxxxx Telecom (HKG)
YES Satellite (IL)
PLATFORM LICENSE/JOINT MARKETING/JOINT CONTENT AGREEMENTS
---------------------------------------------------------
NDS
Liberate Technologies
OpenTV
Itaas/Scientific Atlanta
G-Cluster
DISTRIBUTION AGREEMENTS
-----------------------
AirG (CA)
Eurofun/Eurocom (IL)
Motorola Inc. (USA)
End2End (DK)
The Xxx Group/Xxx.Xxx (PRC)
Cellvita
Xxxxxxx Group
AGREEMENTS WITH AGENTS/CONSULTANTS
----------------------------------
Xxxxxxx Xxxxxxx Group
Igaming - Xxx Xxxxxxx
Sheves Holdings
Xxx Xxxxxx
29
SCHEDULE 2.24
BANK ACCOUNTS
PNC Bank, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, Account no. 5604586965
30
