SECOND AMENDMENT TO THE LICENCE AND DISTRIBUTION AGREEMENT
EXHIBIT 10.2
SECOND
AMENDMENT TO THE LICENCE AND DISTRIBUTION AGREEMENT
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(1)
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Sona Mobile Inc. (EIN 20
– 0375677) and Sona
Innovations, Inc. (BN 86762 2441), whose registered offices are at
39th
Floor, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (collectively "Sona Group
")
Tel: +
0 000 000 0000
Fax: +
1 000 000 0000
Email: xxx.xxxxx@xxxxxxxxxx.xxx
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AND
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(2)
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eBet Limited (ABN 59 059
210 774), eBet Gaming
Systems Pty. Ltd. (ABN 50 086 218 832) and eBet Systems Pty. Ltd.
(ACN 088 033 121) whose registered offices are at Xxxx 00, 000-000
Xxxxxxxx Xxxx, Xxxxxxxxx Xxxx, XXX 0000 Xxxxxxxxx (collectively, the
“eBet
Companies”)
Tel: +
00 0 0000 0000
Fax: +
61 2 8817 4770
Email: xxxxxxx@xxxxxxxxxx.xxx
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The
Parties hereby enter into this Second
Amendment
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Signed,
sealed and delivered by Sona Mobile Inc.:
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/s/
XXX XXXXX
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Date:
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August
28, 2008
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Authorised
Signatory
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Signed,
sealed and delivered by Sona Innovations, Inc.:
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/s/
XXXXXXX XXXXXXX
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Date:
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August
29, 2008
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Authorised
Signatory
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Signed,
sealed and delivered by eBet Limited
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/s/
XXXXXXX
XXXXXX
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Director
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Date:
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August
29, 2008
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/s/ XXX XXXXX
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Director
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Signed,
sealed and delivered by eBet Gaming Systems Pty. Ltd.
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/s/
XXXXXXX XXXXXX
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Director
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Date:
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August
29, 2008
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/s/
XXX XXXXX
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Director
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Signed,
sealed and delivered by eBet Systems Pty. Ltd.
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/s/
XXXXXXX XXXXXX
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Director
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Date:
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August
29, 2008
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/s/
XXX XXXXX
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Director
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A.
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The
Parties entered into the first amendment (“First Amendment”) to the
Licence and Distribution Agreement between Sona Mobile, Inc and Sona
Innovations, Inc. and eBet Limited, eBet Gaming Systems Pty. Ltd. and eBet
Systems Pty. Ltd., dated August 17, 2008 (the “Licence Agreement”) to
allow additional time to complete the Master Services
Agreement.
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B.
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The
Parties desire to enter into this second amendment (“Second Amendment”) to
the Licence and Distribution Agreement between Sona Mobile, Inc and Sona
Innovations, Inc. and eBet Limited, eBet Gaming Systems Pty. Ltd. and eBet
Systems Pty. Ltd., dated August 17, 2008 (the “Licence Agreement”) to
allow additional time to complete the funding of the License Fee Balance
by EGS.
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C.
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It
was the intent of the Parties that EGS would pay the balance of
US$2,250,000 (“Licence Fee Balance”), by Sona Wire Transfer upon
satisfaction of the closing conditions referred to in clauses 2.1, 2.2 and
2.3, and upon satisfaction of those closing conditions on or before the
Closing Date, the Sona Agent shall be authorised to release to EGS, the
Sona Software and the Sona Software Documentation; to Sona and EGS, the
counterpart original documents (or copies thereof) deposited with the Sona
Agent under clause 2.1(a) and (b), as appropriate; and (c) to Sona, the
Second Instalment; and thereafter the transaction would be
closed.
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D.
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The
Parties have a completed and executed Master Services Agreement between
eBet Services Pty. Limited (ACN 000 000 000) of Australia and Sona Mobile
Holdings Corp. (EIN 00-0000000) of the USA (the “Master Services
Agreement”) as of August 25, 2008 pursuant to the terms of the First
Amendment to the Licence Agreement.
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E.
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EGS
has authorised and the Sona Agent has released the Second Instalment to
Sona.
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F.
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This
Second Amendment sets out the terms and conditions of the agreements
between the Parties.
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NOW
THEREFORE, in consideration of the mutual agreement of the Parties contained in
this Amendment, and for good and other valuable consideration, the receipt and
sufficiency of which is acknowledged, the Parties agree as follows:
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1.
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All
capitalised terms used within this Second Amendment shall be as those
terms are defined under the Licence Agreement unless otherwise defined
within this Second Amendment.
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2.
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Where
there is a conflict between this Second Amendment, the First Amendment,
and the Licence Agreement, this Second Amendment shall govern between the
Parties.
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3.
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The
Parties acknowledge and agree that the Closing Date as defined in Section
1.1 of the License Agreement is hereby defined as; “on or before 5
September 2008.”
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4.
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The
Parties acknowledge and agree that EGS will pay US $1,500,000 (“Third
Instalment”) of the License Fee Balance to Sona on or before 29 August
2008 by Sona Wire Transfer, leaving a remainder of US $750,000 due to Sona
(“Remainder”) to be paid by Sona Wire Transfer on or before the Closing
Date.
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2
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5.
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The
Parties acknowledge and agree that the First Instalment and the Second
Instalment shall be non-refundable to EGS where EGS fails to pay the
Remainder on the Closing Date.
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6.
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The
Parties agree that all other clauses, terms, provisions, covenants and
conditions of the Licence Agreement shall remain in full force and effect
and are not otherwise altered by this Second
Amendment.
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7.
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This
Second Amendment may be executed in counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed to be
one and the same instrument. Delivery of an executed
counterpart of a signature page of this Second Amendment or any document
or instrument delivered in connection herewith by telecopy or electronic
portable document format (delivered by electronic mail) shall be as
effective as delivery of a manually executed counterpart of this Second
Amendment or such other document or instrument as applicable. The
electronic copies so signed will constitute originally signed copies of
the same consent requiring no further
execution.
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