Exhibit 10.18
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 12,
2000, among International Sports Wagering Inc., a Delaware corporation (the
"Company"), and the investors listed on Schedule A hereto, each of which is
herein referred to as an "Investor, and all of which are collectively referred
to as the "Investors."
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company is willing to sell to each Investor, and each
Investor desires to purchase from the Company, shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"), in accordance with the terms
and conditions hereof.
NOW, THEREFORE, the parties agree as follows:
1. Purchase and Sale.
-----------------
(a) The Company hereby agrees to sell to each Investor, and each
Investor hereby agrees to purchase from the Company, the number of shares of
Common Stock (the "Shares") set forth opposite such Investor's name on Schedule
A at the price of $1.25 per Share (an aggregate of 800,000 Shares).
(b) Each Investor is delivering to the Company herewith a check payable
to the Company or, at the Company's option, by wire transfer to an account
designated by the Company, in the amount of the aggregate purchase price of the
Shares being purchased by such Investor, and the Company is herewith delivering
to each Investor, a duly executed certificate evidencing the Shares issued in
the name of the Investor.
2. Conditional Subsequent Payment. In the event that within 90 days
from the date hereof, the Company shall not have consummated a transaction by
which it has licensed its proprietary software and intellectual property (the
"Subsequent Transaction"), pursuant to the terms of which Subsequent Transaction
the Company is to receive at least $7.5 million during the three year period
after the date of such Subsequent Transaction, then the Company shall either (a)
refund to each Investor an amount equal to $0.65 for each Share purchased by
such Investor, or (b) deliver to each Investor 1.0833 additional shares (the
"Additional Shares") for each Share purchased pursuant to Section 1 (an
aggregate of 866,667 Additional Shares) (such selection to be made by the
Company in its discretion; provided that the Company gives notice to the
Investors of which of such alternatives it elects by the date which is 30 days
from the date hereof).
3. Registration of Shares. Promptly after the date hereof, the Company
shall:
(a) prepare and file with Securities and Exchange Commission (the
"SEC") (and the appropriate state securities authorities) a Registration
Statement (the "Registration Statement') with respect to the Shares and
Additional Shares, if any, and use its best efforts to cause
such Registration Statement to become and remain effective for such period as
may be reasonably necessary to effect the sale of such securities, provided that
such period need not extend beyond the date on which all the Shares and
Additional Shares become eligible for sale under Rule 144(k) under the Act (the
"Registration Termination Date");
(b) prepare and file with the SEC such amendments to such Registration
Statement and supplements to the prospectus contained therein as may be
necessary to keep such Registration Statement effective for such period as may
be reasonably necessary to effect the sale of such Shares and Additional Shares,
but not beyond the Registration Termination Date;
(c) furnish to the Investors such reasonable number of copies of the
Registration Statement, preliminary prospectus, final prospectus and such other
documents as they may reasonably request in order to facilitate the public
offering of the Shares and Additional Shares;
(d) use its best efforts to register or qualify the Shares and
Additional Shares covered by such Registration Statement under such state
securities or blue sky laws of such jurisdictions as such Investors may
reasonably request in writing within thirty (30) days following the original
filing of such Registration Statement, except that the Company shall not for any
purpose be required to execute a general consent to service of process or to
qualify to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified;
(e) notify the Investors participating in such registration, promptly
after it shall receive notice thereof, of the time when such Registration
Statement has become effective or a supplement to any prospectus forming a part
of such Registration Statement has been filed;
(f) notify such Investors promptly of any request by the SEC for the
amending or supplementing of such Registration Statement or prospectus or for
additional information;
(g) prepare and file with the SEC, promptly upon the request of any
such Investors, any amendments or supplements to such Registration Statement or
prospectus which, in the opinion of counsel for such Investors (and concurred in
by counsel for the Company), is required under the Act or the rules and
regulations thereunder in connection with the distribution of the Shares or
Additional Shares by such Investors;
(h) prepare and promptly file with the SEC and promptly notify such
Investors of the filing of such amendment or supplement to such Registration
Statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to the Shares or Additional
Shares is required to be delivered under the Act, any event shall have occurred
as the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and
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(i) advise such Investors, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.
4. Expenses.
--------
(a) With respect to any registration pursuant to Section 3 hereof, all
fees, costs and expenses of and incidental to such registration (as specified in
paragraph (b) below) shall be borne by the Company.
(b) The fees, costs and expenses of registration to be borne by the
Company as provided in paragraph (a) above shall include, without limitation,
printing expenses and fees and disbursements of counsel and accountants for the
Company. Notwithstanding anything to the contrary contained herein, the Company
shall not be responsible for (i) any discounts or commissions to or other
charges of any underwriter or broker-dealer with respect to the Shares or
Additional Shares, (ii) any stock transfer taxes incurred in connection with the
resale of the Shares or Additional Shares and (iii) the fees and expenses of any
counsel or accountant for any Investor and any other expenses incurred by the
Investors not expressly included above shall be borne by the Investors.
5. Indemnification.
---------------
(a) The Company will indemnify and hold harmless each Investor holding
Shares or Additional Shares which are included in a Registration Statement
pursuant to the provisions of Section 3, its directors and officers, and each
person, if any, who controls such Investor within the meaning of the Act, from
and against, and will reimburse each Investor and each such controlling person
with respect to, any and all loss, damage, liability, cost and expense to which
such Investor or controlling person may become subject under the Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, any prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expenses arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Investor or such
controlling person in writing specifically for use in the preparation thereof.
(b) Each Investor holding Shares or Additional Shares included in a
Registration Statement pursuant to the provisions of Section 3 hereof will
indemnify and hold
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harmless the Company, its directors and officers, and any controlling person,
from and against, and will reimburse the Company, its directors and officers,
any controlling person with respect to, any and all loss, damage, liability,
cost or expense to which the Company and/or any controlling person may become
subject under the Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such Registration Statement,
any prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was so
made in conformity with written information furnished by or on behalf of such
Investor specifically for use in the preparation thereof. Notwithstanding
anything to the contrary herein provided, except in the case of gross negligence
or willful misconduct of an Investor holding Shares or Additional Shares, the
maximum liability of any such Investor shall be the proceeds received by such
Investor pursuant to the sale of Shares and/or Additional Shares pursuant to
Registration Statement pursuant to Section 3.
(c) Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (a) or (b) of this Section 5 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party in writing of the
commencement thereof. In case such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, provided, however, if the defendants in any action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or in addition to
those available to the indemnifying party, or if there is a conflict of interest
which would prevent counsel for the indemnifying party from also representing
the indemnified party, the indemnified party or parties have the right to select
separate counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of said paragraph (a) or (b) for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the indemnified
party shall have employed counsel in accordance with the provisions of the
preceding sentence, (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after the notice of the commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party. No settlement of any
claim or action
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against an indemnified party shall be made without the prior written consent of
the indemnifying party, which consent shall not be unreasonably withheld.
(d) The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such
indemnified party and shall survive the transfer of the securities. If the
indemnification provided for in this Section 5 is unavailable to an indemnified
party in respect of any expense, loss, claim, damage or liability (including
reasonable attorneys' fees) referred to therein, then each indemnified party, in
lieu of indemnification from such indemnifying party, shall be entitled to
contribution, except to the extent that contribution is not permitted under
Section 11(f) of the Act, or any equivalent provisions of other applicable
foreign securities laws. In determining the amount of contribution to which the
respective parties are entitled, there shall be considered the parties' relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission, and any other equitable consideration appropriate under the
circumstances.
The Company and each Investor agrees that it would not be just and
equitable if contribution pursuant to this subdivision (d) were determined by
pro rata allocation or by any other method of allocation that does not take
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim.
Notwithstanding the provisions of this subdivision (d), no Investor
holding Shares or Additional Shares shall be required to contribute any amount
in excess of the amount of (i) the proceeds received by such Investor from the
sale of such Shares and Additional Shares pursuant to such Registration
Statement or (ii) the amount of any damages that such Investor has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission, whichever is less. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act or any equivalent provisions of
other applicable foreign securities law) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
(e) Any indemnification (or contribution) required by this Section 5
shall be made by periodic payments during the course of the investigation or
defense, as and when bills are received, or as and when expense, loss, damage or
liability is incurred.
6. Legends; Transfer Restrictions. The certificates evidencing the
Shares and Additional Shares shall be endorsed with the following legend (and
any other legend required to be placed thereon by applicable state securities
laws):
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
7. Representations and Warranties of the Investors. Each Investor
represents and warrants to the Company the following:
(a) Authorization. This Agreement constitutes its valid and legally
binding obligation, enforceable in accordance with its terms.
(b) Investment Representations; Restriction on Transfer. This Agreement
is made with each Investor in reliance upon such Investor's representation to
the Company, which by such Investor's execution of this Agreement such Investor
hereby confirms, that the Shares and Additional Shares to be received by such
Investor will be acquired for investment for such Investor's own account, not as
a nominee or agent, and not with a view to the resale or distribution of any
part thereof (other than pursuant to an offering registered under the Act, and
that such Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same (other than pursuant to an
offering registered under the Act). By executing this Agreement, each Investor
further represents that such Investor does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Shares or Additional Shares. Each Investor represents that it has full power and
authority to enter into this Agreement and that such Investor is an "Accredited
Investor" as that term is defined in Regulation D promulgated under the Act.
(c) Disclosure of Information. Each Investor believes it has received
all the information it considers necessary or appropriate for deciding whether
to purchase the Shares and Additional Shares. Each Investor further represents
that it has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering and sale of the
Shares and Additional Shares and that any questions raised by it or its
representatives concerning the transaction have been answered to the
satisfaction of it and its representatives. Its decision to purchase the Shares
and Additional Shares is based in part on the answers to those questions and its
own evaluation of the risks and merits of the purchase and the Company's
proposed business activities.
(d) Investment Experience. Each Investor is an investor in securities
of companies in the development stage and acknowledges that it is able to fend
for itself, can bear the economic risk of its investment and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Shares and Additional Shares. If
other than an individual, Investor also represents it has not been organized for
the purpose of acquiring the Shares and Additional Shares.
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(e) Restricted Securities. Each Investor understands that the Shares
and Additional Shares it is purchasing are characterized as "restricted
securities" under the federal securities laws because they are being acquired
from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such securities may be resold without
registration under the Act, only in certain limited circumstances. In this
connection, each Investor represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.
(f) Further Limitations on Disposition. Without in any way limiting the
representations set forth above, each Investor further agrees not to make any
disposition of all or any portion of the Shares or Additional Shares unless and
until there is then in effect a registration statement under the Act covering
such proposed disposition and such disposition is made in accordance with such
registration statement.
(g) Knowledge of Risks. Each Investor recognizes and appreciates all
risk factors relating to the purchase of the Shares including those set forth in
the Company's annual report on Form 10-KSB for the fiscal year ended September
30, 1998 and Forms 10-QSB for the quarters ended December 31, 1998, March 31,
1999 and June 30, 1999, copies of which have been made available to the
Investors..
8. Representations and Warranties of the Company. The Company
represents and warrants to each Investor the following:
(a) Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted and as proposed to be conducted. The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure so to qualify would have a material adverse
effect on its business or properties.
(b) Capitalization and Voting Rights. The authorized capital of the
Company consists of 20,000,000 Shares of which 7,853,993 are issued and
outstanding and 2,000,000 shares of preferred stock, par value $.001 per share,
none of which are issued or outstanding. Except as set forth in Schedule B,
there are not outstanding any options, warrants, rights (including conversion or
preemptive rights) or agreements for the purchase or acquisition from the
Company of any Shares or Additional Shares.
(c) Subsidiaries. The Company does not presently own or control,
directly or indirectly, any interest in any other corporation, association or
other business entity, other than a wholly-owned subsidiary,
SportXction(TM).com, Inc., which subsidiary is not engaged in any material
business activities.
7
(d) Authorization. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the
Company hereunder and the authorization, issuance and delivery of the Shares and
Additional Shares have been taken. This Agreement, when executed and delivered
by the Company, shall constitute a valid and legally binding obligation of the
Company, enforceable in accordance with its terms, subject to the laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and the rules of laws governing specific performance, injunctive relief or other
equitable remedies.
(e) Valid Issuance of Common Stock.
------------------------------
(i) The Shares and Additional Shares, when issued, sold and
delivered in accordance with the terms hereof for the consideration
expressed herein, will be duly and validly issued, fully paid and
non-assessable.
(ii) The outstanding shares of Common Stock are all duly and
validly authorized and issued, fully paid and non-assessable.
(f) Governmental Consents. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required on or prior to the date hereof in connection with the consummation of
the transactions contemplated by this Agreement.
(g) Litigation. There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Company, currently threatened against the
Company, which in any way materially affects the validity of this Agreement or
the right of the Company to enter into this Agreement, or to consummate the
transactions contemplated hereby, or which might result, either individually or
in the aggregate, in any material adverse effect on the Company. The Company is
not a party or subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality. There
is no action, suit, proceeding or investigation by the Company currently pending
or which the Company currently intends to initiate.
(h) Compliance with Other Instruments. The Company is not in violation
or default of any provisions of its Certificate of Incorporation or its Bylaws
or of any instrument, judgment, order, writ, decree or material contract to
which it is a party or by which it is bound or, to its knowledge, of any
provision of any federal or state statute, rule or regulation applicable to the
Company. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby, will not result in any
such violation or be in conflict with or constitute either a default under any
such provision, instrument, judgment, order, writ, decree or contract or an
event which results in the creation of any lien, charge or encumbrance upon any
assets of the Company.
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(i) Title to Property and Assets. The Company owns its property and
assets free and clear of all mortgages, liens, loans and encumbrances, except
such encumbrances and liens which arise in the ordinary course of business and
do not materially impair the Company's ownership or use of such property or
assets.
9. General Provisions.
------------------
(a) Survival. The representations, warranties and covenants of the
Company and Investors contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement for a period of one year.
(b) Governing Law. This Agreement shall be governed by and construed
under the laws of the State of New York without regard to conflicts of law
principles.
(c) Amendment and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance either retroactively or prospectively), only with
the written consent of the Company and the holders of a majority of the Shares
and Additional Shares, if applicable, issued to the Investors hereunder. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Investor and the Company.
(d) Notices. All notices given hereunder shall be in writing and shall
be deemed to have been duly given and received (i) when delivered personally,
with receipt acknowledged in writing by the recipient, (ii) on the fifth
business day after being sent by registered or certified mail (postage paid,
return receipt requested), (iii) one business day after being sent by a
nationally recognized overnight delivery service, postage or delivery charges
prepaid, or (iv) on the date on which a facsimile is transmitted, in each case
to the parties at their respective addresses stated below; provided, that if the
intended recipient of any notice hereunder refuses to acknowledge receipt
thereof in writing, such notice shall be deemed to have been duly given on the
date of such refusal. Any party may change its address for notice by giving
notice of the new address to the other party in accordance with the provisions
of this paragraph.
If to the Company:
International Sports Wagering Inc.
000 Xxxxx Xxxxx Xxxx, Xxxxx 0X
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Attention: President
Facsimile: 000-000-0000
9
with a copy to:
Xxxxxxxx Xxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: 000-000-0000
If to any Investor:
To the addresses known on the signature page.
(e) Assignment. The rights and obligations of each Investor under this
Agreement may be assigned only with the prior written consent of the Company.
(f) No Waiver. Any party's failure to enforce any provision of this
Agreement shall not in any way be construed as a waiver of any such provision,
nor prevent that party thereafter from enforcing each and every other provision
of this Agreement. The rights granted to the parties herein are cumulative and
shall not constitute a waiver of any party's right to assert all other legal
remedies available to it under the circumstances.
(g) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
(h) Further Acts. The Company, on the one hand, and each Investor, on
the other hand, agrees, upon the reasonable request of the other party, to
execute any further documents or instruments necessary or desirable to carry out
the purposes or intent of this Agreement.
(i) Arbitration. Except as otherwise provided herein, any controversies
or claims arising out of, or relating to this Agreement or the breach thereof,
shall be settled by arbitration in accordance with the commercial rules of the
American Arbitration Association, which decision shall be final and binding on
the parties, and judgment upon the award rendered shall be entered in any court
having jurisdiction thereof. Any party may demand such arbitration in accordance
with the procedures set out in those rules. The arbitration shall be conducted
in New York, New York, or such other location as may be mutually agreed upon by
the parties. Special, consequential, or punitive damages shall not be awarded by
the arbitrator.
(j) Tax Liability. Each Investor understands that it (and not the
Company) shall be responsible for its own federal, state, local or foreign tax
liability and any of its
10
other tax consequences that may arise as a result of the transactions
contemplated by this Agreement. Each Investor shall rely solely on the
determinations of its tax advisors or its own determinations, and not on any
statements or representations by the Company or any of its agents, with regard
to all such tax matters.
(k) Finder's Fee. The Company and the Investors each represent to the
other that it neither is nor will be obligated for any finder's fee or
commission in connection with this transaction. Each Investor agrees to
indemnify and to hold the Company harmless from any liability for any commission
or compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which the Investor
or any of its officers, partners, employees, or representatives is responsible.
The Company agrees to indemnify and hold each Investor harmless from any
liability for any commission or compensation in the nature of a finder's fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.
(l) Expenses. Except as otherwise specifically set forth herein, the
Company and the Investors shall each pay the costs and expenses that each incurs
with respect to the negotiation, execution, delivery and performance of this
Agreement.
(m) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but which shall together constitute a
single instrument.
(n) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(o) Entire Agreement. This Agreement contains the entire understanding
of the parties hereto concerning the subject matter hereof and supersedes any
and all prior agreements made by the parties with respect thereto and may not be
amended, terminated or discharged, except by an instrument in writing by the
party to be charged.
[THE SIGNATURE PAGE FOLLOWS THIS PAGE]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
INTERNATIONAL SPORTS WAGERING INC.
By: /s/
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Chairman of the Board
INVESTORS
/s/
------------------------------------------
Name: Xxxx Xxxxx
Title:
Address: 00-00 000xx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
BROOKWOOD PARTNERS, L.P.
By: /s/
--------------------------------------
Name:
Title:
Address: 00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
/s/
------------------------------------------
Name: Xxxx Xxxxxxxx
Title:
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
12
/s/
------------------------------------------
Name: Xxxxx Xxxxxx
Title:
Address: c/o GeoCapital LLC
000 Xxxxx Xxxxxx, 00xxXxxxx
Xxx Xxxx, X.X. 00000
/s/
------------------------------------------
Name: Xxx Xxxxxxxx
Title:
Address: 00 Xxx Xxxxxxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
SENECA VENTURES
By: /s/
--------------------------------------
Name:
Title:
Address: 00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
WOODLAND PARTNERS
By: /s/
--------------------------------------
Name:
Title:
Address: 00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
WOODLAND VENTURE FUND
By: /s/
--------------------------------------
Name:
Title:
Address: 00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
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SCHEDULE A - INVESTORS
Investor Name No. of Shares Dollar Amount
------------- ------------- -------------
Xxxx Xxxxx 40,000 $ 50,000
00-00 000xx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Social Security # ###-##-####
Brookwood Partners, L.P. 40,000 $ 50,000
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
TAX ID # 00-0000000
Xxxx Xxxxxxxx 40,000 $ 50,000
0000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
Social Security # ###-##-####
Xxxxx Xxxxxx 80,000 $ 100,000
c/o GeoCapital LLC
000 Xxxxx Xxxxxx, 00xxXxxxx
Xxx Xxxx, X.X. 00000
Social Security # ###-##-####
Xxx Xxxxxxxx 80,000 $ 100,000
00 Xxx Xxxxxxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
Social Security # ###-##-####
Seneca Ventures 120,000 $ 150,000
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
TAX ID # 00-0000000
Woodland Partners 160,000 $ 200,000
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
TAX ID # 00-0000000
Woodland Venture Fund 240,000 $ 300,000
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
TAX ID # 00-0000000
------------------------------------------------------------------------
TOTALS 800,000 $1,000,000
------------------------------------------------------------------------
SCHEDULE B - EQUITY SECURITIES
AS OF NOVEMBER 30, 1999
A. Common Stock, par value $.001/share:
-----------------------------------
Authorized - 20,000,000
Outstanding - 7,853,993
B. Preferred Stock, par value $.001/share:
--------------------------------------
Authorized - 2,000,000
Outstanding - - 0 -
C. Stock Options
1. 1995 Plan
---------
Authorized - 649,948 (of which 77,948 were exercised)
Outstanding - 539,195
Available for Grant - 32,805
2. 1996 Plan
---------
Authorized - 825,000 (of which 33,333 were exercised)
Outstanding - 723,000
Available for Grant - 68,667
D. Warrants (each to purchase one share of Common Stock)
--------
1. Bridge Warrants:
---------------
Authorized - 195,000
Outstanding - 195,000 exercisable at $3.60/share; expire
10/28/01.
2. Publicly held Warrants (part of IPO - Units)
----------------------
Authorized - 1,725,000
Outstanding - 1,725,000 exercisable at $7.20/share; expire
12/11/01.
3. Underwriters' Options
---------------------
Option to purchase 150,000 Units exercisable at $9.60/unit. If
exercised, underwriters receive one share of Common Stock and
one Warrant to purchase one share of Common Stock exercisable
at $11.88/share; expire 12/11/01.
Note: The Bridge Warrants contain anti-dilution provisions that will
be triggered by a sale of Shares and Additional Shares at
below current market value.
