THIS AGREEMENT is made on 8 September 2003.
1. TWO WAY TV LIMITED, a company incorporated in England and Wales, whose
registered office is at Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxx,
Xxxxxx X00 0XX ("TWTV") and;
2. ZONE4PLAY (CY) LIMITED, a company duly incorporated and organized under the
laws of Cyprus (Registered No. 135752), having its principal place of business
at 0 Xxxxxx Xxxxxx, Xxxxxxx 0000, Xxxxxx ("Zone4Play (CY)"); and
3. ZONE4PLAY ISRAEL LIMITED, a company duly incorporated and organized under the
laws of Israel (Registered No. 513131094), having its principal place of
business at 0X Xx'Xxxxxxx Xx., Xxx Xxxx 00000 ("Zone4Play Israel"); and
4. ZONE4PLAY (UK) LIMITED, a company duly incorporated and organized under the
laws of England and Wales (Registered No. 4557980), having its principal place
of business at 00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx Ni OQX.
WHEREAS:
A. TWTV, Zone4Play (CY) and Zone4Play Israel are parties to an agreement dated
the 10 March 2003 (the "Original Agreement") a copy of which is attached hereto.
B. The parties have agreed to novate the Original Agreement to Zone 4 Play (UK)
Limited. THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 The headings in this Agreement do not affect its interpretation.
2. NOVATION
2.1 This Agreement shall become effective at the last moment of time on the date
of last signature (the "Effective Date").
2.2 With effect from the Effective Date and subject always to Clause 2.3 below,
2.2.1 Zone 4 Play (UK) shall perform Zone4Play (CY) and Zone4Play Israel's
obligations under the Original Agreement and is bound by the terms of the
Original Agreement in every way in place of Zone4Play (CY) and Zone4Play Israel
including for the avoidance of doubt retrospectively from the commencement date
of the Original Agreement;
2.2.2 TWTV releases and discharges Zone4Play (CY) and Zone4Play Israel from
further performance of the Original Agreement and all liabilities, claims and
demands howsoever arising under the Original Agreement from the Effective Date
whether in contract, tort or otherwise, and accepts the liability of Zone 4 Play
(UK) under the Original Agreement in place of the liability of Zone4Play (CY)
and Zone4Play Israel; and
2.2.3 TWTV will perform its obligations under the Original Agreement and be
bound by the terms of the Original Agreement in every way as if Zone 4 Play (UK)
had at all times been a party to the Original Agreement in place of Zone4Play
(CY) and Zone4Play Israel.
20030905 Novation to Zone4Play UK
2.3 Notwithstanding anything to the contrary herein Zone4Play (CY) and Zone4Play
Israel agrees that if it has acquired any right of ownership, title or interest
in TWTV's Intellectual Property Rights in any TWTV Property since the
commencement date of the Original Agreement, it will assign to TWTV any such
right or interest in any TWTV Property to TWTV and execute any documents in
connection therewith that TWTV may request.
3. GOVERNING LAW AND JURISDICTION
3.1 This Agreement is governed by, and shall be construed in accordance with,
English law.
3.2 The courts of England have exclusive jurisdiction to hear and decide any
suit, action or proceedings, and to settle any disputes, which may arise out of
or in connection with this Agreement (respectively, "Proceedings" and
`Disputes") and, for these purposes, each party irrevocably submits to the
jurisdiction of the courts of England.
3.3 Each party irrevocably waives any objection which it might at any time have
to the courts of England being nominated as the forum to hear and decide any
Proceedings and to settle any Disputes and agrees not to claim that the courts
of England are not a convenient or appropriate forum.
4. ASSIGNMENT
Notwithstanding clause 13 of the Original Agreement (Assignment) Zone 4 Play
(UK) hereby acknowledges and agrees that TWTV may grant security over or assign
by way of security all or any of its rights under the Original Agreement (the
"Rights") for the purpose of or in
connection with any financing arrangements (whether in whole or in part) by TWTV
or concerning any of its working capital or other requirements. On the
enforcement of any security of a kind referred to in this sub-clause 4 TWTV or
any administrative receiver of TWTV or any person having the benefit of such
security may assign all or any part of the Rights to any person provided that
the liability of Zone 4 Play (UK) to any assignee in respect of the Rights shall
not be greater than if no such assignment had taken place.
5. COUNTERPARTS
The Agreement may be executed in any number of counterparts each of which when
executed and delivered is an original, but all the counterparts together
constitute the same documents.
EXECUTED by the parties
/s/ Xxxx de Fougerolles
Signed by: Xxxx de Fougerolles (CEO)
a duly authorized representative of/for Two Way TV Limited
on behalf of ( )
TWO WAYTV LIMITED ( )
Signed by ( )
a duly authorized representative of/for and
on behalf of ( )
ZONE4PLAY (CY) LIMITED
/s/ Xxxxxx Xxxxxx
Signed by: Xxxxxx Xxxxxx
a duly authorized representative of/for Zone4Play Israel Limited
on behalf of
ZONE4PLAY ISRAEL LIMITED
/s/ Xxxxxx Xxxxxx
Signed by: Xxxxxx Xxxxxx
a duly authorized representative of/for Zone4Play (UK) Limited
on behalf of
ZONE4PLAY (UK) LIMITED
