SUPPLEMENTAL ACQUISITION AGREEMENT
Investment Technology, Inc.
A Nevada Corporation
ACQUISITION OF SHARES OF
I.G.T. Corporation S.A.
A Costa Rican Corporation
Dated: September 9, 2001/supplemented on May 16, 2002
This document supplements and clarifies the acquisition of
online gaming technology and share exchange entered into by the
above parties on September 9, 2001/supplemented on May 16, 2002.
The Supplemental Acquisition Agreement supercedes the
previous Share Exchange Agreement entered into by the parties on or
about September 6, 2001.
Table of Contents Page
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1 EXCHANGE OF SECURITIES ........................................ 1
1.1 Exchange of Shares ................................... 1
1.2 Acquisition Consideration ............................ 1
1.3 Payment of Acquisition Consideration ................. 2
1.4 Exemption from Registration .......................... 3
1.5 Registration Rights .................................. 4
1.6 Non-taxable Transaction .............................. 4
2. REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS ............. 3
2.1 Organization ......................................... 4
2.2 Capital Stock ........................................ 4
2.3 Options, Warrants, Rights, etc. ...................... 4
2.4 Subsidiaries ......................................... 4
2.5 Directors and Officers................................ 4
2.6 Financial Statements.................................. 4
2.7 Absence of Changes.................................... 4
2.8 Absence of Undisclosed Liabilities.................... 5
2.9 Tax Returns........................................... 5
2.10 Patents, Trade Names and Rights....................... 5
2.11 Compliance with Laws.................................. 5
2.12 Litigation............................................ 5
2.13 Authority............................................. 5
2.14 Ability to Carry Out Obligations...................... 5
2.15 Full Disclosure....................................... 6
2.16 Assets................................................ 6
2.17 Material Contracts.................................... 6
3. REPRESENTATIONS AND WARRANTIES OF INZS ...................... 6
3.1 Organization.......................................... 6
3.2 Capital Stock......................................... 6
3.3 Options, Warrants, Rights, etc. ...................... 6
3.4 Non-Reporting Publicly Traded Status ................. 6
3.5 Subsidiaries ......................................... 6
3.6 Directors and Officers ............................... 7
3.7 Patents, Trade Names and Rights....................... 7
3.8 Compliance with Laws.................................. 7
3.9 Litigation............................................ 7
3.10 Authority............................................. 7
3.11 Ability to Carry Out Obligations...................... 7
3.12 Full Disclosure....................................... 7
3.13 Assets................................................ 8
4. COVENANTS...................................................... 8
4.1 Investigative Rights.................................. 8
4.2 Conduct of Business................................... 8
Page (i)
Table of Contents (continued) Page
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5. CLOSING ...................................................... 8
5.1 Closing............................................... 8
5.2 Shareholders' Deliveries at Closing................... 8
5.3 INZS's Deliveries at Closing........................ 8
6 CONDITIONS TO OBLIGATIONS TO CLOSE............................. 9
6.1 Conditions to Obligations of IGT S.A. Shareholders to Close..
9
6.2 Conditions to Obligations of INZS .................. 9
7. INDEMNIFICATION................................................ 9
7.1 Indemnification by Shareholders....................... 9
7.2 Indemnification by INZS ............................ 10
7.3 Notice and Opportunity to Defend...................... 10
8. MISCELLANEOUS.................................................. 10
8.1 Costs................................................. 11
8.2 Additional Documentation.............................. 11
8.3 Captions and Headings................................. 11
8.4 No Oral Change........................................ 11
8.5 Non-Waiver............................................ 11
8.6 Time of Essence....................................... 11
8.7 Choice of Law......................................... 11
8.8 Counterparts and/or Facsimile Signature............... 11
8.9 Notices............................................... 11
8.10 Binding Effect........................................ 12
8.11 Mutual Cooperation.................................... 12
8.12 Brokers............................................... 12
8.13 Survival of Representations and Warranties............ 12
Signature Pages ...................................... 13
EXHIBIT A Description of Major Assets Acquired
EXHIBIT 1.3.1 Shares issued and delivered to IGT S.A. Shareholders at
Closing
EXHIBIT 1.4 Subscription Agreement
EXHIBIT 1.5 Registration Rights Agreement
EXHIBIT 2.4 Subsidiaries of IGT S.A.
EXHIBIT 2.5 Present Officers and Directors of IGT S.A.
EXHIBIT 2.6 Audited Financial Statements of IGT S.A.
EXHIBIT 2.8 Liabilities of IGT S.A.
EXHIBIT 2.12 IGT S.A. Legal Proceedings and Litigation
EXHIBIT 2.16 Exceptions to Good Title to Assets of IGT S.A.
EXHIBIT 2.17 Material Contracts of IGT S.A.
EXHIBIT 3.5 Subsidiaries of INZS
EXHIBIT 3.6 Present Officers and Directors of INZS
EXHIBIT 3.9 Pending Litigation of INZS
EXHIBIT 3.13 Exceptions to Good Title to Assets of INZS
EXHIBIT 5.2.3 Post Closing Officers and Directors of IGT S.A.
EXHIBIT 8.12 Brokers
Page (ii)
AGREEMENT
This Supplemental Acquisition Agreement (the "Agreement" or "Acquisition
Agreement") made as of September 9, 2001/supplemented on May 16, 2002, is
by and among Investment Technologies, Inc., a Nevada Corporation
("INZS") and the undersigned shareholders (the "Shareholders") who are
the owners of 100% of the stock of I.G.T Corporation S.A., a corporation
organized and existing under the laws of the Country of Costa Rica ("IGT
S.A.").
A. Whereas, IGT S.A. is a software development company that provides
innovative solutions in the online gaming industry;
B. Whereas, Shareholders hold all of the issued and outstanding
stock of IGT S.A.; and
C. Whereas, INZS, a reporting public company, desires to exchange shares
18,000,000 of its Common Stock, $0.001 par value (the "Common Stock") for
all of the issued and outstanding stock of IGT S.A. held by the
Shareholders, thereby making IGT S.A. a wholly owned subsidiary of INZS
for the purpose of acquiring technology (description of Major Assets
Acquired by INZS in the transaction in Exhibit A); and
D. Whereas, Shareholders desire to exchange all of the issued and
outstanding stock of IGT S.A. for Eighteen Million (18,000,000)
unregistered and restricted shares of the Common stock of INZS.
E. Whereas, the Board of Directors of INZS has authorized its proper
corporate officers to effect the transactions contemplated herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree to the
following terms and conditions:
1. EXCHANGE OF SECURITIES.
1.1 Exchange of Shares Subject to all the terms and conditions
set forth in this Agreement, in exchange for the acquisition
consideration (the "Acquisition Consideration"), as set forth in
paragraph 1.2 hereof, paid by INZS to the Shareholders of IGT S.A., INZS
shall acquire all of the issued and outstanding stock of IGT S.A. (the
"IGT S.A. Shares") owned by the Shareholders of IGT S.A..
1.2 Acquisition Consideration. The total Acquisition
Consideration to be paid by INZS to the IGT S.A. Shareholders shall be
Eighteen Million (18,000,000) shares of the previously authorized but
unissued unregistered and restricted shares of the Common Stock, $0.001
par value per shares of INZS (the "INZS Shares"). Said INZS Shares
shall be subject to certain "piggyback registration rights" as set forth
in paragraph 1.5 and that certain Registration Rights Agreement, a copy
of which is attached hereto as
Exhibit 1.5
1.3 Payment of Acquisition Consideration. The Acquisition
Consideration shall be paid and delivered as follows:
1.3.1 Upon the Closing as set forth in paragraph 5.1, Eighteen Million
(18,000,000) unregistered and restricted shares of the Common stock of
INZS shall be issued and delivered to the IGT S.A. Shareholders to be
provided to INZS prior to closing, as set forth in Exhibit 1.3.1.
1.4 Exemption from Registration The parties hereto intend that the
INZS Shares to be exchanged shall be exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Act and
the rules and regulations promulgated thereunder and exempt from
the registration requirements of the applicable states. In furtherance
thereof, Shareholders will execute and deliver to INZS on the closing
date, a Subscription Agreement suitable to legal counsel for INZS, in
form Substantially as set forth in Exhibit 1.4 attached hereto.
1.5 Registration Rights for Shares. The INZS Shares issuable to
the IGT S.A. Shareholders shall be subject to certain "piggyback
registration rights" as set forth in that certain Registration Rights
Agreement, a copy of which is attached hereto as Exhibit 1.5.
1.6 Non-taxable Transaction. The parties intend to
effect this transaction as a non-taxable reorganization
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.
2. REPRESENTATIONS AND WARRANTIES OF IGT S.A. AND THE SHAREHOLDERS.
The Officers and Directors of IGT S.A. and certain Shareholders (the
"Warranting Shareholders") hereby represent and warrant to INZS that:
2.1 Organization. IGT S.A. is a corporation duly organized,
validly existing and in good standing under the laws of the Country of
Costa Rica, and has all necessary corporate powers to own its
properties and to carry on its business as now owned and operated by
it, and is duly qualified to do business and is in good standing in
each of the states where its business requires qualification.
2.2 Stock. On or before the Closing, all of the issued and
outstanding shares of stock of IGT S.A. are duly and validly issued,
fully paid and nonassessable. There are no other authorized class of
capital stock.
2.3 Options, Warrants, Rights, etc. There are no
outstanding subscriptions, options, rights, warrants, debentures,
instruments, convertible securities or other agreements or
commitments obligating IGT S.A. to issue or to transfer from treasury
any additional shares of its capital stock of any class.
2.4 Subsidiaries. IGT S.A. has no subsidiaries and owns no
interest in other enterprises except as set forth on Exhibit 2.4 attached
hereto.
2.5 Directors and Officers Exhibit 2.5 hereto contains the
names and titles of all present officers and directors IGT S.A. as of
the date of this Agreement.
2.6 Financial Statements The financial statements as of July 31, 2001,
which have been delivered to INZS ("Company Financial Statements") are
complete, accurate and fairly present the financial condition of IGT S.A.
as of the date and the results of its operation for the periods covered.
To the best knowledge of IGT S.A., there are no liabilities, either fixed
or contingent, not reflected in the financial statements other than
contracts or obligations in the ordinary and usual course of business,
constituting liens or other liabilities which, if disclosed, would alter
substantially the financial condition of IGT S.A. as reflected in the
financial statements. These Financial Statements have been prepared in
accordance with generally accepted accounting principles consistently
applied.
2.7 Absence of Changes. The financial statements which
will be provided pursuant to paragraph 2.6, will reflect that since
the date of said financial statements, there has not been any change in
the financial condition or operations of IGT S.A., except for changes in
the ordinary course of business, which changes have not, in the
aggregate, been materially adverse.
2.8 Absence of Undisclosed Liabilities Except as set forth on
Exhibit attached hereto, IGT S.A. does not have any material debt,
liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that will
not be reflected in the balance sheet of IGT S.A. included in the
financial statements to be provided pursuant to paragraph 2.6.
2.9 Tax Returns. Within the times and in the manner prescribed
by law, IGT S.A. has filed all tax returns required by law and has paid
all taxes, assessments and penalties due and payable. The
provisions for taxes, if any reflected in the Exhibits are adequate for
the periods indicated. There are no present disputes as to taxes of any
nature payable by IGT S.A..
2.10 Patents, Trade Names and Rights To the best of its knowledge
IGT S.A. and its subsidiaries (if any) own and hold all necessary
patents, franchise rights, trademarks, service marks, trade names,
inventions, processes, know-how trade secrets, copyrights, licenses and
other rights necessary to its business, and the business of its
subsidiaries as now conducted or proposed to be conducted. IGT S.A.
and its subsidiaries are not infringing upon or otherwise acting
adversely to the right or claimed right of any person with respect to any
of the foregoing. Compliance with Laws IGT S.A. and each of its
subsidiaries Have complied with, and is not in violation of, applicable
federal, state or local statutes, laws and regulations (including,
without limitation, any applicable building, zoning or other law,
ordinance or regulation)affecting its properties or the operation of
its business.
2.12 Litigation. Except as set forth in Exhibit 2.12 attached
hereto, neither IGT S.A. or any of its subsidiaries is a defendant to any
suit, action, arbitration or legal, administrative or other
proceeding, or governmental investigation which is pending or, to
the best knowledge of the Shareholders, threatened against or
affecting IGT S.A. or its subsidiaries or their business, assets or
financial condition. IGT S.A. and its subsidiaries are not in default
with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or
instrumentality applicable to it. IGT S.A. and its subsidiaries are not
engaged in any material lawsuits to recover moneys due it.
2.13 Authority. The Board of Directors of IGT S.A. has
authorized the execution of this Agreement and the consummation of
the transactions contemplated herein, and IGT S.A. has full power and
authority to execute, deliver and perform this Agreement, and this
Agreement is a legal, valid and binding obligation of the Shareholders
and is enforceable in accordance with its terms and conditions.
2.14 Ability to Carry Out Obligations. The execution and
delivery of this Agreement by the Shareholders and the performance by
the Shareholders of their obligations hereunder in the time and manner
contemplated will not cause, constitute or conflict with or result in (a)
any breach or violation of any of the provisions of or constitute a
default under any license, indenture, mortgage, instrument, article of
incorporation, bylaw, or other agreement or instrument to which IGT
S.A. is a party, or by which it may be bound, nor will any consents
or authorizations of any party to the Shareholders' performance of
their obligations hereunder be required; (b) an event that would permit
any party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of
IGT S.A.; or an event that would result in the creation or imposition of
any lien, charge or encumbrance on any asset of IGT S.A..
2.15 Full Disclosure. None of the representations and
warranties made by IGT S.A., its officers, directors of the
Shareholder herein or in any exhibit, certificate or memorandum
furnished or to be furnished by the Shareholders, or on their behalf,
contain or will contain any untrue statement of material fact or
omit any material fact the omission of which would be misleading.
2.16 Assets. Except as otherwise indicated in Exhibit 2.16
attached hereto, IGT S.A. and each of its subsidiaries (if any) has good
and marketable title to all of its property, free and clear of all
liens, claims and encumbrances.
2.17 Material Contracts. Material contracts of IGT S.A. are
set forth in Exhibit 2.17, attached hereto an incorporated herein.
3. REPRESENTATIONS AND WARRANTIES OF INZS.
INZS represents and warrants to IGT S.A. and the Shareholders that:
3.1 Organization. INZS is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada, has all necessary corporate powers to own its properties and
to carry on its business as now owned and operated by it, and is duly
qualified to do business and is in good standing in each of the states
where its business requires qualification.
3.2 Capital Stock. The authorized capital stock of consists of
41,088,352/100,000,000 shares of common stock, $0.001 par value per
share (the "Common Stock") of which as of October 9, 2001, there were
23,088,352 shares are presently issued and outstanding. Immediately
prior to Closing there shall not be more the 41,088,352 shares of Common
Stock issued and outstanding. All of the issued and outstanding shares
are duly and validly issued, fully paid and nonassessable. There are no
other authorized class of capital stock.
3.3 [Omitted] Options, Warrants, Rights, etc. [Omitted]
There are outstanding rights granted to various shareholders of
INZS's subsidiary's under which additional shares may be issued
based on the performance of these subsidiaries. The exact number
of shares which may be issued cannot be calculated with any
certainty. There are no other outstanding subscriptions,
options, rights, debentures, instruments, convertible securities or
other agreements or commitments obligation INZS to issue or to transfer
from treasury any additional shares of its Common Stock, or any
other class of securities.
3.4 Reporting Publicly Traded Status. The Common Stock of INZS
is currently listed on the OTC Bulletin Board under the symbol "INZS".
INZS is a reporting public company, subject to the filing and
reporting requirements of the Securities Exchange Act of 1934 and
files period or annual reports with the Securities and Exchange
Commission. INZS is in the process of becoming current in its reporting
requirements.
3.5 Subsidiaries. Except as set forth in Exhibit 3.5 attached
hereto INZS does not have any other subsidiaries or own any interest
in any other enterprise.
3.6 Directors and Officers. The names and titles of all
present officers and directors of INZS are as set forth on Exhibit 3.6
attached hereto.
3.7 Patents, Trade Names and Rights. To the best of its
knowledge INZS and its subsidiaries own and hold all necessary patents,
franchise rights, trademarks, service marks, trade names, inventions,
processes, know-how, trade secrets, copyrights, licenses and other rights
necessary to its business as now conducted or proposed to be conducted.
INZS is not infringing upon or otherwise acting adversely to the right or
claimed right of any person with respect to any of the foregoing.
3.8 Compliance with Laws. INZS has complied with, and is
not in violation of, applicable federal, state or local statutes,
laws and regulations (including, without limitation, any applicable
building, zoning or other law, ordinance or regulation and all federal
and state securities laws (including, without limitation, the
Securities Act of 1933 and the Securities Exchange Act of 1934) and all
material respects NASDAQ rules) affecting its properties or the
operation of its business. To the best of its knowledge, all stock of
INZS issued to date has been issued in compliance with all Federal and
State securities laws.
3.9 Litigation. Except as set forth in Exhibit 3.9 attached
hereto, INZS is not a party to any suit, action, arbitration or
legal, administrative or other proceeding, or governmental investigation
which is pending or, to the best knowledge of INZS threatened against or
affecting INZS or its business, assets or financial condition except
for suits as described in its 1934 Act filings. INZS is not in default
with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or instrumentality
applicable to it.
3.10 Authority: The Board of Directors of INZS has
authorized the execution of this Agreement and the consummation of
the transactions contemplated herein, and INZS has full power and
authority to execute, deliver and perform this Agreement, and this
Agreement is a legal, valid and binding obligation of INZS enforceable
in accordance with its terms.
3.11 Ability to Carry Out Obligations The execution and
delivery of this Agreement by INZS and the performance by the
INZS of the obligations hereunder in the time and manner contemplated
will not cause, constitute or conflict with or result in (a) any breach
or violation of any of the provisions of or constitute a default under
any license, indenture, mortgage, instrument, article of incorporation,
bylaw, or other agreement or instrument to which INZS is a party, or by
which it may be bound, nor will any consents or authorizations of any
party to INZS's performance of its obligation hereunder; (b) an event
that would permit any party to any agreement or instrument to terminate
it or to accelerate the maturity of any indebtedness or other
obligation of INZS; or (c) an event that would result in the creation or
imposition of any lien, charge or encumbrance on any asset of INZS.
3.12 Full Disclosure. None of the representations and
warranties made by INZS herein or in any exhibit, certificate or
memorandum furnished or to be furnished by INZS or on its behalf,
contains or will contain any untrue statement of material fact or omit
any material fact the omission of which would be misleading.
3.13 Assets. INZS has good and marketable title to all
of its property, free and clear of all liens, claims and encumbrances,
except as otherwise indicated on Exhibit 3.13 attached hereto.
4. COVENANTS RELATING TO THE PERIOD PRIOR TO CLOSING.
4.1 Investigative Rights. From the date of this Agreement
until the Closing Date, each party shall provide to the other party,
and such other party's counsel, accountants, auditors and
other authorized representatives, full access during normal
business hours and upon reasonable advance written notice to all of
each party's properties, books, contracts, commitments and records for
the purpose of examining the same. Each party shall furnish the other
party with all information concerning each party's affairs as the other
party may reasonably request.
4.2 Conduct of Business. Prior to Closing, the Shareholders
represent that IGT S.A. shall conduct its business in the normal
course. IGT S.A. shall not amend its Articles of Incorporation or
Bylaws (except as may be described in this Agreement), declare
dividends, redeem securities, incur additional or newly-funded
liabilities outside the ordinary course of business, acquire or
dispose of fixed assets, change employment terms, enter into any material
or long-term contract, guarantee obligations of any third party, settle
or discharge any balance sheet receivable for less than its stated
amount, pay more on any liability than its stated amount, or enter into
any other transaction without the prior approval of INZS, not to
be unreasonably withheld.
5. CLOSING.
5.1 Closing. The closing of this transaction shall be held
at the offices of XXXXXXXXX, XXXXXXX & XXXX, INC., Attorney at Law,
Atlanta, GA on May 16, 2002.
5.2 Shareholders' Deliveries at Closing. At the Closing, the
Shareholders shall deliver the following items:
5.2.1 Certificates representing all of the shares of
capital stock IGT S.A. held by the Shareholders, along with a stock
power or stock powers with signatures guaranteed, duly executed by the
Shareholders in blank or to Investment Technology, Inc.;
5.2.2 The completed and executed appropriate Investor
Letter.
5.3 INZS's Deliveries at Closing. At the Closing, INZS
shall deliver the following items:
5.3.1 Pursuant to paragraph 1.3.1, to the IGT S.A.
Shareholders, either (a) certificates representing the INZS Shares,
duly issued with restrictive legend, to the Shareholders as listed
on Exhibit 1.3.1 attached hereto, or (b) a copy of a letter from INZS
to its transfer agent, Global Stock Transfer Co., Inc., instructing
such transfer agent to issue the certificates representing the INZS
Shares to the Shareholders as listed on Exhibit 1.3.1;
6. CONDITIONS TO OBLIGATIONS TO CLOSE AND MATERIAL TERMS OF AGREEMENT
6.1 Conditions to Obligations of IGT S.A. and Shareholders to
Close The obligations of the Shareholders to consummate the transactions
contemplated by this Agreement shall be subject to the satisfaction of
the conditions that the representations and warranties of INZS shall
be true in all material respects on and as of the Closing Date with
the same force and effect as though made on and as of the Closing date,
that INZS shall have performed and complied in all material respects
with all covenants and agreements required by this Agreement to be
performed or complied with by it on or prior to the Closing Date.
6.2 Conditions to Obligations of INZS. The obligations of INZS
to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction of the conditions that the
representations and warranties of IGT S.A. and the Shareholders shall
be true in all material respects on and as of the Closing Date with
the same force and effect as though made on and as of the Closing Date,
that the Shareholders shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement
and between INZS, its shareholders and IGT S.A. and related parties, be
performed or complied with by it on or prior to the Closing Date.
7. INDEMNIFICATION.
7.1 Indemnification by Shareholders. The Warranting
Shareholders agree to indemnify, defend and hold the INZS shareholders,
INZS, its officers and directors, harmless against and in respect of
any and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest,
penalties and reasonable attorney fees that it shall incur or suffer,
which arise out of, result or relate to any breach of, or failure by
IGT S.A. perform any of its material representations, warranties,
covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by
Shareholders under this Agreement; provided however, that notice of any
such breach shall have been communicated with specificity within one
(1) year of the date hereof.
7.2 Indemnification by INZS. INZS agrees to indemnify, defend
and hold the Shareholders harmless against and in respect of any
and all claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest,
penalties and reasonable attorney fees, that it shall incur or suffer,
which arise out of, result or relate to any breach of, or failure by
INZS to perform any of its material representations, warranties,
covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by
INZS under this Agreement.
7.3 Notice and Opportunity to Defend. If there occurs an
event which any Party asserts is an indemnifiable event, the
Party seeking indemnification shall notify the Party obligated to
provide indemnification (the "Indemnifying Party") promptly. If such
event involves (i) any claim or (ii) the commencement of any action or
proceeding by a third person, the Party seeking indemnification will
give such Indemnifying Party written notice of such claim or the
commencement of such action or proceeding. Such notice shall be a
condition precedent to any liability of the Indemnifying Party
hereunder. Such Indemnifying Party shall have a period of thirty (30)
days within which to respond thereto. If such Indemnifying Party does
not respond within such thirty (30) days period, such Indemnifying Party
shall be obligated to compromise or defend, at its own expense and by
counsel chosen by the Indemnifying Party shall provide reasonably
satisfactory to the Party seeking indemnity, such matter and the
Indemnifying Party shall provide the Party seeking indemnification with
such assurances as may be reasonably required by the latter to assure
that the Indemnifying Party will assume, and be responsible for, the
entire liability issue. If such Indemnifying Party does not respond
within such thirty (30) day period and rejects responsibility for such
matter in whole or in part, the Party seeking indemnification shall
be free to pursue, without prejudice to any of its rights hereunder,
such remedies as may be available to such Party under applicable law.
The Party seeking indemnification agrees to cooperate fully with the
Indemnifying Party and its counsel in the defense against any such
asserted liability. In any event, the Party seeking
indemnification shall have the right to participate at its own expense
in the defense of such asserted liability. Any compromise of such
asserted liability by the Indemnifying Party shall require the prior
written consent of the Party seeking indemnification. If, however,
the Party seeking indemnification refuses its consent to a bona fide
offer of settlement which the Indemnifying Party wishes to
accept, the Party seeking indemnification may continue to
pursue such matter, free of any participation by the Indemnifying
Party, at the sole expense of the Party seeking indemnification. In such
event, the obligation of the Indemnifying Party to the Party seeking
indemnification shall be equal to the lesser of
(i) the amount of the offer of settlement which the Party
seeking indemnification refused to accept plus the costs and expenses of
such Party prior to the date the Indemnifying Party notifies the
Party seeking indemnification of the offer of settlement and
(ii) the actual out-of-pocket amount the Party seeking
indemnification is obligated to pay as a result of such Party's
continuing to pursue such an offer. An Indemnifying Party shall be
entitled to recover from the Party seeking indemnification any
additional expenses incurred by such Indemnifying Party as a result of
the decision of the Party seeking indemnification to pursue such matter.
8. MISCELLANEOUS.
8.1 Costs. Each party shall bear its own costs associated
with this Agreement, the closing of this Agreement, and all ancillary
or related measures, including without limitation, costs of
attorneys fees, accountants fees, filing fees, or other costs or
expenses, without right or recourse from the other.
8.2 Additional Documentation. The parties acknowledge that
further agreements and documents, in addition to the Exhibits appended
hereto, may be required in order to effect the transactions
contemplated hereunder. Each party agrees to provide and execute such
other and further agreements or documentation as, in the opinions of
respective counsel, are reasonably necessary to effect the transactions
contemplated hereunder and to maintain regulatory and legal compliance.
8.3 Captions and Headings. The article and paragraph
headings throughout this Agreement are for convenience and reference
only and shall not define, limit or add to the meaning of any provision
of this Agreement.
8.4 No Oral Change This Agreement and any provision hereof may
not be waived, changed, modified or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of
any such waiver, change, modification or discharge is sought.
8.5 Non-Waiver The failure of any party to insist in any one
or more cases upon the performance of any of the provisions,
covenants or conditions of this Agreement or to exercise any option
herein contained shall not be construed as a waiver or relinquishment
for the future of any such provisions, covenants or conditions. No
waiver by any party of one breach by another party shall be construed as
a waiver with respect to any subsequent breach.
8.6 Time of Essence Time is of the essence of this Agreement
and of each and every provision.
8.7 Choice of Law This Agreement and its application shall be
governed by the laws of the State of Nevada.
8.8 Counterparts and/or Facsimile Signature This Agreement
may be executed in any number of counterparts, including counterparts
transmitted by telecopier or FAX, any one of which shall constitute an
original of this Agreement. When counterparts of facsimile copies have
been executed by all parties, they shall have the same effect as if
the signatures to each counterpart or copy were upon the same
document and copies of such documents shall be deemed valid as
originals. The parties agree that all such signatures may be transferred
to a single document upon the request of any party.
8.9 Notices All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given,
by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:
If to INZS, addressed to it at:
Xx. Xxxxxx X. Xxxxxx
President and CEO
Investment Technology, Inc.
0000 Xxxxxx Xxxxx Xxxx
Xxx Xxxxx, XX 00000
With Copies to:
Xxxxxx Xxxx, Esq.
Xxxxxxxxx, Xxxxxxx & Xxxx, Inc.
000 Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxx, XX 00000
000-000-0000 phone
000-000-0000 fax
xxxxxx@xxxxxxxxxx.xxx
If to IGT S.A., addressed to: and the Shareholders, to them at:
Mr. Xxxxx Xxxxxxxxx Xxxxxxxxx
President and Director
I.G.T. Corp S.A.
Apartado 0000
Xx Xxxxx, Xxx Xxxx, Xxxxx Xxxx
8.10 Binding Effect This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives, successors
and assigns of each of the parties to this Agreement.
8.11 Mutual Cooperation The parties hereto shall cooperate
with each other to achieve the purpose of this Agreement and shall
execute such other and further documents and take such other and
further actions as may be necessary or convenient to effect the
transaction described herein.
8.12 Brokers The parties hereto represent that no other
broker has brought about this Agreement, and no other finder's fee has
been paid or is payable by either party, except for the broker whose
name is set forth on Exhibit 8.12, and whose fee shall be paid by the
Shareholders. Each party hereto shall indemnify and hold the other
harmless against any and all claims, losses, liabilities or expenses
which may be asserted against it as a result of its dealings,
arrangements or agreements with any other broker.
8.13 Survival of Representations/Warranties The representations,
warranties, covenants and agreements of the parties set forth in
this Agreement or in any instrument, certificate, opinion or other
writing provided for herein shall survive the Closing.
AGREED AND ACCEPTED as of the date first above written.
INVESTMENT TECHNOLOGY, INC.
A Nevada Corporation
Dated: September 9, 2001
By: Xxxxxx X. Xxxxxx
Its: President/CEO/Director
I.G.T. Corporation S.A.
A Costa Rican Corporation
Dated: September 9, 2001
By: Xxxxx Xxxxxx
Its: Vice President/Treasurer/Director
As Supplemented on May 16, 2002.
SHAREHOLDERS OF INTERNATIONAL GAMING TECHNOLOGY, INC.
Dated: ____________________
______________________________________
Shareholder Name and Signature
Exhibit A
DESCRIPTION OF MAJOR ASSETS ACQUIRED
ELDUCE ONLINE CASINO
The URL for xxx.Xxxxxxxxxxxx.xxx
Trademarks for the name Casino Elduce
Servers to house the data processing for Casino Elduce
The developed website for xxx.Xxxxxxxxxxxx.xxx
Business relationships
I Safe Net, Ltd., a website revenue processing firm
PayPal, a credit card processing firm for online payments
All other licenses, copyrights, patents, patent pending, inventory and
other real and personal assets involving the ElDuce Casino
Certificate of Ownership of Assets
ELDUCE ONLINE CASINO
The URL for xxx.Xxxxxxxxxxxx.xxx
Trademarks for the name Casino Elduce
Servers to house the data processing for Casino Elduce
The developed website for xxx.Xxxxxxxxxxxx.xxx
Business relationships
I Safe Net, Ltd., a website revenue processing firm.
PayPal, a credit card processing firm for online payments.
All other licenses, copyrights, patents, patent pending, inventory and
other real and personal assets involving the ElDuce Casino.
The shareholders and management hereby certify that the above described
assets are owned by I.G.T. and are free of any liens and claims.
I.G.T. Corporation S.A.
A Costa Rican Corporation
Dated: September 29, 2001/supplemented on May 16, 2002
By: Xxxxx Xxxxxx
Its: Vice-President President/Treasurer/Director
EXHIBIT 1.3.1
SHARES TO BE ISSUED TO IGT S.A. SHAREHOLDERS AT CLOSING
18,000,000 restricted shares of Investment Technologies, Inc.
EXHIBIT 1.4
SUBSCRIPTION AGREEMENT
INVESTMENT TECHNOLOGY, INC.
This Subscription Agreement, is made as of the date set forth on
the signature page hereof, between Investment Technology, Inc., a Nevada
corporation, with offices at 0000 Xxxxxx Xxxx, Xxx Xxxxx, XX 00000 (the
"Company") and the undersigned (the "Subscriber").
Whereas, the Company has entered into an Acquisition Agreement and
Plan of Reorganization (the "Acquisition Agreement") dated September 9,
2001/supplemented on May 16, 2002, with the shareholders of I.G.T.
Corporation S.A., a Costa Rican corporation ("IGT S.A.") under which the
Company will acquire, in a stock-for-stock exchange, all of the issued
and outstanding shares of IGT S.A., in exchange for 18,000,000
restricted shares of the Company's Common Stock, $0.001 par value per
share.
Whereas, pursuant to the terms of the above reference Acquisition
Agreement and that certain Confidential Term Sheet dated September 9,
2001/supplemented on May 16, 2002, (the "Term Sheet"), the Company
desires to issue 18,000,000 restricted shares of the Company's Common
Stock, $0.001 par value per share (the "Shares"), pursuant to an
exemption from the registration provisions of the Securities Act of
1933 (the "Act") provided Section 4(2) and/or by Rule 506 of
Regulation D, and the Subscriber desires to acquire the number of
Shares set forth on the signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
I. SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND
COVENANTS OF SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and to acquire from the Company
such number of Shares as is set forth upon the signature page hereof
pursuant to the terms of the Acquisition Agreement, and the Company
agrees to issue and deliver such Shares to the Subscriber, in
exchange for all of the Subscribers shares of common stock of IGT S.A.
The Shares will be delivered ] By the Company within 10 days
following the consummation of acquisition And the deliver of
Subscriber's shares of IGT S.A. pursuant to the terms of the Acquisition
Agreement.
1.2 The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that (i) an investment in the
Company is highly speculative and only investors who can afford the
loss of their entire investment should consider investing in the Company
and the Shares; (ii) he may not be able to liquidate his investment;
(iii) transferability of the securities comprising the Shares is
extremely limited; and (iv) an investor could suffer the loss of his
entire investment, as well as other risk factors as more fully set
forth herein and in the Term Sheet.
1.3 The Subscriber has either (i) a pre-existing personal or
business relationship with the Company or one or more of its officers,
directors, or control persons or (ii) by reason of Purchaser
business or financial experience or by reason of the business or
financial of Purchaser's financial advisor who is unaffiliated with
and who is not compensated, directly or indirectly, by the Company or
any affiliate or selling agent of the Company, Purchaser is capable of
evaluating the risks and merits of this investment and of protecting
Purchaser's own interests in connection with this investment.
1.4 The Subscriber represents and warrants that he is able to
bear the economic risk of an investment in the Shares. The
Subscriber further represents and warrants that the information
furnished in the Investor Questionnaire is accurate and complete in all
material respects.
1.5 The Subscriber acknowledges that he has prior
investment experience; including investment in non-listed and
non-registered securities and that he recognizes the highly
speculative nature of this investment.
1.6 The Subscriber acknowledges receipt and careful review of the Term
Sheet and all exhibits thereto and other documents furnished in
connection with this transaction (collectively, the "Offering
Documents") and hereby represents that he has been furnished by the
Company during the course of this transaction with all information
regarding the Company which he has requested or desires to know and that
he has been afforded the opportunity to ask questions of and receive
answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the offering.
1.7 The Subscriber acknowledges that this offering of
Shares may involve tax consequences and that the contents of the
Offering Documents do not contain tax advice or information. The
Subscriber acknowledges that he must retain his own professional
advisors to evaluate the tax and other consequences of an investment in
the Shares.
1.8 The Subscriber acknowledges that this offering of Shares
has not been reviewed by the United States Securities and Exchange
Commission ("SEC") because of the Company's representations that this
is intended to be a nonpublic offering pursuant to an exemption from
the registration provisions of the Securities Act of 1933 (the "Act")
provided by Section 4(2) and/or Rule 506 of Regulation D. The Subscriber
represents that the Shares are being purchased for his own account, for
investment and not for distribution or resale to others. The Subscriber
agrees that he will not sell or otherwise transfer the Shares unless
they are registered under the Act or unless an exemption from such
registration is available.
1.9 The Subscriber understands that Rule 144 (the "Rule")
promulgated under the Act requires, among other conditions, a one-year
holding period prior to the resale (in limited amounts) of
securities acquired in a non-public offering without having to satisfy
the registration requirements under the Act. The Subscriber
understands that the Company makes no representation or warranty
regarding its fulfillment in the future of any reporting requirements
under the Securities Exchange Act of 1934, as amended, or its
dissemination to the public of any current financial or other
information concerning the Company, as is required by the Rule as one of
the conditions of its availability. The Subscriber understands and
hereby acknowledges that the Company is under no obligation to register
the Shares under the Act, with the exception of certain registration
rights set forth in Article IV herein. The Subscriber consents that the
Company may, if it desires, permit the transfer of the Common Stock out
of his name only when his request for transfer is accompanied by an
opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of
the Act or any applicable state "blue sky" laws (collectively "Securities
Laws").
1.10 The Subscriber consents to the placement of a legend
on any certificate or other document evidencing the Shares stating that
they have not been registered under the Act and setting forth or
referring to the restrictions on transferability and sale thereof.
1.11 The Subscriber acknowledges that if he is a Registered
Representative of an NASD member firm, he must give such firm the
notice required by the NASD's Rules of Fair Practice, receipt of
which must be acknowledged by such firm on the signature page hereof.
1.12 If the undersigned Subscriber is a partnership, corporation,
trust or other entity, such partnership, corporation, trust or other
entity further represents and warrants that: (i) it was not formed for
the purpose of investing in the Company; (ii) it is authorized and
otherwise duly qualified to purchase and hold the Shares; and (iii) that
this Subscription Agreement has been duly and validly authorized,
executed and delivered constitutes the legal, binding and
enforceable obligation of the undersigned.
II. REPRESENTATIONS BY THE COMPANY
2.1 The Company represents and warrants to the Subscriber
that prior to the consummation of this offering and at the Closing Date:
(a) The Company is a corporation duly organized, existing
and in good standing under the laws of the State of Nevada and has
the corporate power to conduct the business which it conducts and
proposes to conduct and is qualified to do business in Nevada, Utah and
any other jurisdiction in which the Company conducts business.
(b) The execution, delivery and performance of this
Subscription Agreement by the Company will have been duly approved by
the Board of Directors of the Company and all other actions required to
authorize and effect the offer and sale of the Shares will have been
duly taken and approved.
(c) The Shares have been duly and validly authorized
and when issued and paid for in accordance with the terms hereof, will
be duly and validly issued and fully paid and non assessable.
(d) The Company has obtained, or is in the process of
obtaining, all licenses, permits and other governmental authorizations
necessary to the conduct of its business; such licenses, permits
and other governmental authorizations obtained are in full force and
effect; and the Company is in all material respects complying therewith.
(e) The Company knows of no pending or threatened
legal or governmental proceedings to which the Company is a party which
could materially adversely affect the business, property,
financial condition or operations of the Company.
(f) The Company is not in violation of or default under,
nor will the execution and delivery of this Subscription
Agreement, the issuance of the Shares, and the incurrence of the
obligations herein and therein set forth and the consummation of the
transactions herein or therein contemplated, result in a violation
of, or constitute a default under, the Company's articles of
incorporation or by-laws, any material obligations, agreement,
covenant or condition contained in any bond, debenture, note or other
evidence of indebtedness or in any material contract, indenture,
mortgage, loan agreement, lease, joint venture or other agreement or
instrument to which the Company is a party or by which it or any of
its properties may be bound or any material order, rule, regulation,
writ, injunction, or decree of any government, governmental
instrumentality or court, domestic or foreign.
III. TERMS OF SUBSCRIPTION
3.1 The shares will be offered exclusively to the Shareholders of
IGT S.A. in accordance with the terms and conditions of the Acquisition
Agreement.
3.2 The Subscriber hereby authorizes and directs the Company to
deliver certificates representing the securities to be issued to
such Subscriber pursuant to this Subscription Agreement to the
residential or business address indicated in the Investor Questionnaire.
3.3 If the Subscriber is not a United States person, such Subscriber
hereby represents that it has satisfied itself as to the full observance
of the laws of its jurisdiction in connection with any invitation
to subscribe for the securities comprising the Shares or any use of
this Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the securities comprising the
Shares. Such Subscriber's subscription and payment for, and his
or her continued beneficial ownership of the Shares, will not violate
any applicable securities or other laws of the Subscriber's
jurisdiction.
IV. REGISTRATION RIGHTS
4.1 "Piggyback" Registration Rights. The Shares to be issued to
Subscriber shall be subject to certain "piggyback registration rights" as
set forth in that certain Registration Rights Agreement, a copy of
which is attached as Exhibit 1.5, to the Acquisition Agreement.
V. MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company, at its
registered office, 0000 Xxxxxx Xxxxx Xxxx, Xxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, President and CEO, and to the Subscriber
at his address indicated on the last page of this Subscription
Agreement. Notices shall be deemed to have been given on the date of
mailing, except notices of change of address and notices sent from
outside the continental United States, which shall be deemed to have
been given when received.
5.2 This Subscription Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and
this Subscription Agreement may not be discharged except by
performance in accordance with its terms or by a writing signed by the
party to be charged.
5.3 This Subscription Agreement shall be binding upon and inure
to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and assigns. This
Subscription Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
5.4 Notwithstanding the place where this Subscription Agreement
may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of Nevada. The
parties hereby agree that any dispute which may arise between them
arising out of or in connection with this Subscription Agreement shall
be adjudicated before a court located in San Diego and they hereby submit
to the exclusive jurisdiction of the courts of the State of Nevada
located in Reno, Nevada and of the federal courts in the Southern
District of Nevada with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they
now or hereafter may have respecting the venue of any such action or
proceeding brought in such a court or respecting the fact that such court
is an inconvenient forum, relating to or arising out of this
Subscription Agreement or any acts or omissions relating to the sale
of the securities hereunder, and consent to the service of process in
any such action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set forth below
or such other address as the undersigned shall furnish in writing to
the other.
5.5 This Subscription Agreement may be executed in counterparts.
Upon the execution and delivery of this Subscription Agreement by the
Subscriber, this Subscription Agreement shall become a binding
obligation of the Subscriber with respect to the purchase of Shares as
herein provided; subject, however, to the right hereby reserved to
the Company to enter into the same agreements with other subscribers
and to add and/or to delete other persons as subscribers.
5.6 The holding of any provision of this Subscription Agreement
to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement,
which shall remain in full force and effect.
5.7 It is agreed that a waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate, or be
construed, as a waiver of any subsequent breach by that same party.
5.8 The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the
purposes and intent of this Subscription Agreement.
5.9 The Company agrees not to disclose the names, addresses or
any other information about the Subscribers, except as required by law,
provided, that the Company may use information relating to the
Subscriber in any registration statement under the Act, or as other
wise required by law.
VI. RESTRICTIVE AND OTHER BLUE SKY LEGENDS
6.1 Any and all certificates representing the Shares, and any
and all securities issued in replacement thereof or in exchange
therefore, shall bear the following restrictive legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER SUCH ACT
OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
6.2 The undersigned further agrees that the Company shall have the
right to issue stop-transfer instructions to its transfer agent until
such time as sale is permitted under Security Laws and acknowledges that
the Company has informed the undersigned of its intention to issue such
instructions.
VII. SIGNATURE
The Signature Page to this Subscription Agreement is contained on page
7, entitled Signature Page to Subscription Agreement.
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement as of
the ______ day of _____________________, 2002.
----------------------------------- -------------------------
-------
Signature of Subscriber Number of Shares Subscribed
For
Name of Subscriber [please print]
Social Security or Taxpayer
Identification Number of Subscriber
*If Subscriber is a Registered Representative with an NASD member firm,
have the following acknowledgment signed by the appropriate party:
The undersigned NASD member firm acknowledges receipt of the notice
required by Rule 3050 of the NASD Conduct Rules.
--------------------------------- -------------------------------
-------
Name of NASD Member Firm By: Authorized Officer
Subscription Accepted:
INVESTMENT TECHNOLOGY, INC.
By: Xxxxxx X. Xxxxxx
Its: President and CEO
EXHIBIT 1.5
REGISTRATION RIGHTS AGREEMENT
Issuer: Investment Technology, Inc. (the "Company" or "INZS")
Address: 0000 Xxxxxx Xxxxx Xxxx Xxx Xxxxx, XX 00000
Date: September 9, 2001/supplemented on May 16, 2002/supplemented on
May 16, 2002
This Registration Rights Agreement (the "Agreement") is entered into as
of the above date by and between INZS Technologies, Inc., a Nevada
Corporation (the "Company") and the undersigned shareholders (the
"Shareholders") who are the owners of 100% of the capital stock of
I.G.T. Corp. S.A., a corporation organized and existing under the laws
of the Country of Costa Rica ("IGT S.A.").
RECITALS
A. Whereas, concurrently with the execution of this Agreement, the
Company, Investment Technology, Inc. and the Shareholders, have executed
An Acquisition Agreement and Plan of Reorganization (the "Acquisition
Agreement") under which the Company will acquire all of the issued
and outstanding capital stock of IGT S.A. in a stock-for-stock
exchange for Eighteen Million (18,000,000)unregistered and
restricted shares of the Common stock of the Company (the 'INZS
Shares"), which will be issued to the Shareholders.
B. Whereas, by this Agreement, the Company, IGT S.A. and the
Shareholders desire to set forth the registration rights, all as
provided herein, of the INZS Shares which will be issued to the
Shareholders pursuant to the Acquisition Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants
and conditions hereinafter set forth, the parties hereto mutually agree
as follows:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Section 1:
1.1.1 The term "register," "registered," and
"registration" refer to a registration effected by preparing and
filing a registration statement or similar document in compliance with
the Securities Act of 1933, as amended (the "Securities Act"), and
the declaration or ordering of effectiveness of such registration
statement or document;
1.1.2 The term "Registrable Securities" means (i) the
Shares of Common Stock of the Company issuable to the Shareholders of
IGT S.A. pursuant to the terms of the Acquisition Agreement
executed concurrently herewith.
1.1.3 The term "SEC" means the Securities and Exchange
Commission.
1.2 Company Registration.
1.2.1 Piggyback Registration. If at any time or from
time to time, the Company shall determine to register any of its
securities, for its own account or the account of any of its
shareholders, other than a registration on S-8 relating solely to
employee stock option or purchase plans, or a registration on Form S-4
relating solely to an SEC Rule 145 transaction, or any successor to such
forms, which does not include substantially the same information as
would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:
(i) promptly give to the Shareholders written notice
thereof (which shall include a list of the jurisdictions in which the
Company intends to attempt to qualify such securities under the
applicable blue sky or other state securities laws); and
(ii) include in such registration (and compliance),
and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests, made within 20 days after
receipt of such written notice from the Company, by the Shareholders,
except as set forth in subsection 1.3 below.
Notwithstanding the above, if the Company shall determine to
complete a registration on Form S-4 relating solely to an SEC Rule 145
transaction, or a successor form, and the Company in its sole
discretion determines that the concurrent registration
of the Registrable Securities will not material effect or
delay the registration of the underlying transaction which is the
subject of the Form S-4 registration, then the Company will include in
the Form S-4 registration statement the registration of the Registrable
Securities.
1.3 Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Shareholders as a part of the written
notice given pursuant to section 1.2. In such event the right of
the Shareholders to registration pursuant to section 1.2 shall be
conditioned upon participation in such underwriting and the
inclusion of such Registrable Securities in the underwriting to
the extent provided herein. All shareholders, including the
Shareholders, proposing to distribute their securities through such
underwriting shall (together with the Company and the other shareholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company. *
* Notwithstanding any other provision of this Agreement,
if the managing underwriter advises the Company that marketing factors
require a limitation of the number of shares to be underwritten,
then the Company shall so advise all holders of Registrable Securities
and the number of shares of Registrable Securities that may be included
in the registration and underwriting shall be allocated among all
holders of Registrable Securities in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held
by such holders at the time of filing the registration statement.
If such offering is other than the first registered offering of INZS
securities to the public, the underwriter may not limit the
Registrable Securities to be included in such offering to less than 20%
of the securities included therein (based on aggregate market
values.) INZS shall advise the Shareholders and all shareholders of
Registrable Securities which would otherwise be registered and
underwritten pursuant hereto of any such limitations, and the
number of shares of Registrable Securities that may be included in the
registration. If the Shareholders disapproves of the terms of any such
underwriting, they may elect to withdraw there from by written notice
to INZS and the underwriter. Any securities excluded or withdrawn from
such underwriting shall not be transferred prior to 90 days after the
effective date of the registration statement for such underwriting, or
such shorter period as the underwriter may require.
1.4 Expenses of Registration. All expenses incurred in connection
with any registration, qualification or compliance pursuant to this
Section 1 including without limitation, all registration, filing and
qualification fees, printing expenses, fees and disbursements of counsel
for the Company and expenses of any special audits incidental to or
required by such registration, shall be borne by the Company except the
Company shall not be required to pay underwriters' fees, discounts or
commissions relating to Registrable Securities. All expenses of any
registered offering not otherwise borne by the Company shall be borne
pro rata among the Shareholders and the shareholders participating in
the offering and the Company.
Further, the Company shall not be required to pay for expenses of
any registration proceeding begun pursuant to this Section, the request
of which has been subsequently withdrawn by the Shareholders, in which
case, such expenses shall be borne by the Shareholders (including
Registrable Securities) requesting or causing such withdrawal.
1.5 Registration Procedures. In the case of each
registration, qualification or compliance effected by the Company
pursuant to this Registration Rights Agreement, the Company will keep
the Shareholders advised in writing as to the initiation of each
registration, qualification and compliance and as to the completion
thereof. Except as otherwise provided in subsection
1.3, at its expense the Company will:
1.5.1 Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective,
and, upon the request of the Shareholders, keep such registration
statement effective for up to 90 days or until the Shareholders has
completed the distribution described in the registration statement
relating thereto, whichever first occurs; and.
1.5.2 Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement.
1.5.3 Furnish to the Shareholders copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.
1.5.4 Use its best efforts to register and qualify the
securities covered by such registration statement under such other
securities or, Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Shareholders, provided that the Company
shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.
1.5.5 In the event of any underwritten public offering enter
into and perform its obligations under an underwriting agreement,
in usual and customary form, with the managing underwriter of such
offering. the Shareholders shall also enter into and perform its
obligations under such an agreement.
1.5.6 Notify the Shareholders and each shareholder of
Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be
delivered under the Securities Act or the happening of any event as
a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
1.6 Indemnification.
1.6.1 The Company will indemnify the Shareholders and each
of its officers, directors and partners, and each person controlling
such, with respect to which such registration, qualification or
compliance has been effected pursuant to this Rights Agreement, and each
underwriter, if any, and each person who controls any underwriter of the
Registrable Securities held by or issuable to the Shareholders,
against all claims, losses, expenses, damages and liabilities (or
actions in respect thereto) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained
in any prospectus, offering circular or other document (including any
related registration statement, notification or the like) incident to any
such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statement
therein not misleading, or any violation or alleged violation by
the Company of the Securities Act, the Securities Exchange Act of
1934, as amended ("Exchange Act"), or any state securities law
applicable to the Company or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any such state law and relating
to action or inaction required of the Company in connection with
any such registration, qualification of compliance, and will
reimburse the Shareholders, each of its officers, directors and
partners, and each person controlling such, each such underwriter
and each person who controls any such underwriter, within a reasonable
amount of time after incurred for any reasonable legal and any other
expenses incurred in connection with investigating, defending or settling
any such claim, loss, damage, liability or action; provided, however,
that the indemnity agreement contained in this subsection 1.6.1 shall
not apply to amounts paid in settlement of any such claim, loss,
damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably
withheld); and provided further, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by
an instrument duly executed by the Shareholders or underwriter
specifically for use therein.
1.6.2 The Shareholders will, if Registrable Securities
held by or issuable are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify
the Company, each of its directors and officers, each underwriter, if
any, of the Company's securities covered by such a registration
statement, each person who controls the Company within the meaning
of the Securities Act, and each other such shareholder, each of its
officers, directors and partners and each person controlling such
shareholder, against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) arising out of or based on
any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse
the Company, such shareholders, such directors, officers, partners,
persons or underwriters for any reasonable legal or any other expenses
incurred in connection with investigating, defending or settling any
such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made
in such registration statement, prospectus, offering circular or
other document in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed
by the Shareholders specifically for use therein; provided, however,
that the indemnity agreement contained in this subsection 1.6.2
shall not apply to amounts paid in settlement of any such claim, loss,
damage, liability or action if such settlement is effected without the
consent of the Shareholders (which consent shall not be
unreasonably- withheld); and provided further, that the total amount
for which the Shareholders shall be liable under this subsection 1.6.2
shall not in any event exceed the aggregate proceeds received by such
from the sale of Registrable Securities held by same in such
registration.
1.6.3 Each party entitled to indemnification under this
subsection 1.5 (the "Indemnified Party") shall give notice to the
party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of
any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved, by the Indemnified Party (whose
approval shall not be unreasonably withheld), and the Indemnified
Party may participate in such defense at such party's expense; and
provided further, that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of
its obligations hereunder, unless such failure resulted in prejudice to
the Indemnifying Party; and provided further, that an Indemnified
Party (together with all other Indemnified Parties which may be
represented without conflict by one counsel) shall have the right to
retain one separate counsel, with the fees and expenses to be paid by the
Indemnifying Party, if representation of such Indemnified Party by
the counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential differing interests between such
Indemnified Party and any other party represented by such counsel in
such proceeding. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified
Party of a release from all liability in respect to such claim or
litigation.
1.7 Information by the Shareholders. the Shareholders shall
promptly furnish to the Company such information regarding
themselves and the distribution proposed by such as the Company may
request in writing and as shall be required in connection with any
registration, qualification or compliance referred to herein.
1.8 Rule 144 Reporting. With a view to making available to
shareholders and the Shareholders, the benefits of certain rules and
regulations of the SEC which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees at
all times to:
1.8.1 Make and keep public information available, as those
terms are understood and defined in SEC Rule 144, after 90 days after
the effective date of the first registration filed by the Company for an
offering of its securities to the general public;
1.8.2 File with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and
the Exchange Act (at any time after it has become subject to
such reporting requirements); and
1.8.3 So long as the Shareholders owns any Registrable
Securities, to furnish to such upon request with a written statement by
the Company as to its compliance with the reporting requirements of
said Rule 144 (at any time after 90 days after the effective date of
the first registration statement filed by the Company for an offering
of its securities to the general public), and of the Securities Act
and the Exchange Act (at any time after it has become subject to such
reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed
by the Company as the Shareholders may reasonably request in
complying with any rule or regulation of the SEC allowing the
Shareholders to sell any such securities without registration.
1.9 Transfer of Registration Rights. the Shareholders' rights to
cause the Company to register their securities and keep information
available, granted to them by the Company under subsections 1.2 and
1.7 may not be assigned to a transferee or assignee of the
Shareholders' Registrable Securities not sold to the public. The
Company prohibits the transfer of any the Shareholders' rights
under this subsection 1.8.
2. General.
2.1 Waivers and Amendments. With the written consent of the
Shareholders the obligations of the Company and the rights of
the Shareholders under this agreement may be waived (either generally
or in a particular instance, either retroactively or prospectively, and
either for a specified period of time or indefinitely), and with the
same consent the Company, when authorized by resolution of its Board of
Directors, may enter into a supplementary agreement for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement; provided, however, that no such
modification, amendment or waiver shall reduce the aforesaid
percentage of Registrable Securities.
Upon the effectuation of each such waiver, consent, agreement of
amendment or modification, the Company shall promptly give written
notice thereof to the Shareholders and the record shareholders of the
Registrable Securities who have not previously consented thereto in
writing. This Agreement or any provision hereof may be changed, waived,
discharged or terminated only by a statement in writing signed by the
party against which enforcement of the change, waiver, discharge or
termination is sought, except to the extent provided in this subsection
2.1.
2.2 Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Nevada as such laws are applied to
agreements between Nevada residents entered into and to be performed
entirely within Nevada.
2.3 Attorneys Fees. The parties agree that if any legal
action is necessary to enforce the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees in
addition to any other relief to which that party may be entitled.
2.4 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
2.5 Entire Agreement. Except as set forth below, this
Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof.
2.6 Notices. etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed
by first class mail, postage prepaid, certified or registered mail,
return receipt requested, addressed (a) if to the Shareholders, at
such address as set forth in the heading to this Agreement, or at
such other address as furnished to the Company in writing, or (b)
if to the Company, at the Company's, address set forth in the heading
to this Agreement, or at such other address as the Company shall have
furnished to the Shareholders in writing.
2.7 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Agreement or any
provision of the other Agreements shall not in any way be affected or
impaired thereby.
2.8 Titles and Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.
2.9 Counterparts and/or Facsimile Signature. This Agreement may be
executed in any number of counterparts, including counterparts
transmitted by telecopier or FAX, any one of which shall constitute an
original of this Agreement. When counterparts of facsimile copies have
been executed by all parties, they shall have the same effect as if the
signatures to each counterpart or copy were upon the same document
and copies of such documents shall be deemed valid as originals.
The parties agree that all such signatures may be transferred to a
single document upon the request of any party.
AGREED AND ACCEPTED, effective as of the date first above written.
SIGNATURE PAGE
SUPPLEMENTED MAY 16, 2002
INVESTMENT TECHNOLOGY, INC.
A Nevada Corporation
Dated: September 9, 2001
By: Xxxxxx X. Xxxxxx
Its: President/CEO/Director
I.G.T. Corporation S.A.
A Costa Rican Corporation
Dated: September 9, 2001
By: Xxxxx Xxxxxx
Its: Vice President/Treasurer/Director
SIGNATURE PAGE
TO
REGISTRATION RIGHTS AGREEMENT
FOR
SHAREHOLDERS OF I.G.T. Corporation S.A.
Dated: ____________________ ________________________________
Signature of Shareholder
Name of Shareholder (Print or Type Name)
EXHIBIT 2.4
SUBSIDIARIES OF IGT S.A.
None
EXHIBIT 2.5
PRESENT OFFICERS AND DIRECTORS IGT S.A.
OFFICERS
President.......................................... Xxxxx Xxxxxxxxx
Xxxxxxxxx
Vice President..................................... Xxxxx Xxxxxx
Treasurer.......................................... Xxxxx Xxxxxx
Secretary.......................................... Xxxxx Xxxxxx
DIRECTORS
1. Xxxxx Xxxxxxxxx Xxxxxxxxx
2. Xxxxx Xxxxxx
EXHIBIT 2.6
AUDITED FINANCIAL STATEMENTS IGT S.A.
TO BE PROVIDED WITHIN SIXTY (60) DAYS OF CLOSING
EXHIBIT 2.8
LIABILITIES OF IGT S.A.
NONE
EXHIBIT 2.12
IGT S.A. LITIGATION AND LEGAL PROCEEDINGS
NONE
EXHIBIT 2.16
EXCEPTIONS TO GOOD TITLE TO ASSETS OF IGT S.A.
NONE
EXHIBIT 2.17
MATERIAL CONTRACTS OF IGT S.A.
NONE
EXHIBIT 3.5
SUBSIDIARIES OF INZS
None
EXHIBIT 3.6
PRESENT OFFICES AND DIRECTORS OF INZS
OFFICERS
President and CEO.................................. Xxxxxx X. Xxxxxx
Vice President..................................... Vacant
Chief Financial Officer............................ Vacant
Secretary.......................................... Vacant
DIRECTORS
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxxxx
O.K. Xxxxx
EXHIBIT 3.9
PENDING LITIGATION OF INZS
None
EXHIBIT 3.13
EXCEPTIONS TO GOOD TITLE TO ASSETS OF INZS
NONE
EXHIBIT 5.2.3
POST CLOSING OFFICERS AND DIRECTORS OF IGT S.A.
OFFICERS
President.......................................... Xxxxx Xxxxxxxxx
Xxxxxxxxx
Vice President..................................... Xxxxx Xxxxxx
Treasurer.......................................... Xxxxx Xxxxxx
Secretary.......................................... Xxxxx Xxxxxx
DIRECTORS
1. Xxxxx Xxxxxxxxx Xxxxxxxxx
2. Xxxxx Xxxxxx
EXHIBIT 8.12
BROKERS
With the exception of the shares issued to the Shareholders of IGT S.A.
as set forth herein, no brokerage of finders fees in the form of cash or
securities were paid to any party or person in connection with the
acquisition.
