STOCK PURCHASE AGREEMENT Dated as of July 21, 2005 From The Shareholders of INROB, LTD. To Western Gaming Corporation
Dated
as
of July 21, 2005
From
The
Shareholders of INROB, LTD.
To
Western
Gaming Corporation
Stock
Purchase Agreement, dated as of July 21, 2005, between Inrob Ltd., a company
formed and existing under the laws of the State of Israel (the “Company”) doing
business at 0 Xxxxxx Xxxxxx, Xxxxx, Xxxxxx 00000, and the shareholder (
“Seller”) of the Company, and Western Gaming Corporation, a company formed and
existing under the laws of the State of Nevada (the “Purchaser”), doing business
at 0000 Xxxxxxxxx Xxx, Xxxxx 000 Xxx Xxxxx XX 00000 and Equity Capital
Investments, Inc. a company formed and existing under the laws of the State
of
_______ (“Equity”), doing business at _________.
RECITALS
WHEREAS,
Equity desires to sell some of its shares of Purchaser to the Company for
monetary consideration on the terms and conditions set forth below;
and
WHEREAS,
the Seller desires to sell his shares of the Company to the Purchaser, for
shares of common stock of the Purchaser (Sellers’ shares of common stock of the
Company are hereinafter referred to as the “Shares”); and
WHEREAS,
Western Gaming Corporation, the Purchaser, has offered to purchase all of
the
Shares.
NOW
THEREFORE, in consideration of the mutual covenants and undertakings and
other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties, intending to be bound, agree as follows:
ARTICLE
I
PURCHASE,
SALE AND TERMS OF SHARES
| 1.1. |
Sale
of Shares.A
total of 2,057,423 post reverse split (1 for 10.98) equivalent
shares
of common stock of the Purchaser (equal to a majority of the current
issued and outstanding shares, prior to any reverse split), currently
owned by Equity shall be purchased by the Company, for a purchase
price of
FOUR HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($475,000), at the time
and
place of the closing of the sale of the shares of the Company to
the
Purchaser, or at a time prior to such closing as described below
(the
“First Transaction”)
|
| 1.2. |
Purchase
and Sale.
Following the completion of the First Transaction, the Seller agrees
to
sell and Purchaser agrees to purchase all but not less than all
of the
Shares on the terms and subject to the conditions hereinafter set
forth.
Currently the Company has 10,000 shares of common stock and 20
shares of
preferred stock issued and outstanding, which shall be exchanged
for a
total of 28,500,000 shares
of common stock of Purchaser, to be issued after the proposed reverse
split of the shares of common stock of the Purchaser in an amount
of 10.98
share of INROB for each 1 new share of the
Purchaser.
|
| 1.3. |
Terms.
The
purchase price to be paid by the Purchaser to the Sellers of shares
shall
be the issuance of 28,186,821 post reverse split (1 for 10.98)
shares of
the Purchaser. The Purchaser shall have a total issued and outstanding
number of shares after the transaction and reverse split, and the
issuance
of 350,000
shares of restricted common shares to Xxxxx XxXxxxx, of 29,999,997
shares of common stock. When the shares issued to the Seller are
combined
with 313,179
post- reverse split shares to be acquired by the Company, the combined
total of such shares shall equal 95% of the total issued and outstanding
shares of the Purchaser. All shares shall be subject to the restrictions
of Rule 144 of the Securities and Exchange Commission.
|
| 1.4. |
The
Closing.
The Closing shall take place at the offices of the Purchaser, 0000
X.
Xxxxxxxxx Xxxxxx, #000, Xxx Xxxxx, Xxxxxx on July 21, 2005, (the
“Closing
Date”), or such other date and place as the parties shall agree to in
writing.
|
|
1.5
|
As
a condition subsequent to the transaction, Purchaser shall file
the
necessary documentation to effectuate a merger with the Company
and to
change the name of the Purchaser to INROB TEC and to complete a
reverse
share split of the shares issued and outstanding of the
Purchaser.
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|
1.7
|
Representations
by the Purchaser, Equity.
The Purchaser, Equity hereby jointly and severally makes the following
representations and warranties to the Company and the
Seller:
|
A. Access
to Information
The
Purchaser, in making the decision to purchase the Shares, has relied upon
the
representations and warranties contained in this Agreement as well as
independent investigations made by it and/or its representatives, if any.
B. Sophistication
and Knowledge.
The
Purchaser and/or its representatives has such knowledge and experience in
financial and business matters that it can represent itself and is capable
of
evaluating the merits and risks of the purchase of the Shares.
|
1.8.
|
Authority.
The Purchaser and Equity have full right and power to enter into
and
perform pursuant to this Agreement and all other agreements, documents,
instruments and certificates contemplated herein or related hereto
(collectively the “Transaction Documents”) and make an investment in and
sell shares to the Company, and this Agreement constitutes their
valid and
legally binding obligation, enforceable in accordance with its
terms. The
Purchaser is authorized and otherwise duly qualified to purchase
and hold
the Shares and to enter into this Agreement. Upon execution and
delivery
of this Agreement by the parties hereto and thereto, this Agreement
shall
constitute the legal, valid and binding obligation of the Purchaser
enforceable against it in accordance with their respective terms,
except
as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement
of creditor rights generally and by general equitable
principles.
|
|
1.9.
|
Title.
Equity is the sole record and beneficial owner of the Shares to
be sold to
the Company hereunder free and clear of all liens or encumbrances,
save as
disclosed in this Agreement and (b) has sole managerial and dispositive
authority with respect to such Shares. All proxies granted with
respect to
such shares have been validly revoked. Upon delivery to the Company
by
Equity the Company will own and hold, good and marketable title
to the
Shares, free and clear of any and all liens or contractual restrictions
or
limitations whatsoever.
|
|
1.20.
|
Authorization.
Purchaser and Equity have complied with all applicable regulations
and
orders in connection with the execution, delivery and performance
of this
Agreement, and the transactions contemplated hereby and thereby.
Purchaser, Equity are not required to submit any notice, report,
or other
filing with any governmental authority in connection with the execution
or
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby except as will be performed immediately subsequent
to
Closing hereof. No authorization, consent, approval, exemption
or notice
is required to be obtained by Purchaser, Equity in connection with
the
execution, delivery, and performance of this Agreement and the
transactions contemplated hereby.
|
A. Brokers
or Finders.
No
person has or will have, as a result of the transactions contemplated by
this
Agreement, any right, interest or valid claim against or upon the Company
for
any commission, fee or other compensation as a finder or broker because of
any
act or omission by such Purchaser or its respective agents.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
REGARDING
THE COMPANY
The
Seller makes the following representations and warranties, all to the best
of
his knowledge, to Purchaser as of the date hereof and as of the Closing Date,
unless a different date is specifically provided herein.
| 2.1. |
Organization and Standing.
The Company has been duly incorporated and is validly existing
and in good
standing under the laws of the Israel and has the requisite corporate
power and authority necessary to own its properties and to conduct
its
business as presently conducted. The Company is duly qualified
to transact
business as a foreign corporation and is in good standing in every
jurisdiction in which the failure to so qualify would have a material
adverse effect on the operations or financial condition of the
Company.
|
| 2.2. |
Subsidiaries.
The Company has no subsidiaries.
|
| 2.3. |
Capitalization.
The total authorized capital of the Company consists of 500,000,000
shares
of common stock, $0.006 par value per share, of which 10,000 are
issued
and outstanding and all of which are being acquired by Purchaser.
All
shares bear a restrictive legend.
|
| 2.4. |
Shareholder.
Exhibit A attached hereto accurately and fully reflects the name
and
number of shares owned by the shareholder of the Company (“Shareholder”)
as of the date hereof and whether said shares are subject to any
restriction on transferability. The shares of common stock of the
Company
issued to the persons and companies identified in Exhibit A were
lawfully
and properly cancelled and returned to the treasury. No individual
or
company identified in Exhibit A has any claim against the Company
regarding the issuance or cancellation of shares of common stock
of the
Company.
|
| 2.5. |
Options
and Rights.
Except as set forth in Exhibit “A”, there are no outstanding
subscriptions, options, warrants, rights, securities, contracts,
commitments, understandings or arrangements
under which the Company is bound or obligated to issue any additional
shares of its capital stock or rights to purchase shares of its
capital
stock (collectively, “Options”).
|
| 2.6. |
Financial
Statements.
The unaudited balance sheets for the year ended December 31, 2004
of the
Company are
attached hereto as Exhibit B, and fairly present the financial
position of
the Company as at the dates and for the periods indicated.
|
| 2.7. |
Absence
of Liabilities.
Except as set forth in the Financial Statements, the Company has
no
material liabilities, contingent or otherwise, other than (i) obligations
not required under generally accepted accounting principles to
be
reflected in the Financial Statements and (ii) as disclosed on
Schedule
2.7 hereto.
|
| 2.8. |
deleted.
|
| 2.9. |
Litigation.
There is no action, suit, proceeding or investigation pending or,
to the
Sellers’ knowledge, is currently threatened, against the Company, except
as described on Schedule 2.9 to this Agreement. The Sellers are
not aware
of any basis for any of the foregoing or any intent on its part
to
initiate any of the foregoing.
|
| 2.10. |
Consents;
Contracts.
No consent of any party to any contract or from any authority is
required
in connection with the execution, delivery or performance
of this Agreement, or the consummation of the transactions contemplated
hereby, except for such consents that are obtained, in form and
substance
reasonably acceptable to Purchaser, and delivered to Purchaser
at the
Closing. Each material Contract to which the Company is a party
is in full
force and effect and is valid and enforceable in accordance with
its
terms. The Company has performed in all material respects all obligations
required to be performed by it and (i) is not in default in any
material
respect under or in material breach of, and (ii) is not in receipt
of any
claim of material default or breach under any material Contract.
No event
has occurred which with the passage of time or the giving of notice
or
both would result in a material default, breach
or event of non-compliance under any material Contract to which
the
Company is subject (including without limitation all performance
bonds,
warranty obligations or otherwise).
|
| 2.11. |
Taxes.
The Company has, in all material respects, paid all taxes due as
of the
date hereof. The Company has, in all material respects, timely
filed or
has obtained presently effective extensions with respect to all
state,
county, local and foreign tax returns (collectively, “Tax
Returns”)
that the Company are required to file. The Tax Returns are true
and
correct in all material respects and all taxes shown thereon to
be due
have been timely paid, with any exceptions permitted by any taxing
authority not having a materially adverse effect on the Company.
No
penalties or other charges are or will become due with respect
to any such
Tax Returns as the result of the late filing thereof. The Company
has
either paid or established in the Financial Statements adequate
reserves
for the payment of all such taxes due or claimed to be due by any
taxing
authority in connection with any such Tax Returns.
|
| 2.12. |
Compliance.
The Company has, in all material respects, complied with all laws,
regulations and orders applicable to their business and, except
as set
forth in schedule 2.12 hereto, have all material permits and licenses
required thereby. There is no term or provision of any material
mortgage,
indenture, contract, agreement or instrument to which the Company
is a
party or by which it is bound, or, to the best of the Sellers’ knowledge,
of any judgment, decree, order, statute, rule or regulation applicable
to
or binding upon the Company that materially adversely affects the
business, prospects, condition, affairs or operations of the Company
or
any of its properties or assets. To the Sellers’ knowledge, no employee of
the Company is in violation of any contract or covenant (either
with the
Company or with another entity) relating to employment, patent,
other
proprietary information disclosure, non-competition, or
non-solicitation.
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| 2.13. |
Books
and Records.
The books of account, ledgers, order books, records and documents
of the
Company accurately and completely reflect all material information
relating to the business of the Company, the location and collection
of
its assets, and the nature of all transactions giving rise to the
obligations or accounts receivable of the
Company.
|
| 2.14. |
Brokers
or Finders.
The Company has not agreed to incur, directly or indirectly, any
liability
for brokerage or finders’ fees, agents’ commissions or other similar
charges in connection with this Agreement or any of the transactions
contemplated hereby or thereby.
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| 2.15. |
Disclosures.
The Sellers and the Company have provided the Purchaser with all
information requested by the Purchaser in connection with their
decision
to purchase the Shares. Neither this Agreement nor any Exhibit
hereto,
when read together, contains or will contain any material misstatement
of
fact or omits to state a material fact necessary to make the statements
contained herein or therein not
misleading.
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ARTICLE
III
Representations
and Warranties of the Seller
The
Seller makes the following representations and warranties to Purchaser as
of the
date hereof and as of the Closing Date, unless a different date is specifically
provided herein.
| 3.1 |
Authorization.
The Seller has full legal right, power and capacity to enter into
this
Agreement and all other agreements, documents, instruments and
certificates contemplated herein or related hereto (collectively
the
“Transaction Documents”) and perform his obligations hereunder and
thereunder. Upon execution and delivery of this Agreement by the
parties
hereto and thereto, this Agreement shall constitute the legal,
valid and
binding obligation of the Seller, enforceable against him or her
in
accordance with their respective terms, except as enforceability
may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other
similar laws affecting the enforcement of creditor rights generally
and by
general equitable principles.
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| 3.2 |
Title.
The Seller (a) is the sole record and beneficial owner of the Shares
set
forth it the above recitals, which recital is incorporated herein,
free
and clear of all liens or encumbrances, save as disclosed in this
Agreement and (b) has sole managerial and dispositive authority
with respect to such Shares. All proxies granted with respect to
such
Seller's Shares have been validly revoked. Upon delivery to Seller
by
Purchaser of the Purchase Price at the Closing, each Seller will
convey
their respective Shares, and Purchaser will own and hold, good
and
marketable title to the Shares,
free and clear of any and all liens or contractual restrictions
or
limitations whatsoever.
|
| 3.3 |
Authorization.
The Seller has complied with all applicable regulations and orders
in
connection with the execution, delivery and performance of this
Agreement,
and the transactions contemplated hereby and thereby. The Seller
is not
required to submit any notice, report, or other filing with any
governmental authority in connection with such Seller's execution
or
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby except as will be performed immediately subsequent
to
Closing hereof. No authorization, consent, approval, exemption
or notice
is required to be obtained by such Seller in connection with the
execution, delivery, and performance of this Agreement and the
transactions contemplated hereby.
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF PURCHASERS
Purchaser,
and Equity hereby jointly and severally represent and warrant to Seller as
follows, which representations and warranties are, and as of the Closing
Date
shall be, true and correct.
| 4.1 |
Organization and Standing.
The Purchaser has been duly incorporated and is validly existing
and in
good standing under the laws of the State of Nevada and has the
requisite
corporate power and authority necessary to own its properties and
to
conduct its business as presently conducted. The Company is duly
qualified
to transact business as a foreign corporation and is in good standing
in
every jurisdiction in which the failure to so qualify would have
a
material adverse effect on the operations or financial condition
of the
Company.
|
| 4.2 |
Subsidiaries.
The Purchaser has no subsidiaries.
|
| 4.3 |
Capitalization.
The total authorized capital of the Purchaser consists of 80,000,000
shares of Common Stock, par value $0.001 per share, of which, after
a
reverse stock split to be completed on a 1 for 10.98 share basis,
will
have 3,207,414 shares of common stock issued and outstanding, and
20,000,000 shares of preferred stock, par value $0.001 per share,
of which
none is issued and outstanding.
|
| 4.4 |
Options
and Rights.
With the exception of the obligation of the Purchaser to issue
350,000
restricted shares of its common stock, post reverse split and post
acquisition, to Xxxxx XxXxxxx for business consulting services
fully
rendered to the Purchaser as of this date, there are no outstanding
subscriptions, options, warrants, rights, securities, contracts,
commitments, understandings or arrangements
under which the Purchaser
is
bound or obligated to issue any additional shares of its capital
stock or
rights to purchase shares of its capital stock (collectively,
“Purchaser
Options”).
|
| 4.5 |
Financial
Statements.
The balance sheets as June 30, 2005, of the Purchaser are
attached hereto as Exhibit C, and fairly present the financial
position of
the Company as at the dates and for the periods indicated.
|
| 4.6 |
Absence
of Liabilities.
Except as set forth in the Financial Statements, the Purchaser
has no
material liabilities, contingent or otherwise, other than as assumed
by
XxXxxxx under a separate agreement.
|
| 4.7 |
Absence
of Changes.
Except as set forth on Schedule 4.7 hereto, the Purchaser has not
conducted any business, since ________________ and there has not
been: (a)
any material adverse change; (b) any
amendment or change in the Purchaser’s
authorized or issued capital stock, or Articles of Incorporation;
(c) any
declaration, setting aside or payment of any dividend or distribution
(whether in cash, stock or property) in respect of, the capital
stock of
the Purchaser,
any purchase, retirement, redemption or other acquisition of, any
grant of
any stock option, warrant or other right to purchase shares of,
or the
grant of any registration rights with respect to, the capital stock
of the
Purchaser;
(d) any cancellation of, or agreement to cancel any indebtedness
or
obligation owing to the Purchaser;
(e) any amendment, modification or termination of any existing
permits or
contracts, or entering into any new Contract or plan relating to
any
salary, bonus, insurance, pension, health or other employee welfare
or
benefit plan for or with any directors, officers, employees or
consultants
of the Purchaser;
(f) any entry into any material Contract by the Purchaser
not in the ordinary course of business, including, without limitation,
relating to any borrowing, capital expenditure or the sale or purchase
of
any property, rights, or assets or any options or similar agreements
with
respect to the foregoing; (g) any disposition by the Purchaser
of
any material asset; or (h) any change by the Purchaser
in
accounting methods or principles.
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| 4.8 |
Litigation.
There is no action, suit, proceeding or investigation pending or,
to the
Sellers’ knowledge, is currently threatened, against the Purchaser. The
Purchaser is not aware of any basis for any of the foregoing or
any intent
on its part to initiate any of the
foregoing.
|
| 4.9 |
Consents;
Contracts.
No consent of any party to any contract or from any authority is
required
in connection with the execution, delivery or performance
of this Agreement, or the consummation of the transactions contemplated
hereby, except for such consents that are obtained, in form and
substance
reasonably acceptable to Sellers, and delivered to Sellers at the
Closing.
The Purchaser is not party to any valid Contract. The Purchaser
has performed in all material respects all obligations required
to be
performed by it and (i) is not in default in any respect under
or in
breach of, and (ii) is not in receipt of any claim of default or
breach
under any material Contract. No event has occurred which with the
passage
of time or the giving of notice or both would result in a default,
breach
or event of non-compliance under any material Contract to which
the
Purchaser is subject (including without limitation all performance
bonds,
warranty obligations or otherwise).
|
| 4.10 |
Taxes.
The Purchaser has paid all taxes due as of the date hereof. The
Purchaser
has timely filed or has obtained presently effective extensions
with
respect to all Federal, state, county, local and foreign tax returns
(collectively, “Tax
Returns”)
that the Purchaser are required to file. The Tax Returns are true
and
correct and all taxes shown thereon to be due have been timely
paid, with
any exceptions permitted by any taxing authority not having a materially
adverse effect on the Purchaser. No penalties or other charges
are or will
become due with respect to any such Tax Returns as the result of
the late
filing thereof. The Purchaser has either paid or established in
the
Financial Statements adequate reserves for the payment of all such
taxes
due or claimed to be due by any taxing authority in connection
with any
such Tax Returns. None of the Purchaser’s federal income tax returns have
been audited by the Internal Revenue Service, and no controversy
with
respect to taxes of any type is pending or, to the knowledge of
the
Purchaser, threatened. The Purchaser has withheld or collected
from each
payment made to its employees the amount of all taxes required
to be
withheld or collected there from and has paid all such amounts
to the
appropriate taxing authorities when due. Neither the Company nor
any of
its stockholders has ever filed (i) an election pursuant to Section
1362
of the Internal Revenue Code of 1986, as amended (the “Code”),
that the Company be taxed as an S Corporation, or (ii) a consent
pursuant
to Section 341(f) of the Code relating to collapsible corporations.
The
Company intends, pursuant to Section 368(a)1)(b) of the Internal
Revenue
Code that this AGREEMENT refers to a transaction that qualifies
as a tax
free event and is solely based on the reorganization and exchange
of the
voting stock of the acquiring
corporation.
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| 4.11 |
Compliance.
The Purchaser has, in all material respects, complied with all
laws,
regulations and orders applicable to their business and have all
material
permits and licenses required thereby. There is no term or provision
of
any material mortgage, indenture, contract, agreement or instrument
to
which the Purchaser is a party or by which it is bound, or, to
the best of
the Sellers’ knowledge, of any state or Federal judgment, decree, order,
statute, rule or regulation applicable to or binding upon the Purchaser
that materially adversely affects the business, prospects, condition,
affairs or operations of the Purchaser or any of its properties
or assets.
To the Sellers’ knowledge, no employee of the Purchaser is in violation of
any contract or covenant (either with the Purchaser or with another
entity) relating to employment, patent, other proprietary information
disclosure, non-competition, or
non-solicitation.
|
| 4.12 |
Books
and Records.
The books of account, ledgers, order books, records and documents
of the
Purchaser accurately and completely reflect all material information
relating to the business of the Purchaser, the location and collection
of
its assets, and the nature of all transactions giving rise to the
obligations or accounts receivable of the
Purchaser.
|
| 4.13 |
Brokers
or Finders.
The Purchaser has not agreed to incur, directly or indirectly,
any
liability for brokerage or finders’ fees, agents’ commissions or other
similar charges in connection with this Agreement or any of the
transactions contemplated hereby or
thereby.
|
| 4.14 |
Disclosures.
The Sellers and the Company have provided the Purchaser with all
information requested by the Purchaser in connection with their
decision
to purchase the Shares. Neither this Agreement, any Exhibit hereto,
nor
any report, certificate or instrument furnished to the Purchaser
or its
agents in connection with the transactions contemplated by this
Agreement,
when read together, contains or will contain any material misstatement
of
fact or omits to state a material fact necessary to make the statements
contained herein or therein not
misleading.
|
| 4.15 |
WESTERN
GAMING Shares.
The WESTERN GAMING Shares to be issued pursuant to this Agreement,
when
issued and delivered in accordance with the terms of this Agreement,
will
be duly authorized, validly issued, fully paid, and nonassessable
and free
of preemptive rights.
|
| 4.16 |
SEC
Information Furnished Concerning Buyer.
For the period from January 1, 2003 to the date hereof, Purchaser
has
filed with the Commission those filings and reports required pursuant
to
the Securities and Exchange Act of 1934 (the “SEC
Documents”).
The audited consolidated financial statements for the year ended
June 30,
2004, contained within the SEC Documents have been prepared in
accordance
with generally accepted accounting principles consistently applied
(except
as may be otherwise noted therein) and fairly present the consolidated
financial position of Buyer and its subsidiaries as of such date
and the
consolidated results of operations of Buyer and its subsidiaries
for the
year then ended. To the best of Buyer’s knowledge, as of their respective
dates, the SEC Documents, including, but not limited to, the financial
statements contained therein, did not contain any untrue statement
of a
material fact or omit to state a material fact necessary in order
to make
the statements made therein, in the light of the circumstances
under which
they were made, not misleading.
|
ARTICLE
V
CLOSING
DELIVERIES
5.1 Deliveries
by Purchaser.
Purchaser shall deliver the Purchase Price by delivery of the Shares as set
forth herein.
5.2 Deliveries
by Purchaser.
At the
Closing, in addition to any other documents or agreements required under
this
Agreement, Purchaser shall deliver to Seller the following:
| a. |
Certificates,
in genuine and unaltered form, representing all of the Shares owned
by the
Seller, free
and clear of all Liens,
duly endorsed in blank or accompanied by duly executed stock powers
endorsed in blank, for transfer to Purchaser.
|
| b. |
A
letter from the President confirming that the Articles of Incorporation
of
the Purchaser, as amended and restated are up-to-date and correct
and
attaching a Certificate of Good Standing from the Nevada Secretary
of
State;
|
| c. |
A
letter from the President confirming that the Purchaser is in good
standing and delivery of a Certificate of Good Standing from the
Nevada
Secretary of State, dated within 30 days prior to the closing;
|
| d. |
The
opinion of counsel for the Purchaser in form and substance acceptable
to
the Sellers and Sellers Counsel as to the status of the Purchaser
and the
absence of any liabilities of the
Purchaser.
|
| e. |
Corporate
Minute Book containing all minutes of meetings of the Purchaser's
Shareholders and Board of Directors as well as any actions taken
by the
Shareholders or Board of Directors without a
meeting.
|
| f. |
Tax
and accounting records of the Purchaser from
inception.
|
| g. |
The
original Articles of Incorporation and any amendments to the Articles
as
well as the Purchaser's bylaws.
|
| h. |
Letter
from the Independent Auditor of the Purchaser as to the absence
of any
debt due to the Independent Auditor from the Purchaser, and their
agreement to assist the surviving company with accounting matters
in the
future.
|
| i. |
Letter
from the Transfer Agent of the Purchaser, attaching a Certified
Shareholder List as of the date of Closing and indicating that
no debt is
due from the Purchaser as of the date of the
Closing.
|
|
j.
|
Such
other agreements, documents and instruments reasonably requested
by Seller
to effectuate the transactions contemplated in this
Agreement.
|
ARTICLE
VI
SURVIVAL
OF TERMS; INDEMNIFICATION
| 6.1 |
Survival;
Knowledge.
All of the terms and conditions of this Agreement, together with
the
representations, warranties and covenants contained herein or in
any
instrument or document delivered or to be delivered pursuant to
this
Agreement, shall survive the execution of this Agreement and the
Closing
notwithstanding any investigation heretofore or hereafter made
by or on
behalf of any party hereto; provided, however, that (i) the agreements
and
covenants set forth in this Agreement shall survive and continue
until all
obligations set forth therein shall have been performed and satisfied;
and
(ii) all representations and warranties shall survive and continue
until
eighteen (18) months from the Closing Date (the “Anniversary Date”),
except for representations and warranties for which a claim for
indemnification hereunder (an “Indemnification Claim”) shall be pending as
of the Anniversary Date, in which event such representations and
warranties shall survive with respect to such Indemnification Claim
until
the final disposition thereof.
|
| 6.2 |
Indemnification
by Seller.
The Seller shall indemnify, defend and hold harmless Purchaser
and each of
the representatives, agents, successors and assigns of the foregoing
(each
an “Purchaser Indemnified Party” and collectively, the “Purchaser
Indemnified Parties”), at all times after the date of this Agreement,
from
and against any liabilities, damages, losses, claims, liens, costs,
or
expenses (including reasonable attorney’s fees) of any nature (any or all
of the foregoing are hereinafter referred to as a “Loss”) insofar as a
Loss or any action in respect thereof, whether now existing or
accruing
prior to or subsequent to the Closing, which arises out of or is
based on
any material misrepresentation, material breach of any of the warranties,
representations or covenants made by Seller in this Agreement or
in any
certificate, schedule, document attached hereto or delivered pursuant
to
this Agreement.
|
| 6.3 |
Indemnification
by Equity.
Equity shall indemnify, defend and hold harmless the Company and
Seller
and each of the representatives, agents, successors and assigns
of such
Seller (each a “Seller Indemnified Party” and collectively, the “Seller
Indemnified Parties”), at all times after the date of this agreement,
from
and against any liabilities, damages, losses, claims, liens, costs,
or
expenses (including reasonable attorney’s fees) of any nature (any or all
of the foregoing are hereinafter referred to as a “Loss”) insofar as a
Loss or any action in respect thereof, whether now existing or
accruing
prior to or subsequent to the Closing, which arises out of or is
based on
any material misrepresentation, material breach of any of the warranties,
representations or covenants made by Purchaser in this Agreement
or in any
certificate, schedule, document attached hereto or delivered pursuant
to
this Agreement
|
| 6.4 |
Third
Party Claims.
Except as otherwise provided in this Agreement, the following procedures
shall be applicable with respect to indemnification for third party
claims
(“Claims”).
|
| 6.4.1 |
Promptly
after receipt by the party seeking indemnification hereunder (hereinafter
referred to as the “Indemnitee”) of notice of the commencement of any (a)
tax audit or proceeding for the assessment of Tax by any taxing
authority
or any other proceeding likely to result in the imposition of a
Tax
liability or obligation, or (b) any action or the assertion of
any Claim,
liability or obligation by a third party (whether by legal process
or
otherwise), against which Claim, liability or obligation the other
party
to this Agreement (hereinafter the “Indemnitor”) is, or may be, required
under this Agreement to indemnify such Indemnitee, the Indemnitee
will, if
a Claim thereon is to be, or may be, made against the Indemnitor,
notify
the Indemnitor in writing of the commencement or assertion thereof
and
give the Indemnitor a copy of such Claim, process and all legal
pleadings.
The Indemnitor shall have the right to participate in the defense
of such
with counsel of reputable standing. The Indemnitor shall have the
right to
assume the defense of such action unless such action (i) may result
in
injunctions or other equitable remedies in respect of the Indemnitee
or
its business; (ii) may result in liabilities which, taken with
other then
existing Claims under this Article VI, would not be fully indemnified
hereunder; or (iii) may have an adverse impact on the business
or
financial condition of the Indemnitee after the Closing Date (including
an
effect on the Tax liabilities, earnings or ongoing business relationships
of the Indemnitee). The Indemnitor and the Indemnitee shall cooperate
in
the defense of such Claims. In the case that the Indemnitor shall
assume
or participate in the defense of such audit, assessment or other
proceeding as provided herein, the Indemnitee shall make available
to the
Indemnitor all relevant records and take such other action and
sign such
documents as are necessary to defend such audit, assessment or
other
proceeding in a timely manner.
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| 6.4.2 |
Upon
judgment, determination, settlement or compromise of any third
party
Claim, the Indemnitor shall pay promptly on behalf of the Indemnitee,
and/or to the Indemnitee in reimbursement of any amount theretofore
required to be paid by it, the amount so determined by judgment,
determination, settlement or compromise, unless in the case of
a judgment
an appeal is made from the judgment, plus all other Claims of the
Indemnitee with respect thereto (including legal fees and expenses).
If
the Indemnitor desires to appeal from an adverse judgment, then
the
Indemnitor shall post and pay the cost of the security or bond
to stay
execution of the judgment pending appeal. Upon the payment in full
by the
Indemnitor of such amounts, the Indemnitor shall succeed to the
rights of
such Indemnitee, to the extent not waived in settlement, against
the third
party who made such third party
Claim.
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| 6.4.3 |
Prior
to paying or settling any Claim against which an Indemnitor is,
or may be,
obligated under this Agreement to indemnify an Indemnitee, the
Indemnitee
must first supply the Indemnitor with a copy of a final court judgment
or
decree holding the Indemnitee liable on such claim or failing such
judgment or decree, and must first receive the written approval
of the
terms and conditions of such settlement from the Indemnitor. An
Indemnitor
shall have the right to settle any Claim against it or as to which
it has
assumed the defense, subject to the prior written approval of the
Indemnitee, which approval shall not be unreasonably withheld provided
that such settlement involves only the payment of a fixed sum which
the
Indemnitor is obligated to pay and does not include any admission
of
liability or other such similar admissions by or related to Indemnitee
with respect to such Claim.
|
| 6.4.4 |
An
Indemnitee shall have the right to employ its own counsel in any
case, but
the fees and expenses of such counsel shall be at the expense of
the
Indemnitee unless: (i) the employment of such counsel shall have
been
authorized in writing by the Indemnitor in connection with the
defense of
such action or Claim; (ii) the Indemnitor shall not have employed,
or is
prohibited under this Section 6.4 from employing, counsel in the
defense
of such action or Claim; or (iii) such Indemnitee shall have reasonably
concluded that there may be defenses available to it which are
contrary
to, or inconsistent with, those available to the Indemnitor, in
any of
which events such fees and expenses of not more than one additional
counsel for the indemnified parties shall be borne by the
Indemnitor.
|
ARTICLE
VII
MISCELLANEOUS
| 7.1 |
No
Waiver; Cumulative Remedies.
No failure or delay on the part of any party to this Agreement
in
exercising any right, power or remedy hereunder shall operate as
a waiver
thereof; nor shall any single or partial exercise of any such right,
power
or remedy preclude any other or further exercise thereof or the
exercise
of any other right, power or remedy hereunder. The remedies herein
provided are cumulative and not exclusive of any remedies provided
by
law.
|
| 7.2 |
Amendments,
Waivers and Consents.
Any provision in the Agreement to the contrary notwithstanding,
and except
as hereinafter provided, changes in, termination or amendments
of or
additions to this Agreement may be made, and compliance with any
covenant
or provision set forth herein may be omitted or waived, if the
Sellers
shall obtain consent thereto in writing from the Purchaser. Any
waiver or
consent may be given subject to satisfaction of conditions stated
therein
and any waiver or consent shall be effective only in the specific
instance
and for the specific purpose for which
given.
|
| 7.3 |
Addresses
for Notices.
All notices, requests, demands and other communications provided
for
hereunder shall be in writing (including telegraphic communication)
and
mailed, telegraphed or delivered to each applicable party at the
address
set forth on Schedule 6.3 hereto or at such other address as to
which such
party may inform the other parties in writing in compliance with
the terms
of this Article. All such notices, requests, demands and other
communications shall be considered to be effective when
delivered.
|
| 7.4 |
Costs,
Expenses and Taxes.
All parties to bear their own expenses, though Purchaser shall
not be
liable for any expenses hereunder which shall be borne by
Equity.
|
| 7.5 |
Effectiveness;
Binding Effect; Assignment.
This Agreement shall be binding upon and inure to the benefit of
the
Sellers and each of them, the Purchaser and their respective successors
and assigns; provided,
that, the Sellers may not assign any of its rights or obligations
under
this Agreement without the prior written consent of the
Purchaser.
|
| 7.6 |
Prior
Agreements.
The Transaction Documents executed and delivered in connection
herewith
constitute the entire agreement between the parties and supersede
any
prior understandings or agreements concerning the subject matter
hereof.
|
| 7.7 |
Severability.
The provisions of the Transaction Documents are severable and,
in the
event that any court of competent jurisdiction shall determine
that any
one or more of the provisions or part of a provision contained
therein
shall, for any reason, be held to be invalid, illegal or unenforceable
in
any respect, such invalidity, illegality or unenforceability shall
not
affect any other provision or part of a provision of such Transaction
Document and the terms thereof shall be reformed and construed
as if such
invalid or illegal or unenforceable provision, or part of a provision,
had
never been contained herein, and such provisions or part reformed
so that
it would be valid, legal and enforceable to the maximum extent
possible.
|
| 7.8 |
Governing
Law; Venue.
|
| 7.8.1 |
This
Agreement shall be enforced, governed and construed in accordance
with the
laws the State of New York or federal securities law where applicable
without giving effect to choice of laws principles or conflict
of laws
provisions.
|
| 7.8.2 |
Sellers
and Purchaser hereby jointly waive one against the other, and agree
not to
assert against either of them, or any successor assignee thereof,
by way
of motion, as a defense, or otherwise, in any such suit, action
or
proceeding, (i) any claim that any Seller or the Purchaser is not
personally subject to the jurisdiction of the arbitrator, and (ii)
to the
extent permitted by applicable law, any claim that such suit, action
or
proceeding is brought in an inconvenient forum or that the venue
of any
such suit, action or proceeding is improper or that this Agreement
may not
be enforced in or by such courts
|
7.9 Headings.
Article, section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
7.10 Survival
of Representations and Warranties.
All
representations and warranties made in the Transaction Documents or any other
instrument or document delivered in connection therewith, shall survive the
execution and delivery hereof or thereof.
7.11 Counterparts.
This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterpart.
7.12 Further
Assurances.
From
and after the date of this Agreement, upon the request of the Purchaser or
the
Company, the Company and the Purchaser shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary
or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of the Transaction Documents and the Shares.
[Balance
of Page Intentionally left Blank]
[Signature
Page of Agreement Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement
to
be executed as of the date first above written.
Western
Gaming Corporation
BY:
Lucia
Piccciotte, Sole Director and Chief Executive Officer
Inrob
Ltd.
BY:
Ben
Xxxx
Xxxxxx, Sole Director and Chief Executive Officer
Equity
Capital Investments, Inc.
By:
________________________
__________________________
Xxx-Xxxx
Xxxxxx
Exhibit
A
Shareholders
of INROB, LTD.
Xxxxxx
Xxx-Xxxx 10,000
shares
Bravo
Holdings Inc. has conversion rights into shares of the Company as set forth
in
the Convertible Debenture dated as of August 1, 2004
Schedule
2.9
[There
is a claim by the landlord of the premises leased by the Company that the
Company has an outstanding debt that has not yet been settled, the Company
affirms that all payment were duly paid to the landlord. The Company shall
provide a written document reflecting such statement].
Schedule
2.12
The
Company currently operated without a business license as required by Israeli
law.
