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