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AGREEMENT FOR THE TRANSFER OF STOCK ADN THE DEVELOPMENT, IMPLEMENTATION AND OPERATION OF A HURSE AND DOG RACING HUB

Stock Transfer Agreement

AGREEMENT FOR THE TRANSFER OF STOCK ADN THE DEVELOPMENT, IMPLEMENTATION AND OPERATION OF A HURSE AND DOG RACING HUB | Document Parties: GLOBAL PARI-MUTUEL SERVICES, INC. | Royal Turf Club of Antigua, Inc | Global Financial Solutions Holdings, Ltd You are currently viewing:
This Stock Transfer Agreement involves

GLOBAL PARI-MUTUEL SERVICES, INC. | Royal Turf Club of Antigua, Inc | Global Financial Solutions Holdings, Ltd

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Title: AGREEMENT FOR THE TRANSFER OF STOCK ADN THE DEVELOPMENT, IMPLEMENTATION AND OPERATION OF A HURSE AND DOG RACING HUB
Governing Law: Nevada     Date: 1/16/2007

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Exhibit 99

AGREEMENT
FOR THE TRANSFER OF STOCK
AND THE
DEVELOPMENT, IMPLEMENTATION AND OPERATION OF A
HORSE AND DOG RACING HUB IN ANTIGUA

     This Agreement for the Transfer of Stock and the Development, Implementation and Operation of a Horse and Dog Racing Hub in Antigua (“Agreement”) is made on December 31, 2006, among Royal Turf Club of Antigua, Inc., a corporation organized under the laws and regulations of Antigua, (hereinafter “RTC”), Royal Turf Club, Inc. of Nevada, a corporation organized under the laws of the State of Nevada (hereinafter “RTCN”), and Global Financial Solutions Holdings, Ltd., a corporation organized under the laws and regulations of the Turks and Caicos Islands (hereinafter “GFS”). Collectively, RTC, RTCN and GFS shall be referred to herein as the “Parties” and singularly, as a “Party.” Collectively, RTCN and GFS shall be referred to herein as the “Shareholders” and singularly, as a “Shareholder.”

RECITALS

     WHEREAS, RTC, RTCN and GFS have each determined that the transactions contemplated by this Agreement, on the terms and conditions of this Agreement, would be advantageous and beneficial to their respective interests;

     WHEREAS, the Parties hereto desire to consummate the transactions contemplated herein, pursuant to which (a) RTC will issue to GFS such number of shares of its common stock such that after the issuance thereof, GFS will own fifty percent (50%) of RTC’s outstanding common stock (the “RTC Shares”), (b) payments made by GFS for the purpose of developing, constructing, implementing and operating a central system horse and dog racing hub, hereinafter referred to as the “Hub Operation,” will be acknowledged and it will agree to continue such funding on the basis described herein, (c) RTCN will agree to manage the business of RTC, and (d) RTCN and GFS, as the sole Shareholders of RTC, will make certain agreements regarding the operations and their ownership of RTC, and,

     WHEREAS, the Parties desire to terminate the existing relationship among them, and the terms and conditions of this Agreement shall control their relationship.

It is therefore agreed:

SECTION ONE       Hub Implementation Expenses

     1.1 For consideration of receiving the RTC Shares, GFS (i) has as of the date of this Agreement provided an amount of the funds necessary for all expenses related to the initial development, construction and implementation of the Hub Operation (hereinafter “Hub Implementation Expenses”) aggregating approximately US $400,000, and (ii) will agree to continue to pay Hub Implementation Expenses on the basis provided herein, said obligation continuing until the Hub Operation is profitable.

     1.2 The Hub Implementation Expenses shall include, but are not limited to:


e)

 

Costs of the software, hardware, and all equipment necessary for the implementation and proper operation of the Hub Operation.

 

f)

 

Costs of training employees, management, owners, and contractors on the proper operation of the Hub Operation.

 

g)

 

Cost of the licensing rights to the software program for the Hub Operation.

 

h)

 

Operational costs directly related to the running of the Hub Operation.



     1.3 The Hub Implementation Expenses shall be paid by GFS as part of its consideration for receiving the RTC Shares. Hub Implementation Expenses shall be subject to the reasonable, prior (if it is reasonably possible for RTCN to provide prior notice of pending Hub Implementation Expenses), approval of GFS, and GFS shall not be under any obligation to bear or pay for any Hub Implementation Expenses that it does not approve. RTCN has provided GFS with a monthly budget of Hub Implementation Expenses. Any modifications or changes to this monthly budget shall be submitted to GFS in advance each month on or before the 20 th day of the immediately preceding month, and failure of GFS to receive any such revised budget in a timely fashion or failure of RTCN to adhere to any such budget shall be, without limitation, reasonable basis for GFS not approving Hub Implementation Expenses.

SECTION TWO       Hub Operational Expenses

     2.1 Once the Hub Operation has been launched and is considered operational and profitable, as defined in Section 3.2, all expenses necessary and related to the ongoing operation and management of the Hub Operation (“Hub Operational Expenses”) shall be paid out of the funds generated by the operation of the Hub Operation prior to any distribution of profits pursuant to Section 3.1.

     2.2 The Hub Operational Expenses shall include all costs of operating and managing the Hub Operation.

     2.3 If the Hub Operation does not immediately generate sufficient funds to pay for the ongoing Hub Operational Expenses, GFS shall pay the expenses on the same basis and upon the same conditions as Hub Implementation Expenses until such time as the Hub Operation is profitable, as defined herein, without reimbursement or setoff, or until April 30 2007, whichever occurs first. Thereafter, any contributions needed for Hub Operational Expenses shall be paid by the Shareholders equally. If either Shareholder fails to make all or a part of any required contribution, at the option of the other Shareholder either (i) such other Shareholder shall make said payment, subject to the reimbursement provision in Section 3.1(ii) herein, or (ii) the Shareholder failing to make the contribution shall forfeit such portion of its stockholding in RTC as is proportionate to the amount of the failure and a figure equal to an overall capitalization of RTC of twice the aggregate amount paid by GFS for the RTC Shares (excluding amounts paid by it under this sentence).

     2.4 The Hub Operational Expenses paid by GFS as part of this Section shall be further consideration for receiving the RTC Shares.

SECTION THREE       Profits

     3.1 From the gross income of the Hub Operation, the Manager shall (i) first pay the expenses of the ongoing Hub Operation, (ii) then reimburse a Shareholder for any advances or payments made after April 30, 2007, pursuant to Section 2.3, and (iii) then distribute equally to the Shareholders the profits of the Hub Operation as they accrue for the term of this Agreement.


     3.2 The term “profits” shall be defined as any amounts generated by the Hub Operation after payment of all Hub Operational Expenses, and as generally defined and commonly used in practice and custom.

SECTION FOUR       Representations and Warranties of RTC and RTCN

     RTC and RTCN jointly and severally represent and warrant that the statements contained in this Section Four are true and correct as of the date of this Agreement and will be true and correct as of the Closing:

     4.1 RTC is a corporation duly organized, validly existing and in good standing under the laws of Antigua and RTCN is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each of them has all requisite capacity, power and authority to execute, deliver and perform this Agreement. No other corporate action on the part of either of RTC or RTCN is necessary to authorize the execution and delivery by either of this Agreement or the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered and, upon execution by RTC and RTCN, will constitute a valid and legally binding obligation of each of them, enforceable against each in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

     4.2 RTC is the legal and beneficial owner of the RTC Shares, free and clear of any encumbrance or restriction on transfer. RTCN is the only other shareholder of RTC, and no other person has any right or interest in and to any RTC shares. RTC has no outstanding commitments, warrants, options, convertible securities or other instruments that, directly or indirectly, entitle any person to any shares of common or other capital stock of RTC.

     4.3 Neither the execution, delivery and performance of this Agreement by RTC and RTCN, nor the consummation by either of them of any transaction related hereto, including the issuance, sale and delivery of the RTC Shares, will require any consent, approval, license, or


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