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AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This Amendment to the Asset Purchase Agreement
(“Amendment”), by and between Global Sports Edge,
Inc., Winning Edge International, Inc., Wayne Allyn Root and
Betbrokers plc, and dated June 27, 2007, is entered into on this
27 day of September, 2007, by and between Global Sports Edge,
Inc., Winning Edge International, Inc., Wayne Allyn Root and
Betbrokers plc.
PREMISES:
A. On June 27, 2007, the
parties entered into an Asset Purchase Agreement (the
“Agreement”).
B. The parties
subsequently amended the asset purchase agreement on August 31,
2007, to extend the closing deadline and establish a base price
in the Betbrokers’ stock being delivered as
consideration.
C.
The parties want to amend the Agreement to
reflect the new understandings among the parties and to account
for changes in both companies operations since the Agreement was
originally entered.
D. Accordingly, the parties desire
to amend the Agreement removing the concept of a loan with
Laurus Family of Funds, remove references to escrow of shares
and remove offset provisions related to the Betbrokers’
stock.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual
covenants of the parties, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Closing Deadline Extended
. Section 1.04 of the Agreement is hereby amended in its
entirety to read as follows:
1.04
Closing and Parties . The
Closing contemplated hereby shall be held at a mutually agreed
upon time and place (the “Closing Date”) but no
later than September 26, 2007, or on such date that all required
corporate action has been accomplished including any shareholder
approval required by Seller’s parent corporation, Winning
Edge. The Closing may be accomplished by wire, express
mail, overnight courier, conference telephone call or as
otherwise agreed to by the respective parties or their duly
authorized representatives.
2.
Consideration for Sale and Transfer of Assets
and Business . Section 1.02 of the Agreement and
Schedule 1.02B are hereby deleted in their entirety and the
following section 1.02 is added:
1.02
Consideration for Sale and Transfer of Assets
and Business . In consideration of the conveyance from
Seller to Buyer of the Business and Assets, Buyer shall pay to
Seller Buyer's stock having a value of Six Million Five Hundred
Thousand United States Dollars (U.S. $6,500,000) (the "Purchase
Price"), such stock being in like form to that stock of Buyer
which currently trades on the London Stock Exchange Alternative
Investment Market ("AIM"). Solely for purposes of this
Agreement, the value of the shares of Buyer’s stock shall
be determined by the higher of (i) the average of the closing
bid price on the five consecutive trading days prior to Closing,
or (ii) 5.00 pence. For purposes of valuing Buyer's stock in
United States Dollars, it is agreed an exchange rate of $2.02
per British pound will be used. The closing share price
shall be determined based on the closing trading price on the
AIM. All shares of Buyer's stock delivered shall be freely
tradable, subject to a one year restriction against the sale of
the shares in any public sale on the AIMS. All shares of
Buyer’s stock shall be clearly marked with a legend noting
their restriction against transfer for a period of one year in
any public sale on the AIMS. Subject to compliance with
applicable securities laws, the shares of Buyer’s stock
may be sold in a private transaction; provided that, the buyer
of such shares and any and all subsequent buyer(s), agree(s) to
the limitation on sales in a public sale on the AIMS for a
period of one year from the date of closing of this Agreement.
Seller has executed and delivered to Buyer the Undertaking
and Covenant attached hereto as Exhibit 1.02B.
3.
Laurus Loan . The parties do not
intend to enter into any loan arrangement with Laurus other than
those already existing and accordingly Section 1.09 of the
Agreement is hereby deleted in its entirety.
4.
Indemnification . The definition of
“Indemnity Assertion Period” in Section 3.20 of the
Agreement is hereby amended to read:
As used herein, the "Indemnity Assertion Period"
shall commence on the Closing Date and end on the date one year
from the Closing Date.
5.
Indemnity Escrow and Right of Set-Off .
Section 3.21 of the Agreement is hereby deleted in its
entirety.
6.
Updates . Section 5.07 of the
Agreement is hereby amended to read:
5.07
Updates . Buyer shall, in Buyer's
sole discretion, be satisfied with a) the contents of all
updates to Seller's schedules delivered in accordance with
Section 3.04 hereof and b) the form and substance of Winning
Edge's financial statements delive
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