ANNEX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") made and
entered into as of November 4, 2005, is by and among Left Right Marketing
Technology, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), Strategic Gaming Investments, Inc., a Nevada corporation
(hereinafter referred to as "SGI") and each of the holders of shares of common
stock of SGI listed on Exhibit A attached hereto (individually, a "SGI
Stockholder", and collectively, the "SGI Stockholders").
RECITALS
WHEREAS, the SGI Stockholders own 100% of the issued and outstanding
common stock of SGI; and
WHEREAS, the Company desires to acquire 100% of the issued and
outstanding common stock of SGI and the SGI Stockholders desire to exchange all
of their shares of Common Stock of SGI for shares of common stock of the
Company in a transaction intended to qualify as a "tax-free" reorganization
under Section 368 of the Internal Revenue Code of 1986, as amended (the
"Code").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
EXCHANGE OF THE SHARES AND CONSIDERATION
Shares Being Exchanged. Subject to the terms and conditions
of this Agreement, at the closing provided for in Section 2 hereof (the
"Closing"), each of the SGI Stockholders shall sell, assign, transfer and
deliver to the Company the number of shares of common stock of SGI set forth
opposite each such SGI Stockholder's name on Exhibit A hereto (the shares of
Common Stock of SGI sold, assigned and transferred to the Company hereunder are
hereinafter referred to as the "SGI Shares").
Consideration. Subject to the terms and conditions of this
Agreement and in consideration of the sale, assignment, transfer and delivery
of the SGI Shares to the Company, at the Closing the Company shall issue, sell
and deliver to the SGI Stockholders a total of SEVEN MILLION SIX HUNDRED FIFTY
THOUSAND (7,650,000) shares of common stock of the Company (the shares of
Common Stock of the Company issued, sold and delivered to the SGI Stockholders
hereunder are hereinafter referred to as the "Company Shares"). Each SGI
Stockholder shall receive, in consideration for the shares of common stock of
SGI sold, assigned, transferred and delivered to the Company, a pro rata
portion of the Company Shares based on the following formula: 7,650,000 times a
fraction, the numerator of which is the number of shares held by each SGI
Stockholder, and the denominator of which is the total number of shares of
common stock of SGI issued and outstanding immediately prior to the Closing,
which amount is 76,500. In lieu of any fractional Company Share to which a SGI
Stockholder would otherwise be entitled, the Company shall round such
fractional share up to a whole Company Share.
THE CLOSING
Time and Place. The Closing of the transactions contemplated
by this Agreement shall be held not more than three (3) business days following
(a) satisfaction of all conditions precedent to the obligations of the parties
specified in this Agreement, unless duly waived by the party entitled to
satisfaction thereof. In any event, if the Closing has not occurred by
December 31, 2005, this Agreement may be terminated as provided in Section 12
below. The date on which the Closing is to be held is referred to herein as
the "Closing Date". The Closing shall be held at the offices of SGI, 6330
McLeod Dr., Suite 7, Las Vegas, NV 89120, at 10:00 a.m. on such date, or at
such other time and place as the parties may agree upon in writing.
Deliveries by the SGI Stockholders. At the Closing, each SGI
Stockholder shall deliver to the Company the following: (a) stock certificates
representing the number of SGI Shares set forth opposite the name of such SGI
Stockholder on Exhibit A hereto, duly endorsed or accompanied by stock powers
duly executed in blank and otherwise in form acceptable for transfer on the
books of SGI, and (b) an investment letter in the form attached hereto as
Exhibit B executed by such SGI Stockholders.
Deliveries by SGI. At the Closing, SGI shall deliver to the
Company the documents referred to in Section 9.1 hereof.
Deliveries by the Company. At the Closing, in addition to
the documents referred to in Section 9.2 hereof, the Company shall deliver to
the SGI Stockholders or their Agent (as defined in Section 14 below) a stock
certificate issued in the name of each SGI Stockholder representing the number
of Company Shares each SGI Stockholder is entitled to receive in accordance
with Section 1.2 above, and shall deliver to SGI the Company's minute book,
corporate seal and copies of all corporate and financial books and records.
3. INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF SGI STOCKHOLDERS
Each of the SGI Stockholders, severally but not jointly, represents
and warrants to the Company as follows:
3.1 Title. Such SGI Stockholder owns the number of SGI Shares
set forth opposite such stockholder's name on Exhibit A attached hereto
immediately prior to Closing, and shall transfer to the Company, at the
Closing, good and valid title to said number of SGI Shares, free and clear of
all restrictions on transfer (other than any restrictions under federal and
state securities laws), liens, claims, options, charges, pledges, security
interests, and encumbrances of every kind, character or description. Such SGI
Stockholder is not a party to any voting trust, proxy, or other agreement or
understanding with respect to the voting of any capital stock of SGI.
3.2 Valid and Binding Agreement. Such SGI Stockholder has the
full and unrestricted right, power and authority and capacity to execute and
deliver this Agreement and consummate the transactions contemplated herein.
This Agreement has been duly executed and delivered by such SGI Stockholder and
constitutes the valid and binding obligation of such SGI Stockholder,
enforceable in accordance with its terms.
3.3 Noncontravention. The execution and delivery of this
Agreement and consummation of the transactions contemplated hereby do not
violate or conflict with or constitute a default under any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which such SGI Stockholder is a party or by which such SGI Stockholder or such
SGI Stockholder's property is bound, or to the knowledge of such SGI
Stockholder any existing applicable law, rule, regulation, judgment, or court
order. Such SGI Stockholder is not and will not be required to give any notice
to or obtain any consent from any Person in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
herein.
3.4 Investment Representations. Such SGI Stockholder intends to
acquire the Company Shares for investment and not with a view to the public
distribution or resale thereof, and such SGI Stockholder shall confirm such
intention to the Company by delivering to the Company at the Closing an
investment letter in the form attached as Exhibit B hereto executed by such SGI
Stockholder. Such SGI Stockholder agrees that the Company may endorse on any
stock certificate for the Company Shares to be delivered pursuant to this
Agreement an appropriate legend referring to the provisions of the investment
letter attached as Exhibit B hereto, and that the Company may instruct its
transfer agent not to transfer any Company Shares unless advised by the Company
that such provisions have been complied with in full.
4. REPRESENTATIONS AND WARRANTIES OF SGI
SGI represents and warrants to the Company as follows:
4.1 Authority. SGI has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated herein. The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein have been duly authorized
and approved by all necessary corporate action on the part of SGI. This
Agreement has been duly executed and delivered by SGI and constitutes the valid
and binding obligation of SGI, enforceable in accordance with its terms.
4.2 Organization.
SGI is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada. SGI has the
corporate power and authority to carry on its business as presently conducted
and is qualified to do business as a foreign corporation in each jurisdiction
in which the failure to be so qualified would have a material adverse effect on
SGI or its business.
The copies of the Articles of Incorporation of SGI and
all amendments thereto, as certified by the Secretary of State of Nevada, and
the Bylaws of SGI and all amendments thereto, as certified by the Secretary of
SGI, which have heretofore been delivered to the Company, are complete and
correct copies of the Articles of Incorporation and Bylaws of SGI as amended
and in effect on the date hereof.
4.3 Capitalization.
The authorized capital stock of SGI consists of 100,000
shares of Common Stock, $0.001 par value. As of the Closing Date, there will be
76,500 shares of Common Stock of SGI issued and outstanding. All of the issued
and outstanding shares of common stock of SGI are duly authorized, validly
issued, fully paid and nonassessable, are not subject to preemptive rights
created by statute, SGI's Articles of Incorporation, including all amendments
thereto, or Bylaws or any agreement to which SGI is a party or by which it is
bound, and were offered and sold in compliance with applicable state and
federal securities laws.
There are no options, warrants, subscriptions, calls,
rights, commitments or agreements of any character to which SGI is a party or
by which it is bound obligating SGI to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock of SGI or
obligating SGI to grant, extend or enter into any such option, warrant,
subscription, call, right, commitment or agreement.
4.4 Equity Investments. Except as set forth in Schedule 4.4, SGI
has no subsidiaries and does not own any equity interest in any other
corporation or in any partnership, limited liability company or other form of
business entity.
4.5 Financial Statements. SGI has delivered to the Company
copies of its audited balance sheet for the period from inception to September
30, 2005 and the related audited statements of operations, changes in
stockholders' equity and cash flows for such period, together with appropriate
notes to such financial statements, and copies of its unaudited balance sheet
as of October 31, 2005 and the related unaudited statements of operations,
changes in stockholders' equity and cash flows for the one month period ended
October 31, 2005 (collectively, the "SGI Financial Statements"), copies of
which are attached hereto as Schedule 4.5. The SGI Financial Statements have
been prepared in accordance with generally accepted accounting principals
consistently applied, and present fairly the financial condition and results of
operations of SGI at the dates and for the periods covered by the SGI Financial
Statements, subject in the case of the unaudited portion of the SGI Financial
Statements to normal year-end audit adjustments, which will not be material,
and the absence of certain footnote disclosures.
4.6 Intellectual Property. SGI owns or has the right to use
pursuant to license, sublicense, agreement or permission all patents, patent
applications, trademarks, service marks, trade names, copyrights, computer
software (including data and related documentation), trade secrets, Internet
Websites, domain names and other proprietary rights and processes necessary for
its business as now conducted and as proposed to be conducted. To the best of
SGI's knowledge, the business as conducted and as proposed to be conducted by
SGI does not and will not cause SGI to infringe or violate any of the patents,
trademarks, service marks, trade names, copyrights, computer software,
licenses, trade secrets, domain names or other proprietary rights of any other
Person.
4.7 Litigation. Except as set forth on Schedule 4.7 attached
hereto, there is no claim, action, suit or proceeding, at law or in equity,
pending against SGI that might result, either in any case or in the aggregate,
in any material adverse change in the business, assets or financial condition
of SGI, nor is there any judgment, decree, injunction, order or writ of any
court, governmental authority or arbitrator outstanding against SGI having, or
which insofar as can be reasonably foreseen, in the future may have, any such
effect.
4.8 Compliance with Contracts. SGI is not in violation or
default of any material term or provision of any material agreement, contract,
lease, license or instrument to which SGI is a party or by which it or any of
its properties or assets are bound.
4.9 No Conflict. The execution and delivery of this Agreement and
the consummation of the transactions contemplated herein do not and will not
conflict with, or result in a breach of any term or provision of, or constitute
a default under or result in a violation of, the Articles of Incorporation or
Bylaws of SGI, as amended, or any material agreement, contract, lease, license
or instrument to which SGI is a party or by which it or any of its properties
or assets are bound.
4.10 Compliance with Applicable Law. SGI has, in all material
respects, complied with all laws, regulations and orders applicable to its
business, except in any case where the failure to comply would not have a
material adverse effect on SGI or its business, and SGI has all permits and
licenses required by such laws, regulations and orders.
4.11 Governmental Consent. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority is required
by or with respect to SGI in connection with the execution and delivery of this
Agreement or the consummation by SGI of the transactions contemplated herein.
4.12 Third Party Consent. SGI has obtained all consents required
to be obtained by SGI from third parties material to the business of SGI in
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein, other than such consents,
which if not obtained, would not have a material adverse effect on the Company
or its business.
4.13 Brokers or Finders. SGI has not incurred, and will not
incur, directly or indirectly, as a result of any action taken by SGI, any
liability for any brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement or any transaction
contemplated herein.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to SGI and the SGI Stockholders
as follows:
5.1 Authority. The Company has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated herein. The execution and delivery of this Agreement, the
consummation of the transactions contemplated herein, and the issuance of the
Company Shares in accordance with the terms hereof, has been duly authorized by
all necessary corporate action on the part of the Company. This Agreement has
been duly executed and delivered by the Company and constitutes the valid and
binding obligation of the Company, enforceable in accordance with its terms.
5.2 Organization.
(a)The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware. The
Company has the corporate power and authority to carry on its business as
presently conducted and is qualified to do business as a foreign corporation
and is in good standing under the laws of each state in which either the
ownership or use of the properties owned or used by it, or the nature of the
activities conducted by it, requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
business or financial condition of the Company.
(b) The copies of the Articles of Incorporation, and all
amendments thereto, of the Company, as certified by the Delaware Department of
State, and the Bylaws of the Company and all amendments thereto, as certified
by the Secretary of the Company, which have heretofore been delivered to SGI
for examination, are complete and correct copies of the Articles of
Incorporation and Bylaws of the Company as amended and in effect on the date
hereof. All minutes of meetings and actions in writing without a meeting of
the Board of Directors and stockholders of the Company are contained in the
minute book of the Company heretofore delivered to SGI for examination, and no
minutes or actions in writing without a meeting have been included in such
minute book since such delivery to SGI that have not also been delivered to
SGI. The minute book of the Company contains complete and accurate records of
all meetings and other corporate actions of its Board of Directors and
stockholders.
5.3 Capitalization.
(a)The authorized capital stock of the Company consists of
100,000,000 shares of common stock, par value $.001 per share; 25,000,000
shares of preferred stock, par value $0.001 per share. As of the date of this
Agreement, 95,229 shares of common stock of the Company are issued and
outstanding and no shares of preferred stock of the Company are issued and
outstanding. As of the Closing Date, there will be 95,229 shares of common
stock issued and outstanding, and no shares of preferred stock issued and
outstanding. All of the issued and outstanding shares of common stock of the
Company are duly authorized, validly issued, fully paid and nonassessable, are
not subject to preemptive rights created by statute, the Company's Articles of
Incorporation or Bylaws, as amended, or any agreement to which the Company is a
party or by which it is bound, and were offered and sold in compliance with
applicable state and federal securities laws.
(b)There are no outstanding options, warrants,
subscriptions, calls, rights, demands, commitments, convertible securities or
other agreements or arrangements of any character or kind whatsoever to which
the Company is a party or by which it is bound obligating the Company to issue,
deliver or sell, or cause to be issued, sold or delivered, additional shares of
capital stock of the Company or obligating the Company to grant, extend or
enter into any such option, warrant, subscription, call, right, demand,
commitment, convertible security or other agreement.
(c)The Company Shares to be sold to the SGI Stockholders,
when issued and delivered in accordance with the terms of this Agreement, will
be duly authorized, validly issued, fully paid and nonassessable.
5.4 Equity Investments.
(a) As of the date hereof, the Company has no subsidiaries
and does not own any capital stock or have any interest in any other
corporation or in any partnership, limited liability company or other form of
business entity, except as set forth on Schedule 5.4 attached hereto.
(b) As of the date of Closing, the Company will not have
any subsidiaries and will not own any capital stock or have any interest in any
of the entities described on Schedule 5.4 attached hereto or in any other
corporation, partnership or other form of business entity.
5.5 Financial Statements.
(a) The Company has delivered to SGI copies of its audited
balance sheet for the fiscal years ended December 31, 2003 and 2004 and the
related audited statements of operations, changes in stockholders' equity and
cash flows for the fiscal years ended December 31, 2003 and 2004, together with
appropriate notes to such financial statements, and copies of its unaudited
balance sheet as of September 30, 2005 (the "Company Balance Sheet") and the
related unaudited statements of operations, changes in stockholders' equity and
cash flows for the quarterly period ended September 30, 2005 (collectively, the
"Company Financial Statements"). A copy of the Company's audited financial
statements delivered to SGI pursuant to this Section 5.5 is included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003 and 2004, filed by the Company with the Securities and Exchange Commission
("SEC"), and a copy of the Company's unaudited financial statements delivered
to SGI pursuant to this Section 5.5 is included in the Company's Quarterly
Report on Form 10-QSB for the quarterly period ended September 30, 2005 as
filed by the Company with the SEC. The Company's Financial Statements have been
prepared in accordance with generally accepted accounting principles
consistently applied, and present fairly the financial condition and results of
operations of the Company at the dates and for the periods covered by the
Company's Financial Statements.
(b) The books and records, financial and otherwise, of the
Company are in all material respects complete and correct and have been
maintained in accordance with sound business and bookkeeping practices so as to
accurately and fairly reflect, in reasonable detail, the transactions and
dispositions of the assets of the Company.
5.6 Absence of Liabilities.
(a)As of the date hereof, the Company does not have any
material debts, liabilities or obligations, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that are not set
otherwise set forth in the Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2005.
(b)As of the Closing Date, the Company will not have any
material debts, liabilities or obligations of any kind, whether accrued,
absolute, contingent or otherwise, and whether due or to become due, that are
not set otherwise set forth in the Company's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2005.
5.7 Absence of Certain Changes or Events. Since the date of the
Company Balance Sheet, the Company has not:
(a) Conducted any business or engaged in any activities
other than activities related to the negotiation and execution of this
Agreement;
(b) Declared or made any payment of dividends or other
distributions to its stockholders or upon or in respect of any shares of its
capital stock or purchased, or obligated itself to purchase, retire or redeem,
any shares of its capital stock or other securities;
(c) Issued or sold or agreed to issue or sell any shares of
its capital stock or other securities, or issued, granted or sold or agreed to
issue, grant or sell, any options rights or warrants with respect thereto;
(d) Amended its Articles of Incorporation or Bylaws;
(e) Entered into or become bound by or agreed to enter into
or become bound by any contract, instrument, lease, license, agreement,
transaction, commitment or undertaking;
(f) Borrowed or agreed to borrow any funds; incurred or
agreed to incur or become subject to any debts, liabilities or obligations of
any kind whatsoever; subjected or agreed to subject any of the assets or
properties of the Company to any lien, security interest, charge, interest or
other encumbrance or suffered such to be imposed; or guaranteed or agreed to
guarantee the debts or obligations of others; or
(g) Paid or made any accrual or arrangement for payment of
compensation of any kind to any of its past or present directors, officers or
employees.
5.8 Assets. The Company does not own or have any interest in any
assets or properties.
5.9 Tax Returns. Within the times and in the manner prescribed by
law, the Company has filed all federal, state, and local tax returns required
by law and has paid in full all taxes, including, without limitation, all net
income, gross receipts, sales, use, withholding, payroll, employment, social
security, unemployment, excise and property taxes, plus applicable penalties
and interest thereon (all such items are collectively referred to as "Taxes")
due to, or claimed to be due by, any governmental authority. The Company
Balance Sheet fully accrues all current and deferred Taxes. The Company has
not been delinquent in the payment of any Taxes and has no tax deficiency or
claim outstanding, proposed or assessed against it, and there is no basis for
any such deficiency or claim. As of the Closing Date, the Company will not
have any liability for Taxes.
5.10 Litigation. There is no claim, action, suit, proceeding or
investigation, at law or in equity, pending or threatened against the Company
or involving, affecting or relating to any of its properties or assets, nor is
there any judgment, decree, injunction, order or writ of any court,
governmental authority or arbitrator outstanding against the Company or any of
its property or assets which would have a material adverse effect on the
Company.
5.11 Compliance with Applicable Law. The Company has complied
with all laws, regulations and orders applicable to its business and has all
permits and licenses required thereby.
5.12 Contracts and Agreements. Except as set forth on Schedule
5.12 attached hereto, the Company is not a party to or bound by nor are any of
its properties and assets subject to or bound by any contract, instrument,
lease, license, agreement, guaranty, commitment or other arrangement.
5.13 Employees; Employee Plans. Except as set forth on Schedule
5.13 attached hereto, the Company does not have any employees, consultants or
advisors and is not a party to or bound by any employment, consulting, or
retainer agreement, or any profit-sharing, deferred compensation, bonus,
savings, stock option, stock bonus, stock purchase, severance, benefit,
retirement, disability, insurance, vacation or any other similar employee
benefit plans, funds, programs, agreements or arrangements which cover, are
maintained for the benefit of, or related to any or all current or former
employees, officers or directors of the Company.
5.14 No Conflict. The execution and delivery of this Agreement
and the consummation of the transactions contemplated herein do not and will
not conflict with or result in a breach of any term or provision of, constitute
a default under or result in a violation of, the Articles of Incorporation or
Bylaws of the Company, as amended, or any agreement, contract, lease, license,
or instrument to which the Company is a party or by which it or any of its
properties or assets are bound.
5.15 Third Party Consent. The Company has obtained or prior to
the Closing will obtain all consents required to be obtained by the Company
from third parties in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this
Agreement.
5.16 Governmental Consent. Except as set forth on Schedule 5.17
attached hereto, the Company is not required to submit any notice, report,
statement, or other filing with and no consent, approval, order or
authorization by any court, administrative agency or commission or other
governmental authority is required to be obtained by the Company in connection
with the execution and delivery of this Agreement and the sale and issuance of
the Company Shares pursuant hereto, other than (a) an Information Statement on
Schedule 14C to be filed with the SEC in accordance with Section 14 of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder, (b) such filings as may be required to be
made under Federal and applicable state securities laws after the issuance of
the Company Shares, and (c) the filing of a Certificate of Amendment to its
Articles of Incorporation with the Secretary of State of Delaware in accordance
with applicable provisions of the Delaware General Corporation Law in order to
effect the name change reference in Section 8.5 hereof.
5.17 Stockholder List. A complete and accurate list of the
stockholders of record of the Company as of October 31, 2005, which stockholder
list accurately reflects the number of outstanding shares of the Company's
stock and the number of such shares which bear a restrictive legend or are
subject to stop transfer orders or other restrictions on transfer, has been
delivered to SGI.
5.18 Registration Rights. No Person has demand or other rights to
cause the Company to file any registration statement under the Securities Act
of 1933, as amended (the "Act") relating to any securities of the Company or
any right to participate in any such registration statement.
5.19 Compliance with Securities Laws.
(a) All reports required to be filed by the Company with
the Securities and Exchange Commission (collectively, the "Reports") have been
properly filed and fully comply with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder with respect to such Reports. The information contained
in the Reports fairly presents, in all material respects, the financial
condition and results of operations of the Company. None of the filed Reports
contain any untrue statement of a material fact, or fail to state any material
fact required to be stated therein or necessary to make the statements made
therein not misleading.
(b) No formal or informal investigation or examination
by the SEC or by the securities administrator of any state is pending or
threatened against the Company.
(c) The Company has not been convicted of any felony or
misdemeanor in connection with the purchase and sale of any security or
involving the making of any false filing with the SEC.
(d) The Company is not subject to any order, judgment or
decree of any court of competent jurisdiction, temporarily or preliminarily
restraining or enjoining, or subject to any order, judgment or decree of any
court of competent jurisdiction, permanently restraining or enjoining, the
Company from engaging in or continuing any conduct or practice in connection
with the purchase or sale of any security or involving the making of any false
filing with the SEC.
5.20 Investment Company. The Company is not required to be
registered as an investment company under the Investment Company Act of 1940,
as amended, and neither the Company nor its officers or directors are required
to be registered as investment advisors under the Investment Advisor Act of
1940, as amended.
6. COVENANTS RELATING TO CONDUCT OF BUSINESS OF SGI
During the period from the date of this Agreement and continuing
until the Closing, SGI agrees (except to the extent that the Company shall
otherwise consent in writing) that:
6.1 Ordinary Course. SGI shall carry on its business in the
usual and ordinary course, in substantially the same manner as heretofore
conducted.
7. COVENANTS RELATING TO CONDUCT OF BUSINESS OF THE
COMPANY
During the period from the date of this Agreement and continuing
until the Closing, the Company agrees (except as expressly contemplated by this
Agreement or to the extent that SGI shall otherwise consent in writing) that:
7.1 Ordinary Course. The Company shall not conduct any business
or engage in any activities other than activities related to the closing of the
transactions contemplated by this Agreement.
7.2 Dividends or Other Distributions. The Company shall not and
shall not propose to (i) declare or pay any dividends on or make other
distributions to its stockholders or upon or in respect of any shares of its
capital stock, or (ii) purchase or obligate itself to purchase, retire or
redeem any shares of its capital stock or other securities.
7.3 Issuance of Securities. The Company shall not issue, deliver
or sell or authorize or agree to issue, deliver or sell any shares of its
capital stock or other securities, or issue, grant or sell, or agree to issue,
grant or sell, any options, rights or warrants with respect thereto.
7.4 Governing Documents. The Company shall not amend its
Articles of Incorporation, except to effect the name change referred to in
Section 8.5 of this Agreement, or amend its Bylaws.
7.5 No Contracts or Undertakings. The Company shall not enter
into or become bound by or agree to enter into or become bound by any contract,
instrument, lease, license, agreement, transaction, commitment or undertaking.
7.6 No Obligations or Liabilities. The Company shall not borrow
or agree to borrow any funds or incur or agree to incur or become subject to
any debts, obligations or liabilities of any kind whatsoever, except
obligations for legal fees, accounting fees and other fees, costs and expenses
incurred in connection with the negotiation and execution of this Agreement and
the consummation of the transactions contemplated herein (the "Permitted
Obligations"), provided that all such Permitted Obligations are fully paid or
otherwise satisfied or discharged by the Company within sixty (60) days
following the Closing Date.
7.7 No Liens or Guarantees. The Company shall not subject or
agree to subject any of the assets or properties of the Company to any lien,
security interest, charge, interest or other encumbrance of any kind or suffer
such to be imposed, or guarantee or agree to guarantee the debts or obligations
of others.
7.8 No Compensation Payments. The Company shall not pay or make
any accrual or arrangement for payment of compensation of any kind to any of
its past or present directors, officers or employees outside of the ordinary
course and scope of its business.
8. ADDITIONAL AGREEMENTS
8.1 Access to Information.
SGI shall afford to the Company and shall cause its
independent accountants to afford to the Company, and its accountants, counsel
and other representatives, reasonable access during normal business hours
during the period prior to the Closing to all information concerning SGI, as
the Company may reasonably request, provided that SGI shall not be required to
disclose any information which it is legally required to keep confidential.
The Company will not use such information for purposes other than this
Agreement and will otherwise hold such information in confidence (and the
Company will cause its consultants and advisors also to hold such information
in confidence) until such time as such information otherwise becomes publicly
available, and in the event of termination of this Agreement for any reason the
Company shall promptly return, or cause to be returned, to the disclosing party
all documents obtained from SGI, and any copies made of such documents,
extracts and copies thereof.
The Company shall afford to SGI and the SGI
Stockholders and shall cause its independent accountants to afford to SGI and
the SGI Stockholders, and their accountants, counsel and other representatives,
reasonable access during normal business hours during the period prior to the
Closing to all of the Company's properties, books, contracts, commitments and
records and to the audit work papers and other records of the Company's
independent accountants. During such period, the Company shall use reasonable
efforts to furnish promptly to SGI and the SGI Stockholders such information
concerning the Company as SGI and the SGI Stockholders may reasonably request,
provided that the Company shall not be required to disclose any information
which it is legally required to keep confidential. SGI and the SGI
Stockholders will not use such information for purposes other than this
Agreement and will otherwise hold such information in confidence (and SGI and
the SGI Stockholders will cause their respective consultants and advisors also
to hold such information in confidence) until such time as such information
otherwise becomes publicly available, and in the event of termination of this
Agreement for any reason SGI and the SGI Stockholders shall promptly return, or
cause to be returned, to the disclosing party all documents obtained from the
Company, and any copies made of such documents, extracts and copies thereof.
8.2 Communications. Between the date hereof and the Closing
Date, neither SGI nor the Company will, without the prior written approval of
the other party, furnish any communication to the public if the subject matter
thereof relates to the other party or to the transactions contemplated by this
Agreement, except as may be necessary, in the opinion of their respective
counsel, to comply with the requirements of any law, governmental order or
regulation.
8.3 Securities Laws. The Company shall take such actions as may
be necessary to comply with the Federal securities laws and the securities laws
of all states which are applicable in connection with the issuance of the
Company Shares, the Company Options and the Company Warrants to the SGI
Stockholders, the SGI Option Holders and the SGI Warrant Holders, respectively,
pursuant to this Agreement.
8.4 Reserved.
8.5 Name Change. At the Closing, the Company's Board of Directors
and the holders of a majority of the Company's issued and outstanding common
stock shall duly and lawfully authorize and approve, subject to and contingent
upon consummation of the transactions contemplated by this Agreement, an
amendment to the Company's Articles of Incorporation to change the name of the
Company to Strategic Gaming Investments, Inc.
8.6 Meeting of Stockholders. Prior to the Closing, the Company
shall obtain the written consent of a majority of its stockholders for the
purpose of (a) approving this Agreement and (b) approving an amendment to the
Company's Articles of Incorporation which have been authorized and approved by
the Company's Board of Directors to (i) change the name of the Company to
Strategic Gaming Investments, Inc. after the consummation of the transactions
contemplated by this Agreement. All actions taken in connection with the
foregoing shall be made in full compliance with all applicable provisions of
the Delaware General Corporation Law and all applicable provisions of the
Federal securities laws, including, without limitation, Section 14 of the
Exchange Act, and the rules and regulations promulgated thereunder.
8.7 Reserved.
9. CONDITIONS PRECEDENT
9.1 Conditions to Obligations of the Company. The obligations of
the Company to consummate the transactions contemplated by this Agreement are
subject to the satisfaction on or before the date of Closing of the following
conditions, unless waived by the Company:
(a) List of SGI Stockholders. SGI shall have delivered to
the Company for attachment as Exhibit A to this Agreement a true and correct
copy of a list of the SGI Stockholders who are parties to this Agreement and
the number of SGI Shares owned by each such Stockholder, and the total number
of SGI Shares set forth opposite the names of all of the Stockholders listed on
Exhibit A shall constitute 100% of the total number of issued and outstanding
shares of Common Stock of SGI immediately prior to the Closing.
(b) Minimum Number of SGI Shares. SGI Stockholders
holding 100% of the issued and outstanding shares of Common Stock of SGI shall
have executed and delivered a copy of this Agreement and shall have delivered
to the Company the stock certificates and investment letters referred to in
Section 2.2 above.
(c) Representations and Warranties of the SGI Stockholders.
The representations and warranties of the SGI Stockholders set forth in Article
3 of this Agreement shall be true and correct in all material respects as of
the date of this Agreement and on the date of the Closing.
(d) Representations and Warranties of SGI. The
representations and warranties of SGI set forth in Article 4 of this Agreement
shall be true and correct in all material respects as of the date of this
Agreement and on the date of Closing, and the Company shall have received a
certificate to such effect signed by the chief executive officer of SGI.
(e) Additional Closing Documents. The Company shall have
received the following documents and instruments:
Certified resolutions of the SGI Board of
Directors authorizing the execution and delivery of this Agreement and the
performance by SGI of its obligations hereunder, including written consent from
100% of the SGI Stockholders; and
Such other documents and instruments as are
required to be delivered pursuant to the provisions of this Agreement or
otherwise reasonably requested by the Company.
9.2 Conditions to Obligations of SGI and the SGI Stockholders.
The obligations of SGI and the SGI Stockholders to consummate the transactions
contemplated by this Agreement are subject to the satisfaction on or before the
Closing Date of the following conditions unless waived by SGI and the SGI
Stockholders or their Agent:
(a) Representations and Warranties of the Company. The
representations and warranties of the Company set forth in Article 5 of this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and on the Closing Date, and SGI and the SGI Stockholders shall
have received a certificate to such effect signed by the chief executive
officer of the Company.
(b) Performance of Obligations of the Company. The Company
shall have performed in all material respects all obligations required to be
performed by it under this Agreement prior to the Closing Date, and SGI and the
SGI Stockholders shall have received a certificate to such effect signed by the
chief executive officer of the Company.
(c) Change of Name. The Company's Board of Directors and
stockholders shall have duly authorized and approved, in accordance with the
Delaware General Corporation Law and Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder, an amendment to the Company's
Articles of Incorporation to change the name of the Company to Strategic Gaming
Investments, Inc.
(d) Opinion of Counsel. The Company shall have delivered
to SGI and the SGI Stockholders an opinion of its counsel dated the Closing
Date on the matters set forth on Schedule 9.2(d) attached hereto.
(e) Additional Closing Documents. SGI shall have received
the following documents and instruments:
(1) Certified resolutions of the Company's Board of
Directors (a) authorizing the execution and delivery of this Agreement and the
performance by the Company of its obligations hereunder, (b) authorizing an
amendment to the Company's Articles of Incorporation to change the Company's
name in accordance with Section 9.2(c) above;
(2) Certified resolutions of the Company's
stockholders approving an amendment to the Company's Articles of Incorporation
to (i) to change the name of the Company in accordance with Section 9.2(c)
above;
(3) A certificate of good standing of the Company
from the Delaware Department of State dated as of the most recent practicable
date;
(4) A list of the Company's stockholders as of a date
within two days of Closing certified by the Company's stock transfer agent; and
(5) Such other documents and instruments as are
required to be delivered pursuant to the provisions of this Agreement or
otherwise reasonably requested by SGI.
(f) Minimum Number of SGI Shares. SGI Stockholders holding
100% of the issued and outstanding common stock of SGI shall have executed and
delivered a copy of this Agreement and shall have delivered to the Company the
stock certificates and investment letters referred to in Section 2.2 above.
10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
10.1 Survival of Representations and Warranties. The
representations and warranties contained herein shall survive the Closing, but
shall expire on the first anniversary date following the date of Closing,
unless a specific claim in writing with respect to these matters shall have
been made, or any action at law or in equity shall have been commenced or filed
before such anniversary date. Any investigations made by or on behalf of any
of the parties prior to the date of Closing shall not affect any of the
parties' obligations hereunder. Completion of the transactions contemplated
herein shall not be deemed or construed to be a waiver of any right or remedy
of any of the parties.
11. INDEMNIFICATION
11.1 Indemnification. The Company agrees to indemnify, defend and
hold harmless SGI and the SGI Stockholders from and against any and all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, costs and expenses, including interest, penalties and reasonable
attorneys' fees and expenses (collectively "Damages") asserted against,
resulting to, imposed upon or incurred by SGI or the SGI Stockholders, directly
or indirectly, by reason of or resulting from (i) any breach by the Company of
this Agreement, or (ii) any inaccuracy in or breach of any of the
representations, warranties, covenants or agreements made by the Company in
this Agreement.
11.2 Limitation. The liability of the Company pursuant to this
Section 11 shall be limited to claims for damages made by SGI or the SGI
Stockholders in writing within one (1) year after the date of this Agreement
or, with respect to claims relative to tax liabilities for periods ending on or
prior to the date of this Agreement, within the period of any applicable
statute of limitations.
11.3 Claims. In the event that SGI or the SGI Stockholders
(hereinafter collectively referred to as the "Indemnified Party") shall
reasonably believe that it has a claim for Damages ("Claim"), it shall give
prompt notice in accordance herewith to the Company (the "Indemnifying Party")
of the nature and extent of such Claim and the Damages incurred by it. If the
Damages are liquidated in amount, the notice shall so state, and such amount
shall be deemed the amount of such Claim of the Indemnified Party against the
Indemnifying Party. If the amount is not liquidated, the notice shall so state
and, in such event, such Claim shall be deemed asserted against the
Indemnifying Party but no payment or satisfaction shall be made on account
thereof until the amount of such claim is liquidated.
If the Indemnifying Party shall not, within thirty (30) days after
the giving of such notice by the Indemnified Party, notify the Indemnified
Party in accordance herewith that the Indemnifying Party disputes the right of
the Indemnified Party to indemnity in respect of such Claim, then any such
Claim shall be paid or satisfied as follows: (i) if said Claim is liquidated,
then payment of such Claim to the Indemnified Party shall be made by the
Indemnifying Party at the end of such period; or (ii) if the amount of such
Claim is unliquidated at the time notice is originally given to the
Indemnifying Party, the Indemnified Party shall give a second notice to the
Indemnifying Party when the liquidated amount of such Claim is known and,
unless the Indemnifying Party shall object in writing to such amount (as
opposed to the Claim itself, as to which the right to dispute had expired)
within twenty (20) days after the giving of said second notice, payment of such
Claim to the Indemnified Party shall be made by the Indemnifying Party.
If the Indemnifying Party shall not have made payment to the
Indemnified Party of any Claim when said payment is due, then the Indemnified
Party shall have the right to take any and all actions required to collect from
the Indemnifying Party the amount of such Claim.
Any portion of the amount of Damages asserted by the Indemnified
Party in connection with a Claim shall, if not objected to by the Indemnifying
Party in accordance with the procedures established herein, be considered to be
subject to satisfaction without further objection, as may be appropriate.
If the Indemnifying Party shall notify the Indemnified Party that
the Indemnifying Party disputes any Claim or the amount thereof (which notice
shall only be given if the Indemnifying Party has a good faith belief that the
Indemnified Party is not entitled to indemnity or the full amount of indemnity
as claimed) then the parties hereto shall endeavor to settle and compromise
such Claim, or may agree to submit the same to arbitration, and, if unable to
agree on any settlement or compromise or on submission to arbitration, such
claim shall be settled by appropriate litigation, and any liability and the
amount of the Damages established by reason of such settlement, compromise,
arbitration or litigation, or incurred as a result thereof, shall be paid and
satisfied as provided herein.
11.4 Conditions of Indemnification with Respect to Third Party
Claims. The Indemnified Party shall promptly give notice to the Indemnifying
Party of any claim of a third party which may reasonably be expected to result
in a Claim by the Indemnified Party. The Indemnifying Party shall have the
right to participate in and, with respect to a third party Claim as to which
the Indemnifying is "wholly at risk," direct the defense, compromise or
settlement of such claim with counsel selected by the Indemnifying Party,
provided the Indemnifying Party gives written notice to the Indemnified Party
of the Indemnifying Party's election to do so within thirty (30) days after
receipt of notice in accordance with the preceding sentence. For the purposes
of this Section 11.4, the Indemnifying Party shall be deemed to be "wholly at
risk" except as to (i) Claims as to which the Indemnified Party may have any
direct monetary risk for which it is not fully indemnified by the terms hereof
or (ii) Claims as to which the Indemnified Party in its reasonable judgment has
any risk or liability for which compensation by monetary damages would not be
adequate. If the Indemnifying Party fails to so notify the Indemnified Party
of its election to defend any such third party claim, the Indemnified Party
will (upon further notice to the Indemnifying Party) have the right to
undertake the defense, compromise or settlement of such claim on behalf of and
for the account and expense of the Indemnifying Party, subject to the right of
the Indemnifying Party to assume the defense of such claim at any time prior to
settlement, compromise or final determination thereof.
If the proceeding involves matters as to which the Indemnifying
Party is not "wholly at risk," then the defense, compromise or settlement of
the Claim shall be the responsibility of the Indemnified Party, but such
defense, compromise and settlement by the Indemnified Party shall be for the
expense and account of the Indemnifying Party. Counsel for the Indemnifying
Party shall consult and cooperate at all times with counsel for the Indemnified
Party in defending against any such third party claim.
The Indemnifying Party shall not under any circumstances, without
the written consent of the Indemnified Party, settle or compromise any claim or
consent to the entry of any judgment which does not include as an unconditional
term thereof the giving by the claimant or the plaintiff to the Indemnified
Party a release from all liability in respect of such claim.
12. TERMINATION
12.1 Termination. This Agreement may be terminated at any time
prior to the Closing Date:
(a) by mutual written consent of the Company, SGI and the
SGI Stockholders or their Agent;
(b) by the Company if there has been a material breach of
any representation, warranty, covenant or agreement contained in this Agreement
by SGI or the SGI Stockholders;
(c) by SGI and the SGI Stockholders or their Agent if there
has been a material breach of any representation, warranty, covenant or
agreement contained in this Agreement by the Company; or
(d) by either the Company or SGI and the SGI Stockholders
or their Agent if the Closing shall not have occurred by December 31, 2005, or
such later date as shall have been approved by the Company, SGI and the SGI
Stockholders or their Agent.
12.2 Effect of Termination. Termination of this Agreement in
accordance with Section 12.1 may be effected by written notice from either the
Company or SGI and the SGI Stockholders or their Agent, as appropriate,
specifying the reasons for termination and shall not subject the terminating
party to any liability for any valid termination.
13. MISCELLANEOUS
13.1 Tax Treatment. The transaction contemplated herein is
intended to qualify as a "tax-free" reorganization under the provisions of
Section 368 of the Internal Revenue Code of 1986, as amended. The Company, SGI
and the SGI Stockholders acknowledge, however, that no party hereto has made
any representation or warranty to the other with respect to the treatment of
such transaction or the effect thereof under applicable tax laws, regulations,
or interpretations; and that no attorney's opinion or private revenue ruling
has been obtained with respect to the effects thereof under the Internal
Revenue Code of 1986, as amended.
13.2 Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party
may reasonably request in order to consummate more effectively the transactions
contemplated hereby.
13.3 Attorney's Fees and Expenses. If any legal action or any
arbitration or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.
13.4 Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of
the parties hereto.
13.5 Entire Agreement; Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
representations, warranties or covenants other than those expressly set forth
herein or therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Agreement may be amended only by a written instrument duly executed by the
parties or their respective successors or assigns.
13.6 Headings. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
13.7 Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person, persons, entity or entities may require.
13.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Facsimile transmission
of any signed original document and/or retransmissions of any signed facsimile
transmission will be deemed the same as delivery of an original. At the
request of any party, the parties will confirm facsimile transmission by
signing a duplicate original document.
13.9 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
13.10 Person. For purposes of this Agreement, the term "Person"
shall mean any individual, corporation, partnership, joint venture or other
business enterprise or entity and any governmental agency, federal, state or
local.
13.11 Notices. Any and all notices, demands or other
communications required or desired to be given hereunder by any party shall be
in writing and shall be validly given or made to another party if given by
personal delivery, telex, facsimile, telegram or if deposited in the United
States mail, certified or registered, postage prepaid, return receipt
requested. If such notice, demand or other communication is given by personal
delivery, telex, facsimile or telegram, service shall be conclusively deemed
made at the time of receipt. If such notice, demand or other communication is
given by mail, such notice shall be conclusively deemed given forty-eight (48)
hours after the deposit thereof in the United States mail addressed to the
party to whom such notice, demand or other communication is to be given as
hereinafter set forth:
If to SGI: At the address set forth below its name on
the signature page of this Agreement.
If to the SGI Stockholders: At the addresses set forth below SGI on
Exhibit A attached hereto.
If to the Company: At the address set forth below its name on
the signature page of this Agreement.
13.12 Payment of Expenses.
(a) The Company shall pay for all of its own legal fees,
accounting fees and all other fees, costs and expenses incurred in connection
with the negotiation and execution of this Agreement and the consummation of
the transactions contemplated herein.
(b) SGI shall pay for all of its own legal fees, accounting
fees and all other fees, costs and expenses incurred in connection with the
negotiation and execution of this Agreement and the consummation of the
transactions contemplated herein.
13.13 Waiver. Any term or condition of this Agreement may be
waived at any time by the party that is entitled to the benefit thereof, but no
such waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto as of the date first above written.
COMPANY
Left Right Marketing Technology, Inc.,
a Delaware corporation
By: /s Lawrence S. Schroeder
-----------------------------
Lawrence S. Schroeder
Chief Executive
Officer and President
Address: 585 West 500 South, #180
Bountiful, UT 84010
SGI
Strategic Gaming Investments, Inc.,
a Nevada corporation
By: /s/ Jason F. Griffith
--------------------------
Name: Jason F. Griffith
Its: Secretary
Address: 6330 McLeod Dr., Suite 7
Las Vegas, NV 89120
SGI STOCKHOLDERS
By: /s/ Donald R. Beck
-----------------------
Donald R. Beck
By: /s/ Jason F. Griffith
-------------------------
Jason F. Griffith
By: /s/ Benjamin Magee
----------------------
Benjamin Magee
By: /s/ Anthony Marsiglia
-------------------------
Anthony Marsiglia
By: /s/ John Padon
------------------
John Padon
By: /s/ S. Matthew Schultz
--------------------------
S. Matthew Schultz
By: /s/ Lawrence S. Schroeder
-----------------------------
Lawrence S. Schroeder
EXHIBIT A
LIST OF SGI STOCKHOLDERS
PERCENTAGE NO. OF COMPANY SHARES
NAME OF STOCKHOLDER ADDRESS NO. OF SHARES HOLDINGS ISSUABLE UPON EXCHANGE
HELD IN SGI OF SGI OF SGI SHARES
- --------------------- ------------------------ ------------- ---------- ----------------------
Lawrence S. Schroeder 6600 Amelia Earheart Ct. 34,000 44.4% 3,400,000
Suite B
Las Vegas, NV 89119
- --------------------- ------------------------ ------------- ---------- ----------------------
S. Matthew Schultz 585 West 500 South 30,000 39.2% 3,000,000
Suite 180
Bountiful, UT 84010
- --------------------- ------------------------ ------------- ---------- ----------------------
Jason F. Griffith 6330 McLeod Dr. 7,500 9.8% 750,000
Suite 7
Las Vegas, NV 89120
- --------------------- ------------------------ ------------- ---------- ----------------------
Anthony Marsiglia 6600 Amelia Earheart Ct. 2,500 3.3% 250,000
Suite B
Las Vegas, NV 89119
- --------------------- ------------------------ ------------- ---------- ----------------------
Donald Beck 6600 Amelia Earheart Ct. 1,000 1.3% 100,000
Suite B
Las Vegas, NV 89119
- --------------------- ------------------------ ------------- ---------- ----------------------
Benjamin Magee 6600 Amelia Earheart Ct. 750 1.0% 75,000
Suite B
Las Vegas, NV 89119
- --------------------- ------------------------ ------------- ---------- ----------------------
Patrick Williams 6600 Amelia Earheart Ct. 500 0.7% 50,000
Suite B
Las Vegas, NV 89119
- --------------------- ------------------------ ------------- ---------- ----------------------
John Padon 6600 Amelia Earheart Ct. 250 0.3% 25,000
Suite B
Las Vegas, NV 89119
- --------------------- ------------------------ ------------- ---------- ----------------------
TOTAL 76,500 100.0% 7,650,000
EXHIBIT B
INVESTMENT LETTER
Left Right Marketing Technology, Inc.
585 South 500 West
Bountiful, UT 84010
Re: LRMK & SGI Transaction
Ladies and Gentlemen:
In connection with the issuance to the undersigned of shares of common
stock (the "Shares") of Left Right Marketing Technology, Inc., a Delaware
corporation (the "Company"), pursuant to that certain Agreement and Plan of
Reorganization among the Company, Strategic Gaming Investments, Inc., a Nevada
corporation ("SGI") and the stockholders of SGI (the "Exchange Agreement"), the
undersigned stockholder of SGI ("SGI Stockholder") hereby represents, warrants
and covenants to the Company that:
1. SGI Stockholder either (a) is an accredited investor within the
meaning of Rule 501(a) under the Securities Act of 1933 (the "Securities Act"),
or (b) has such business or financial experience that SGI Stockholder has the
capacity to protect SGI Stockholder's interests in connection with the
acquisition of the Shares.
2. SGI Stockholder has received and reviewed the Exchange Agreement
and all other information SGI Stockholder considers necessary or appropriate
for deciding whether to acquire the Shares. SGI Stockholder further represents
that SGI Stockholder has had an opportunity to ask questions and receive
answers from the Company and its officers and directors regarding the business,
financial affairs and other aspects of the Company and has further had the
opportunity to obtain any information (to the extent the Company possesses or
can acquire such information without unreasonable effort or expense) which SGI
Stockholder deems necessary to evaluate the investment and to verify the
accuracy of information otherwise provided to SGI Stockholder.
3. SGI Stockholder acknowledges that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"), or
qualified under the securities laws of any state, in reliance, in part, on the
representations and warranties herein. Such Shares are being acquired by SGI
Stockholder for investment purposes for SGI Stockholder's own account only and
not for sale or with a view to distribution of all or any part of such Shares.
No other person will have any direct or indirect beneficial interest in the
Shares.
4. SGI Stockholder understands (a) that the Shares have not been
registered or qualified under the Securities Act or any state securities or
"Blue Sky" laws, on the ground that the offer and sale of the Shares pursuant
to the Exchange Agreement is exempt from registration and qualification under
Section 4(2) of the Securities Act and/or SEC Rule 506 and Section 18 of the
Securities Act, (b) that the Shares are "restricted securities" as such term is
defined in Rule 144 under the Securities Act, and (c) that under such laws and
applicable regulations such securities may be resold without registration under
the Act only in certain limited circumstances and that otherwise such
securities must be held indefinitely. In this connection, SGI Stockholder
represents that SGI Stockholder understands the resale limitations imposed by
the Securities Act and is familiar with SEC Rule 144, as presently in effect,
and the conditions which must be met in order for that Rule to be available for
resale of "restricted securities," including the requirement that the
securities must be held for at least one year after purchase thereof from the
Company prior to resale (two years in the absence of publicly available
information about the Company) and the condition that there be available to the
public current information about the Company under certain circumstances.
5. Without in any way limiting the representations set forth above,
SGI Stockholder further agrees not to make any disposition of all or any
portion of the Shares unless and until:
(a) There is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement and any applicable requirements
of state securities laws; or
(b) (i) SGI Stockholder shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii)
if reasonably requested by the Company, SGI Stockholder shall have furnished
the Company with a written opinion of counsel, reasonably satisfactory to the
Company, that such disposition will not require registration of any securities
under the Securities Act or the consent of or a permit from appropriate
authorities under any applicable state securities law. SGI Stockholder
understands that the Company will not require opinions of counsel for
transactions made pursuant to SEC Rule 144, provided it is furnished with all
certificates and other information it may reasonably request to permit it to
determine that the subject disposition is, in fact, exempt from the
registration requirements of the Act pursuant to SEC Rule 144.
(c) In the case of any disposition of any of the Shares pursuant
to SEC Rule 144, in addition to the matters set forth in paragraph 5(b) above,
SGI Stockholder shall promptly forward to the Company a copy of any Form 144
filed with the SEC with respect to such disposition and a letter from the
executing broker satisfactory to the Company evidencing compliance with SEC
Rule 144. If SEC Rule 144 is amended or if the SEC's interpretations thereof
in effect at the time of any such disposition by SGI Stockholder have changed
from its present interpretations thereof, SGI Stockholder shall provide the
Company with such additional documents as it may reasonably require.
6. SGI Stockholder understands that the certificates evidencing the
Shares may bear the following legend or a legend of similar import:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SHARES UNDER THE ACT OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT
REQUIRED IN CONNECTION WITH SUCH PROPOSED SALE OR TRANSFER."
7. SGI Stockholder represents and warrants to the Company that SGI
Stockholder is a resident of the state specified in the address of SGI
Stockholder set forth below, has a principal residence within such state,
maintains all drivers licenses and voter registrations only with such state and
intends to remain a citizen of such state for the foreseeable future.
Dated: November 4, 2005 Number of Shares of
Common Stock Held in SGI:
(Signature)
(Print name of SGI Stockholder)
Address of SGI Stockholder:
SCHEDULE 4.4
LIST OF SUBSIDIARIES OF SGI
1. The Ultimate Poker League, Inc., a Nevada corporation, is a wholly owned
subsidiary of Strategic Gaming Investments, Inc.
SCHEDULE 4.5
FINANCIAL STATEMENTS OF SGI
Attached as Annex C to the Information Statement on Schedule 14C of Left Right
Marketing Technology, Inc.
SCHEDULE 4.7
LITIGATION
None.
SCHEDULE 5.4
EQUITY INVESTMENTS
None.
SCHEDULE 5.12
CONTRACTS AND AGREEMENTS
None.
SCHEDULE 5.13
EMPLOYEES; EMPLOYEE PLANS
1. 2004 Amended and Restated Consultant and Employee Stock Compensation Plan
filed with the Securities and Exchange Commission as an exhibit to Form S-8.