EXHIBIT
10.2
AGREEMENT
THIS AGREEMENT (the “Agreement”), dated as of
February 6, 2007, by and between AON Games Limited, a company
organized under the laws of the British Virgin Islands
(“Aon”), PacificNet Inc., a Delaware corporation
(“PacificNet”), and Pope Investments LLC, a Delaware
limited liability company (“Pope”). Capitalized terms
used, but not otherwise defined herein, shall have the same
meanings ascribed to such terms in the Loan Agreement (as defined
below.)
WHEREAS, PacificNet Games Limited,
a company organized under the laws of the
British Virgin Islands (the “Company”), and Pope have
entered into that certain Loan Agreement, dated as of even date
herewith (as amended, supplemented or modified from time to time,
the “Loan Agreement”), and the Company has issued a
Convertible Secured Promissory Note, in favor of Pope, dated as of
even date herewith (the “Note”, and together with the
Agreement, the “Loan Documents”) pursuant to which Pope
has agreed to lend to the Company up to $5,000,000 (the
“Loan”) all in accordance with and subject to the terms
and conditions set forth in the Loan Documents;
WHEREAS, in connection with the extension of the Loan,
the parties hereto have agreed to enter into this Agreement, which
sets forth certain rights, restrictions and obligations of the
parties with respect to the transfer and sale of their shares of
the Company;
NOW, THEREFORE , in consideration of the premises, the mutual
covenants herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and to induce Pope to extend credit to the Company,
the parties hereto agree as follows:
ARTICLE I.
LOCK
UP
Commencing on
the date hereof until the Maturity Date (the “Lock-Up
Period”), Aon irrevocably agrees that it will not offer,
sell, contract to sell, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash
settlement or otherwise) by Aon or any of its officers, directors,
stockholders, respective affiliates or any person in privity with
Aon), directly or indirectly, any shares of the Company (the
“Shares”) beneficially owned, held or hereafter
acquired by Aon (a “Prohibited Transfer”). For the
purposes of this Agreement, a Prohibited Transfer shall not include
a sale during the Lock-Up Period of Shares by Aon to PacificNet as
set forth in ARTICLE II herein.
ARTICLE II.
PURCHASE OF AON’S
SHARES
PacificNet
shall have the right, but not the obligation, at any time upon the
occurrence of an event which would result in the dilution of
PacificNet’s ownership of the Company below 51% of the voting
power of the Company, to purchase from Aon such number of Shares of
the Company to regain such 51%. The purchase and sale of the Shares
shall be on terms reasonably acceptable to and determined by the
parties; provided , however , that if such purchase
and sale under this Article II is triggered by Pope’s
participation in a Subsequent Financing, such sale shall be on the
same terms, conditions and price as the Subsequent Financing,
except that Aon shall accept payment of the purchase price of in
cash, or in restricted shares of PacificNet.
ARTICLE III.
Tag-Along
Right .
(a)
Transfer of
Stock . Upon the
expiration of the Lock-Up Period, if AON receives from an
unaffiliated third party of the Company (the “Third
Party”) a bona fide offer to purchase a portion of
its shares of the Company (the “Third Party Offer”)
representing five percent (5%) or more of its aggregate ownership
interest in the Company (the “Transfer”), which AON
desires to accept, AON must comply with the terms of this Article
III; provided however, that once all obligations in respect of the
Note which are guaranteed by Sino Mart Management Ltd. and Victor
Tong pursuant to that Guaranty dated of even date herewith shall
have been indefeasibly paid in full in cash or Conversion Shares
(as defined in such Guaranty) and performed and satisfied in full
and the Note irrevocably terminated, AON shall no longer be
required to comply with such terms and this Article III (including
the right to participate in sales pursuant to Article IV granted in
subparagraph (e) hereof) shall be of no further force and
effect.
(b)
Right of
Inclusion . Aon shall provide the Third Party Offer in a
written notice (the “Tag Along Notice”) to the Company,
PacificNet and to Pope and such Third Party Offer must offer to
include Pope in the Transf
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