EXHIBIT 10.1
AGREEMENT
Executed on July 31, 2007 (the "EFFECTIVE DATE")
Between
MR. SHIMON CITRON I.D. 53553459
4 Ovadia St., Ramat Gan
("SHIMON")
and
WINNER SPORT 2002 (ISRAEL) LTD. REG # 513272575
4 Ovadia St., Ramat Gan
("WINNER SPORT")
and
CITRON INVESTMENTS LTD. REG # 512083270
4 Ovadia St., Ramat Gan
("CITRON INVESTMENTS")
(All three jointly and severally: "CITRON")
Party of the First Part,
and
ZONE 4 PLAY (ISRAEL) LTD. REG # 513131094
ATIDIM BLDG. # 2
("ZONE 4 PLAY ISRAEL")
Party of the Second Part,
and
ZONE 4 PLAY, INC. REG # __________
("THE MOTHER COMPANY")
Party of the Third Part
ZONE 4 PLAY , INC. REG # __________
("THE DELAWARE COMPANY")
Party of the Fourth Part
(all three jointly and severally:
the "ZONE 4 PLAY GROUP")
WHEREAS the management services relationship between Citron and Zone 4
Play Group were terminated on May 8th, 2007 (the "DATE OF SERVICE
TERMINATION"); and
WHEREAS Shimon is a shareholder in the Mother Company;
WHEREAS Winner Sport and Citron Investments are companies wholly owned by
Shimon, which provide management services to Zone 4 Play Israel,
and the parties wish to resolve all disputes arising, inter alia,
from Management Services;
WHEREAS certain disputes arose between Citron and/or Zone 4 Play Group
regarding Citron's rights with respect to services rendered to
the Zone 4 Play Group, the termination thereof and other matters;
and
WHEREAS Citron and the Zone 4 Play Group wish to resolve all disputes in
accordance with the provisions contained herein;
WHEREAS the parties have agreed that in accordance with the provisions
contained herein Citron shall cease to render management services
for the Zone 4 Play Group (whether directly or via other
companies) (the "MANAGEMENT SERVICES");
THEREFORE, THE PARTIES AGREE AND AFFIRM AS FOLLOWS:
1. The recitals of this Agreement and its Appendices constitute an integral
part hereof.
2. As consideration for Citron's undertaking under sections 8, 13-14, the Zone
4 Play Group shall pay Citron the following:
a. Upon the Mother Company's shares reaching an average value of $ 0.50 -
based on VWAP (Volume Weighted Average Price) for at least 14
(fourteen) consecutive trading days, with a minimum volume of 20,000
shares per day - so long as this occurs within the first three (3)
years after the Effective Date - $50,000;
b. Upon the Mother Company's shares reaching an average value of $ 0.75 -
based on VWAP for at least 14 (fourteen) consecutive trading days,
with a minimum volume of 20,000 shares per day - so long as this
occurs within the first three (3) years after the Effective Date - an
additional $150,000;
c. Reasonable legal fees (but no greater than US$ 65,000.- plus VAT where
applicable) incurred by Citron, which arose from termination of the
Management Services, as against duly issued invoices.
d. Each payment shall be effectuated within seven (7) days from the date
on which a right to payment arises.
3. Zone 4 Play Group shall have no claim and/or demand against Citron
regarding sums which Zone 4 Play Group paid to Citron before the Effective
Date.
4. As further consideration for Citron's undertaking under sections 8, 13-14,
the Mother Company shall grant Citron Investments Ltd., 500,000 fully
vested warrants at an exercise price of US$ 0.575 for each share of Common
stock (par value $_0.001). The warrants shall be in standard format issued
by the Mother Company and exercisable for a period of 3 years as of the
Effective Date, and shall include piggyback registration rights (the
piggyback registration shall be subject to applicable law and all existing
agreements of the Mother Company).
5. The Mother Company shall provide Citron with a duly authorized statement
that the exercise period of his current Stock Options (i.e. 1,863,000
options) shall be extended, so that the current Stock Options shall expire
on July 31, 2010.
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6. Unless otherwise decided by the shareholders, Shimon shall be entitled to
remain member of the board and as long as he is a board member, he shall be
entitled to receive options in terms and quantity equal to the other board
members.
7. Zone 4 Play Group hereby declares that it has no claim and/or demand
against Citron relating to actions which were reported to the Board of Zone
4 Play Group throughout the term that the Management Services were provided
or were known to the Zone 4 Play Group and/or the Board of Directors as of
the Effective Date of this Agreement.
8. Citron hereby declares that Zone 4 Play Group's fulfillment of all
obligations under this Agreement, shall constitute complete and final
settlement of all of his claims, demands and causes of action (whether
alleged or not) against the Zone 4 Play Group, its affiliates and
directors. Without derogation from the above, Citron declares that this
Agreement shall constitute complete and final settlement of all of its
claims, demands and causes of action against the Zone 4 Play Group, its
affiliates and directors relating to Citron's Management Services with Zone
4 Play Israel, termination of Management Services, the manner of such
termination and/or any other claim, and neither Citron nor any person on
their behalf shall have any claims, demands or causes of action whatsoever,
according to any law, agreement or any other source, against any such
persons with regard to any matter that is related to or connected with Zone
4 Play Group, directly or indirectly. It is hereby agreed that Citron's
undertakings under this section 8 shall apply only to claims, demands and
causes of action against Zone 4 Play Group relating to the period of time
prior to the Effective Date.
For the avoidance of doubt, it is clarified that Citron's waiver above
shall not be deemed to be a waiver on behalf of Winner.Com (UK) Limited,
regarding, inter alia, claims, demands and causes of action that may arise
in relation to the current and/or future agreements (whether direct or
indirect) between Winner.Com (UK) Limited, and Two Way Media Ltd. and/or
the Mother Company and/or the Delaware Company, relating to any business
including the TV Business as defined below, Cellular Phone business and/or
Internet business.
The Parties shall cause the dismissal with prejudice of all litigation
proceedings lodged against each other, and currently pending in the Israeli
courts, by signing upon the draft application attached to this Agreement
and any other documents necessary for the dismissal of all defendants in
said File (regardless of whether they are parties to this Agreement).
9. Zone 4 Play Israel shall duly exempt Citron of any and all liabilities to
Bank Hapoalim (the "BANK"), which Citron has taken upon himself throughout
the term of services provided by Citron, and furnish Citron within 7 days
of the Effective Date with the relevant documents from the Bank stating
Citron is no longer liable for Zone 4 Play Israel's obligations towards the
Bank.
10. As of the Effective Date of this Agreement, Zone 4 Play Group shall have no
further requirements of Citron relating to Management Services rendered and
Citron shall have no further obligations towards Zone 4 Play Group in
relation to Management Services rendered and obligations deriving from such
Management Services.
11. The parties hereby declare that they will respect each other and not harm
each other in any way and continue to cooperate for the good of Zone 4 Play
Group.
12. This Agreement represents the entire agreement between the parties, and
supersedes any prior agreements, arrangements, presentations or
understandings (unless otherwise provided herein). In the event of a
discrepancy between the provisions of this Agreement and the provisions of
any agreements, understandings or presentations, the terms and conditions
of this Agreement shall prevail.
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13. Citron hereby agrees that, for a period of one (1) year after the Effective
Date, he shall not, either as an employer, consultant, agent, principal,
partner, stockholder, corporate officer, director or in any other
individual or representative capacity, engage or participate in any
business that is in the business of Participation TV and/or Interactive TV
("THE TV BUSINESS"), and shall not invest in any publicly traded company
over the amount of five hundred thousand dollars ($500,000) that is in the
TV Business for a period of one year immediately following the Effective
Date of this Agreement, except upon express written consent of Zone 4 Play
Group.
14. Citron agrees that, for a period of two (2) years after the Effective Date,
Citron shall not, directly or indirectly:
a. influence or attempt to influence customers or suppliers of Zone 4
Play Group, or any of its parent, subsidiaries or affiliates, to
divert their TV Business to any entity other than in the Zone 4 Play
Group, nor
b. solicit or recruit any employee of Zone 4 Play Group for the purpose
of being employed by him or by any other entity and (without
derogating from any other confidentiality obligations to which he is
obligated as director or under law) that he will not convey any
confidential information about other employees of Zone 4 Play Group to
any other person.
15. All of the amounts paid according to this agreement are gross amounts and
Zone 4 Play Group shall withhold the appropriate amounts for tax purposes
("Mas Bamakor") as and if required by law. Citron shall provide the
appropriate company of the Zone 4 Play Group, as determined at time of
payment by CEO of Zone 4 Play Group, with accurate tax invoices ("Heshbonit
Mas") for each payment.
16. Any notice shall be deemed to have been received by the addressee
seventy-two hours following the date of dispatch of the notice by post or,
where the notice or other document is sent by hand, at the time of
delivery, and if sent by facsimile, the date such facsimile was sent. The
parties' addresses are as mentioned in the heading of this Agreement.
17. This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of Israel. The competent courts of the city of
Tel-Aviv-Jaffa shall have exclusive jurisdiction to hear all disputes
arising in connection with this Agreement.
18. Citron declares that he is signing this Agreement after conferring with
counsel of his choice, including an attorney.
By: /s/ Uri Levy
BY: /S/ SHIMON CITRON BY: /S/ ADIV BARUCH
- --------------------- -------------------
Shimon Zone 4 Play Israel
By: /s/ Uri Levy
BY: /S/ SHIMON CITRON BY: /S/ ADIV BARUCH
- --------------------- -------------------
Citron Investments The Mother Company
By: /s/ Uri Levy
BY: /S/ SHIMON CITRON BY: /S/ ADIV BARUCH
- --------------------- -------------------
Winner Sport The Delaware Company
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