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Exhibit 4.5
ACCORD AND SATISFACTION AGREEMENT
This ACCORD AND SATISFACTION AGREEMENT (this "AGREEMENT"), is made and
entered into as of the 17th day of May, 2001, by and among (i) Starnet Systems
International, Inc., a corporation organized under the laws of Antigua and
Barbuda and a subsidiary of Starnet (defined below) ("COMPANY"); (ii) Simpson
Bay, Ltd., a corporation organized under the laws of St. Kitts & Nevis ("SIMPSON
BAY"); (iii) Starnet Communications International Inc., a Delaware corporation
("STARNET"); and (iv) AIM Investments Limited, a Gibraltar company ("AIM")(each
a "PARTY" and together the "PARTIES").
RECITALS
A. The Company and Simpson Bay have entered into that certain Loan
Agreement dated June 23, 2000 ("LOAN AGREEMENT") pursuant to which Simpson Bay
has loaned US$1,500,000 to the Company upon the terms and conditions thereunder
("LOAN").
B. The Loan Agreement provides for the conversion of the Loan into
shares of Starnet.
C. The Parties desire that the Loan be satisfied and the Loan Agreement
modified upon the issuance to a nominee of Simpson Bay, AIM, a number of
unregistered shares of the class A common stock, par value $.001 per share, of
Starnet ("COMMON STOCK").
D. The Parties desire to take other certain actions in connection with
the foregoing.
AGREEMENT
In consideration of the promises and the terms and conditions set forth
in this Agreement, the parties hereby agree as follows.
1. ISSUANCE OF COMMON STOCK. Upon the terms and conditions contained in
this Agreement, Starnet has authorized the issuance to AIM of that number of
shares of unregistered Common Stock equal to $1,500,000 divided by the lower of
the closing sales price of a share of Common Stock as reported on the
Over-the-Counter Bulletin Board on the day prior to the Closing (as defined
below) and $0.75 (the "SHARES").
2. ACCORD AND SATISFACTION. Simpson Bay hereby agrees and covenants
with Starnet and the Company that upon the Closing, the Loan Agreement will
continue in full force and effect except as modified hereby, the Loan will be
deemed to have been repaid in all respects, and the Parties will have no further
obligation whatsoever with respect to the Loan ("ACCORD AND SATISFACTION").
3. CLOSING. The issuance of the Shares registered in the name of AIM
shall occur on May ____, 2001 at ____________, or on such other date and at such
other place as the Parties shall mutually agree in writing ("CLOSING"), against
payment therefor by Simpson Bay in the form of the Accord and Satisfaction.
4. TERMINATION. If the Closing does not occur prior to the date that
Starnet effects its reorganization thereby becoming a subsidiary of World Gaming
plc, as the same shall be evidenced by the effectiveness of a Certificate of
Merger flied with the Delaware Secretary of State, this Agreement shall
terminate and the Loan Agreement and the terms of the Loan shall continue as if
this Agreement had not been entered into.
5. REPRESENTATIONS AND WARRANTIES OF SIMPSON BAY AND AIM. Simpson Bay
and AIM each represent and warrant to the Company and Starnet as follows:
(a) It has the power and authority to enter into and perform
its obligations under this
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Agreement;
(b) It is an "accredited investor" within the meaning of Rule
501 under the Securities Act of 1933, as amended ("SECURITIES ACT"); and
(c) It understands that (i) the Shares have not been
registered under the Securities Act by reason of their issuance in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the
Securities Act, (ii) the Shares must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or is exempt from
such registration, and accordingly the Shares will bear a restrictive legend
to such effect and Starnet will make or cause to made a notation on its
transfer books to such effect, and (iv) the resale limitations imposed by
Rule 144 promulgated under the Securities Act will apply to the Shares.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STARNET. Each of
the Company and Starnet represent and warrant to Simpson Bay and AIM that it
has the power and authority to enter into and perform its obligations under this
Agreement.
7. FURTHER ACTIONS; COOPERATION; TERMINATION OF FINANCING STATEMENTS.
The Parties hereby agree to cooperate and take all further actions necessary
promptly after Closing to evidence the termination of the Loan Agreement and
extinguishment of the Loan, and shall take all actions necessary to terminate or
cancel any financing statement, UCC or other similar document filed with a
governmental authority to evidence any security interest pursuant to Section 4
of the Loan Agreement in the items listed in Schedule B of the Loan Agreement.
8. OTHER AGREEMENTS. In connection with the actions set forth above,
the Company, Simpson Bay and Starnet hereby agree as follows:
(a) Starnet will be free to utilize the equipment presently
located in Gibraltar in whatever jurisdiction it may elect to utilize. Starnet
will consult with Simpson Bay on any future location of the equipment, but
Starnet will ultimately have decision-making authority to locate the equipment
wherever it concludes is most appropriate.
(b) Simpson Bay agrees, on its behalf, and on behalf of all
entities involved in the ownership and operation of the sites of
www.playersonly.com, www.sportsbook.com and www.acescasino.com, that all such
operations for a period of four (4) years from August 15, 2000, shall
exclusively use Starnet software for all such gaming operations, on terms which
are the same as those currently in effect. In the event Starnet is not offering
the type of gaming software which such entities and Simpson Bay desires to
operate in connection with said sites at any time during such four (4) year
period, Starnet will be provided with a right of first opportunity to provide
such software on terms otherwise offered to Simpson Bay and such entities, so
long as Starnet can satisfy the timetable offered by the proposed other provider
of such software.
(c) Simpson Bay will cause its affiliates to provide Starnet
with a right of first refusal to provide the new Starnet sportsbook and casino
software for the new casino sublicensee sites which the affiliates are expecting
to launch. For Starnet to be able to exercise the right of first refusal, the
Starnet software must meet the technical standards and product features of the
competing software, be deliverable within the time frames which will be met by
the competitor, and will be priced at the lower of Simpson Bay's current rate or
the rate of Starnet's competitor. This right of first refusal will be set for an
initial term of 2 years, provided that it can be terminated by the affiliate if
Starnet has not met the prerequisites for exercising the right of first refusal
on two occasions in the period from July 1, 2001 to May 1, 2002. In the event of
a Change in Control (defined below) of Simpson Bay and/or AIM, this Section 8(c)
shall immediately terminate.
(d) In connection with Simpson Bay's affiliates' work to
launch a European focused
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sportsbook, Simpson Bay and its affiliates shall in good faith explore whether
Starnet's casino can be integrated with the back-end software utilized by a
third party and whether Starnet could utilize such third party's sportsbook to
work on the Starnet back-end so that Starnet could offer it to its licensees,
for a period of three months from the beginning of technical discussions with
respect thereto.
(e) An entity whose outstanding capital is owned or has some
percentage of common ownership by a person or entity shall be deemed an
"affiliate" of such person or entity. A "Change in Control" shall mean a
transaction or series of transactions in which a third party or parties acquire
33% or more of the voting capital of such person.
9. RESTRICTION ON RESALE OF SHARES. Simpson Bay and AIM acknowledge and
agree that the Shares, including any securities of World Gaming plc that Simpson
Bay or AIM may obtain in exchange for the Shares, may not be resold earlier than
(i) 12 months from the date hereof with respect to the first 25% of the Shares,
(ii) 15 months from the date hereof with respect to the second 25% of the
Shares, (iii) 18 months from the date hereof with respect to the third 25% of
the Shares and (iv) 21 months with respect to the last 25% of the Shares, which
shall be cumulative. The restrictions in this Section 9 shall terminate in the
event that Michael Aymong ceases to be the Chief Executive Officer of World
Gaming plc for any reason.
10. ASSIGNMENT. Pursuant to the terms of Section 10 of the Loan
Agreement, Simpson Bay hereby assigns all of its right, title, interest,
liabilities and obligations in and to the Loan Agreement to AIM, and AIM hereby
agrees to assume all right, title, interest, liabilities and obligations in and
to the Loan Agreement, effective as of the date hereof. The Company and Starnet
hereby consent to the foregoing assignment.
11. SEVERABILITY. It is the intention of the Parties that the
provisions of this Agreement shall be enforced to the fullest extent
permissible, but that the unenforceability of any provision or provisions hereof
shall not render unenforceable, or impair, the remainder of this Agreement.
Accordingly, if any provisions of this Agreement shall be determined to be
invalid or unenforceable, either in whole or in part, this Agreement shall be
deemed amended to delete or modify, as necessary, the offending provision or
provisions and to alter the balance of this Agreement in order to render it
valid and enforceable.
12. SURVIVAL. Except as otherwise provided herein, any provision of
this Agreement that by its sense and context is intended to survive the
performance hereof by the parties hereunder shall so survive the completion of
the performance, cancellation or termination of this Agreement.
13. OTHER GENERAL. This Agreement shall be executed, construed and
performed in accordance with the laws of England and Wales. The section headings
contained in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement. This Agreement may
be executed in counterparts and by facsimile.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties have executed this Accord and
Satisfaction Agreement as of the date first above written.
STARNET SYSTEMS INTERNATIONAL, INC.
By:
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Name:
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Title:
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SIMPSON BAY, LTD.
By: /s/ Cheryl Henry
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Name: Cheryl Henry
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Title: Director, Secretary
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STARNET COMMUNICATIONS INTERNATIONAL INC.
By:
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Name:
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Title:
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AIM INVESTMENTS LIMITED
By:
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Name:
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Title:
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IN WITNESS WHEREOF, the parties have executed this Accord and
Satisfaction Agreement as of the date first above written.
STARNET SYSTEMS INTERNATIONAL, INC.
By:
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Name:
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Title:
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SIMPSON BAY, LTD.
By:
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Name:
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Title:
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STARNET COMMUNICATIONS INTERNATIONAL INC.
By:
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Name:
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Title:
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AIM INVESTMENTS LIMITED
By: /s/ E.M. French
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Name: E.M. French
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Title: Director
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IN WITNESS WHEREOF, the parties have executed this Accord and
Satisfaction Agreement as of the date first above written.
STARNET SYSTEMS INTERNATIONAL, INC.
By: /s/ Michael Aymong
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Name: Michael Aymong
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Title: President
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SIMPSON BAY, LTD.
By:
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Name:
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Title:
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STARNET COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Michael Aymong
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Name: Michael Aymong
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Title: President
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AIM INVESTMENTS LIMITED
By:
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Name:
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Title:
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