|
TERMINATION AGREEMENT AND RELEASE
THIS TERMINATION AGREEMENT AND RELEASE (this "Agreement")
is made and entered into as of the 18th day of May, 2007, by and
between WINNING EDGE INTERNATIONAL, INC., a Delaware corporation
(“ Winning Edge ”), PROGAMES ACQUISITION
CORP., a Delaware corporation and a wholly-owned subsidiary of
Winning Edge (the “ Merger Sub ”), and
PROGAMES NETWORK, INC., a Delaware corporation (“
ProGames ”). Winning Edge, the Merger Sub
and ProGames each, individually, a “ Party
” or, collectively, the “ Parties
.”
Premises
A.
Winning Edge, ProGames and Merger Sub entered into an
Agreement and Plan of Merger dated March 6, 2007 (the “Merger
Agreement”), pursuant to which the parties agreed that
Winning Edge would acquire ProGames through the issuance of shares
of Winning Edge's common stock in exchange for all issued and
outstanding shares of the capital stock of ProGames with ProGames
being merged with Merger Sub, subject to the conditions set forth
in the Merger Agreement.
B.
The Parties have now agreed they would like to terminate
the Merger Agreement. Accordingly, the Parties desire to terminate
the Merger Agreement.
Agreement
Based on these premises and for and in consideration of
the mutual covenants to be performed and benefits to be received
hereunder, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
Incorporation by Reference . The
foregoing premises are incorporated herein by reference.
2.
Termination of Merger Agreement .
2.1
Pursuant to Section 7.1 of the Merger
Agreement the parties hereby terminate and void the Merger
Agreement.
2.2
The Parties expressly agree that neither
party shall owe the other party any sums under the Merger
Agreement and both parties shall be free to pursue any and all
transactions available to them. Furthermore all terms of
the Merger Agreement are hereby terminated and void including
any covenants and conditions that were to survive the closing of
the Agreement and/or any future payments under Section 7.1 or
7.2 of the Merger Agreement.
2.2 As quickly as
practicable following the execution hereof, the Company shall take
the following actions to the extent such actions have not been
taken prior to the date of this Agreement:
(a) Winning Edge shall withdraw its 14C
information statement filed with the SEC and shall file an 8-K
covering the termination of the Merger Agreement.
(b) Each party shall deliver to the other
all books, records, instruments and other documents of or
belonging to such other party.
3.
Releases . Winning Edge, on the one
hand, and ProGames, on the other, on behalf of themselves and their
respective employees, principals, agents, servants, heirs,
administrators, executors, successors, predecessors in
interest, shareholders, directors, officers, representatives,
attorneys, accountants and assigns, whether acting individually or
in any representative ca
| 
