EXHIBIT 2.7
LIMITED WAIVER
This Waiver is given by Sporting Magic Inc., formerly known as Advanced
Knowledge, Inc. ("Sporting Magic"), and by Buddy Young, an individual acting for
the benefit of Sporting Magic ("Buddy Young") (together, the "Waiving Parties"),
and is acknowledged and agreed to by Soccer Magic Inc. ("Soccer Magic") and by
Jack L. Chegwidden, a professional corporation, as escrow agent (the "Escrow
Agent") (together, the "Acknowledging Parties"), pursuant to:
o Section 14.08 of that certain Acquisition Agreement dated as of
December 14, 1999 by and between Sporting Magic and Soccer Magic, (the
"Acquisition Agreement"), and
o Section 6(c) of that certain Escrow Agreement dated as of March 16,
2000 by and among Sporting Magic, Soccer Magic and the Escrow Agent
(the "Escrow Agreement").
The Waiving Parties and the Acknowledging Parties are sometimes referred to
herein collectively as the "Parties." Unless otherwise defined, capitalized
terms used herein shall have the meanings given to them in the Escrow Agreement.
A. TERMS OF LIMITED WAIVER
The Waiving Parties hereby waive the Private Placement Deadline of 5:00
P.M. Pacific Time on June 30, 2000 through and until 5:00 P.M. Pacific Time on
September 29, 2000 (the "Waiver Deadline"). As consideration for the giving of
this Waiver, Soccer Magic Inc. and its officers agree to the following
conditions, to which Sporting Magic and the other Parties hereby also agree:
1. Sporting Magic shall not issue, sell, assign, give or otherwise
transfer, and shall not direct any other person or entity to sell,
assign, give or otherwise transfer, any new securities of Sporting
Magic, without first obtaining the written consent of Buddy Young.
2. Sporting Magic shall immediately instruct its transfer agent to place
stop transfer orders against the transfer of those shares of Sporting
Magic common stock which are represented by stock certificates having
the following certificate numbers: 22, 23, 24, 25, 1037, 1039, 1040,
1042, 1043, 1044, and 1045. The stop transfer orders shall not be
removed without the prior written consent of Buddy Young.
3. Sporting Magic shall not enter into any contract, agreement,
arrangement or understanding, written or oral, that would not
terminate automatically in the event of a rescission under Section
3(b) of the Escrow Agreement.
4. Soccer Magic shall pay, in a timely manner, all legal fees and costs
incurred by any of the Parties in connection with the negotiation,
preparation and execution of this Waiver and related documents,
including related legal research fees and costs.
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5. Soccer Magic shall arrange for Manny Gross, as an individual, to enter
into the Stock Purchase Agreement which is attached hereto as Exhibit
A (the "Stock Purchase Agreement"). Sporting Magic and its officers
shall not deliver a Joint Certification to the Escrow Agent under
Section 3 of the Escrow Agreement until after Manny Gross has
delivered full payment for the 300,000 shares of Sporting Magic common
stock to be purchased by him under the Stock Purchase Agreement.
If and when the Escrow Agent releases and delivers the Escrowed Items
pursuant to Section 3(a) of the Escrow Agreement, the provisions of Sections
A.1., A.2. and A.3. of this Waiver shall then terminate and be of no further
force or effect, and Sporting Magic shall then be permitted to instruct its
transfer agent to remove the stop transfer orders imposed under Section A.2. of
this Waiver.
If Buddy Young believes in good faith that any of the conditions set forth
above has not been satisfied in a timely manner, he may terminate this Waiver by
a written notice to Sporting Magic, Soccer Magic and the Escrow Agent, delivered
by facsimile transmission to their respective business offices, which describes
each such condition (the "Termination Notice"). The termination of this Waiver
shall become effective at 5:00 P.M. on the third business day after delivery of
the Termination Notice unless, before that time, Soccer Magic demonstrates to
Buddy Young's satisfaction that the condition has been cured or otherwise
satisfied. Time is of the essence of this agreement.
B. LIMITATION OF WAIVER
This Waiver shall not be deemed to be, and may not be construed as, a
waiver of any term or condition of the Acquisition Agreement or the Escrow
Agreement, other than and except to the extent expressly set forth herein.
C. ENTIRE AGREEMENT; AMENDMENT
This Waiver constitutes the entire agreement and understanding of the
Parties concerning the subject matter. This Waiver may be amended only by
written agreement signed by all of the Parties.
D. SUCCESSORS AND ASSIGNS
This Waiver shall bind and inure to the benefit of the Parties hereto and
their respective successors, assigns, heirs, administrators, executors, and
conservators.
E. GOVERNING LAW
This Waiver shall be governed by and construed in accordance with the
internal law of the State of California without reference to its rules as to
conflicts of law.
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F. EXECUTION OF COUNTERPARTS AND DELIVERY OF FACSIMILE SIGNATURES
This Waiver may be executed by and delivered to each of the Parties in
counterparts. Delivery of facsimile signatures shall be deemed to be effective
delivery.
IN WITNESS WHEREOF, the undersigned Parties have executed this Waiver
effective as of June 30, 2000.
WAIVING PARTIES: ACKNOWLEDGING PARTIES:
Sporting Magic Inc., a Delaware Soccer Magic Inc., an Ontario
corporation (formerly known as Advanced corporation
Knowledge, Inc.)
By: ________________________________
Manny Gross, Chief Executive
By: _______________________________ Officer
Manny Gross, Chief Executive Officer
____________________________________
Jack L. Chegwidden, a professional
__________________________________ corporation, as Escrow Agent
Buddy Young (for the benefit of Sporting
Magic Inc.)
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EXHIBIT A
STOCK PURCHASE AGREEMENT
Manny Gross (the "Purchaser") hereby agrees to purchase 300,000 shares (the
"Shares") of outstanding common stock of Sporting Magic Inc., formerly known as
Advanced Knowledge, Inc. (the "Issuer"), from the Young Family Trust (the
"Seller") on the following terms and conditions:
1. PURCHASE PRICE. The purchase price for the Shares shall be U.S.$1.00
per share, payable in cash.
2. TIME OF PURCHASE. The purchase of the Shares shall be completed before
5:00 P.M. Pacific Time on September 30, 2000 (the "Purchase
Deadline"); provided, however, that the Purchaser may elect not to
purchase the Shares if the Issuer does not complete a Private
Placement (as that term is defined in Section 3(c)(i) of that certain
Escrow Agreement dated as of March 16, 2000 by and among the Issuer,
Soccer Magic Inc. and Jack L. Chegwidden, a professional corporation,
as escrow agent) prior to the Purchase Deadline.
3. REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents,
warrants and agrees, for the benefit of the Seller and the Issuer,
that:
a. The Purchaser is acquiring the Shares for investment for the
Purchaser's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof or interest therein, and the
Purchaser has no present intention of selling, granting any participation in, or
otherwise distributing the same. The Purchaser further represents that he does
not have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to such person or to any third person,
with respect to the Shares.
b. The Purchaser understands that the Shares are not and will not be
registered under the Securities Act or under the securities laws of any state or
other jurisdiction, and that the Shares may not be sold, assigned, pledged or
otherwise transferred unless registered or exempt from registration in all
applicable jurisdictions. In particular, the Purchaser is aware that he may not
sell the Shares pursuant to Rule 144 under the Securities Act unless all of the
conditions of that rule are met. Among the conditions for use of Rule 144 are
requirements to (1) hold the Shares for a period of at least one year after
purchase before making any resale and then sell Shares only in amounts and at
times permitted by the rule, (2) sell only in broker's transactions or
transactions with market makers, (3) sell only when current information about
the Issuer is available to the public, and (4) file a notice of proposed sale
with the SEC. The Purchaser is aware that all certificates representing the
Shares will be required to bear legends describing the foregoing restrictions.
c. The Purchaser represents and warrants that he is an Accredited
Investor, in that he is a director and executive officer of the Issuer; he has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the investment in the Shares; and
he is able to bear the economic risk of his investment in the Shares.
d. The Purchaser has access to, and has reviewed, all of the
information he considers necessary or appropriate for deciding whether to
purchase the Shares.
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4. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement and understanding of the parties concerning the subject matter.
This Agreement may be amended only by written agreement signed by all of
the Parties.
5. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by either party
without the written agreement of the other. This Agreement shall bind and
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs, administrators, executors, and conservators.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal law of the State of California without
reference to its rules as to conflicts of law.
7. EXECUTION OF COUNTERPARTS AND DELIVERY OF FACSIMILE SIGNATURES. This Waiver
may be executed by and delivered to each of the Parties in counterparts.
Deliver of facsimile signatures shall be deemed to be effective delivery.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement
effective as of June 30, 2000.
THE "PURCHASER"
___________________________________________
MANNY GROSS, an individual
THE "SELLER"
THE YOUNG FAMILY TRUST
By: ______________________________________
Buddy Young, Trustee
By: ______________________________________
Rebecca Young, Trustee
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