EXHIBIT 10.139
OPTION AGREEMENT WITH XXXXXX XXXXXXXXXX
DATED JUNE 13, 1996
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into this 13th day of June, 1996,
by and between XXXX XXXXXXX'X XX, INC., a Colorado corporation ("XXXX"), and XXX
XXXXXXXXXX, ("MONTEROSSO") on the basis of the following recitals.
WHEREAS, MONTEROSSO wants to acquire an option to purchase 250,000
Series B Preferred Shares of NuOasis Gaming, Inc., a Delaware corporation (the
"Shares") from XXXX; and
WHEREAS, XXXX is willing to xxxxx XXXXXXXXXX an option to purchase the
Shares subject to certain conditions precedent.
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, XXXX and MONTEROSSO agree as follows:
It shall be a condition precedent to the exercise of the option created
by this Agreement that:
[1]. NuOasis Gaming, Inc., a Delaware corporation shall hold an annual
or special meeting of shareholders in compliance with state and federal law,
including the rules and regulations of the Securities and Exchange Commission.
[2]. The shareholders of NuOasis Gaming, Inc., a Delaware corporation,
at its annual meeting of shareholders tenatively scheduled for May 1996 pursuant
to its Proxy Statement dated April __, 1996, approve the proposal to increase
the authorized number of shares of common stock by at least 20 million shares.
Upon the occurrence of the aforementioned condition precedent,
MONTEROSSO shall have thirty (30) calendar days to exercise the option.
XXXX grants to MONTEROSSO and/or his assigns an option as hereinafter
described. The option consists of the right to purchase up to 250,000 shares of
Series B Preferred Stock of NuOasis Gaming for $13.00 per share, with a minimum
purchase of 110,000 Shares on terms and conditions substantially similar to
those set forth in Exhibit 1 attached hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
XXXX XXXXXXX'X XX, INC. XXX XXXXXXXXXX
/s/ Xxxx X. Xxxx /s/ Xxx Xxxxxxxxxx
--------------------------- ----------------------------------
Xxxx X. Xxxx, CEO Xxx Xxxxxxxxxx, an individual
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EXHIBIT 1 to OPTION AGREEMENT DATED JUNE 13, 1996
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is entered into this
day of ________, 1996, by and between XXXX XXXXXXX'X XX, INC., a Colorado
corporation ("XXXX"), and XXX XXXXXXXXXX or his assigns ("MONTEROSSO") on the
basis of the following recitals.
WHEREAS, NuOasis Gaming, Inc., a Delaware corporation ("NGI") has
issued 250,000 Series B Preferred Shares to XXXX.
WHEREAS, XXXX desires to sell, assign and transfer to MONTEROSSO up to
250,000 shares of Series B Preferred Stock of NuOasis Gaming for $13.00 per
share, with a minimum purchase of 110,000 (the "NGI Shares"), and MONTEROSSO
desires to purchase the NGI Shares for Three Million Three Hundred Thousand
Dollars ($3,300,000) upon and subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, XXXX and XXXXXXXXXX agree as follows:
1. Sale of NGI Shares.
Upon and subject to all the terms and conditions of this Agreement, at
the Closing XXXX shall assign and transfer the NGI Shares to
MONTEROSSO, and as full consideration therefor MONTEROSSO shall pay
XXXX in certified funds Three Million Three Hundred Thousand Dollars
($3,300,000) or $13.00 per share with a minimum purchase of 110,000
Shares.
2. Effective Date and Closing; Delivery of NGI Shares.
A. Date and Place. The closing of this Agreement and transfer of the
NGI Shares (the "Closing") shall occur at the office of XXXX at
such time or date as the parties hereafter may mutually agree.
The time and date of the Closing are herein called the "Closing
Date".
B. Payment. At the Closing, MONTEROSSO shall deliver to XXXX in
certified funds $3,300,000 or $13.00 per share with a minimum
purchase of 110,000 Shares.
C. Delivery of MONTEROSSO Shares. XXXX shall deliver to MONTEROSSO a
stock certificate or certificates registered in the name of
MONTEROSSO the NGI Shares, and MONTEROSSO shall deliver to XXXX
and NGI written confirmation, in form reasonably satisfactory to
XXXX and NGI, of its investment intent with regard to such
shares, and such other or further documentation as XXXX and NGI
then may reasonably require in order to comply with
then-applicable federal and state securities laws or applicable
stock exchange requirements. The number, type and kind of the NGI
Shares delivered to MONTEROSSO, in each case, shall be adjusted
to reflect all stock splits, stock dividends, reverse stock
splits, reclassifications, mergers and similar capital changes
that shall have occurred in the outstanding Series B Preferred
Stock of NGI prior to the Closing; provided, however, that
neither the foregoing provision, nor any other provision of this
Agreement, shall be construed to confer on MONTEROSSO any of the
rights, powers or benefits of ownership of shares of NGI
(including without limitation cash dividends, voting rights, or
stock purchase rights) as to any NGI Shares that shall not
actually have been issued and delivered to MONTEROSSO pursuant to
this Section 2C.
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D. Delivery of Other Documents. At the Closing, each party hereto
shall deliver to the other party such other and further
documents, instruments and information as are herein required to
be delivered at the Closing by such party or as are customarily
delivered at the closing of a transaction of the type provided
for in this Agreement.
From time to time after the Closing, upon the reasonable request
of either party, the other party will deliver such other and
further instruments and documents as may be necessary to more
fully vest in the requesting party the consideration provided for
in this Agreement or to enable the requesting party to obtain the
rights and benefits contemplated by this Agreement.
3. Representations and Warranties of XXXX.
XXXX hereby covenants with and represents and warrants to MONTEROSSO
that:
A. The NGI Shares. The NGI Shares are and will be as of the Closing
Date, owned, of record and beneficially, by MONTEROSSO free and
clear of liens, claims and encumbrances, and XXXX has all
necessary right and power to enter into and perform this
Agreement and to assign and sell the NGI Shares to MONTEROSSO as
provided herein. Any necessary shareholder approval of NONA's
shareholders will be obtained prior to Closing.
B. Authority. XXXX has the full corporate power and authority to
enter into this Agreement and to carry out the transactions
contemplated by this Agreement. The Board of Directors of XXXX
have duly authorized the execution, delivery, and performance of
this Agreement. Upon execution this Agreement constitutes the
valid, binding and enforceable obligation of XXXX.
C. Status of NGI NGI is duly organized, validly existing, and in
good standing under the laws of Delaware.
D. No Conflict with Other Instrument. Except as disclosed herein the
execution of this Agreement will not violate or breach any
document, instrument, agreement, contract, or commitment to which
XXXX is a party.
E. Full Disclosure. The information concerning NGI set forth herein
and in the NGI Disclosure Documents, is complete and accurate in
all material respects and does not contain any untrue statement
of a material fact or omit to state a material fact require to
make the statements made, in light of the circumstances under
which they were made, not misleading.
F. Financial Statements. Financial statements of NGI for the year
ending September 30, 1995 ("NGI Financials"), have been or will
be delivered to MONTEROSSO prior to the Closing Date. To the best
knowledge of XXXX, except as set forth in the NGI Financials,
there are no liabilities, either fixed or contingent, not
reflected in such financial statements other than contracts or
obligations in the ordinary and usual course of business, which
would constitute liens or other liabilities which, if disclosed,
would alter substantially the financial condition of NGI as
reflected in such financial statements.
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G. Capitalization of NGI. The capitalization of NGI is, as of the
date hereof, comprised of 30,000,000 shares of authorized common
stock, $.01 par value, of which 30,000,000 shares are issued and
outstanding and 1,000,000 shares of authorized preferred stock of
which 170,000 shares of 14% Preferred Stock are issued and
outstanding and 250,000 shares of Series B Convertible Preferred
Stock are issued and outstanding.
H. Compliance with Laws, Rules and Regulations. XXXX represents and
warrants that it is in compliance with all applicable federal
laws, rules and regulations; and all applicable state laws, rules
and regulations relating to its ownership of NGI except to the
extent that non-compliance would not materially and adversely
affect the business, operations, properties, assets, or condition
of XXXX and its subsidiaries or except to the extent that
non-compliance would not result in the incurring of any material
liability for XXXX.
I. Conduct of Business. Since September 30, 1995, except as
disclosed in the NGI Disclosure Documents, NGI has not (i)
discharged or satisfied any liens other than those securing, or
paid any obligation or liability other than, current liabilities
shown on the NGI Financials and current liabilities incurred
since the date of the NGI Financials, in each case in the usual
or ordinary course of business, (ii) mortgaged, pledged or
subjected to lien any of their tangible or intangible assets
(other than purchase money liens incurred in the ordinary course
of business for such assets not yet paid for), (iii) sold,
transferred or leased any of their assets except in the usual and
ordinary course of business, (iv) canceled or compromised any
material debt or claim, or waived or released any right of
material value, (v) suffered any physical damage, destruction or
loss (whether or not covered by insurance) materially adversely
affecting its properties, business or prospects, (vi) entered
into any transaction other than in the usual and ordinary course
of business, except as contemplated by this Agreement, (vii)
encountered any labor difficulties or labor union organizing
activities, (viii) made or agreed to any wage or salary increase
or entered into any employment agreement, (ix) issued or sold any
securities or granted any options with respect thereto, except as
disclosed pursuant to this Agreement, (x) amended its Articles of
Incorporation, (xi) agreed to declare or pay any distributions
with respect to their outstanding capital stock, or (xii)
suffered or experienced any change in, or condition affecting,
the condition (financial or otherwise) of their properties,
assets, liabilities, business, operations or prospects, other
than changes, events or conditions in the ordinary course of
their business none of which has (individually or in the
aggregate) been materially adverse, except as disclosed in the
NGI Financials.
J. Litigation. To the best knowledge and belief of XXXX, except as
disclosed in the NGI Disclosure Documents, there is neither
pending nor threatened, any action, suit or arbitration to which
NGI's property, assets or business is or is likely to be subject
and in which an unfavorable outcome, ruling or finding will or is
likely to have a material adverse effect on the condition,
financial or otherwise, or properties, assets, business or
operations of NGI, or create any material liability on the part
of NGI or conflict with this Agreement or any action taken or to
be taken in connection herewith.
K. Contracts. Except as disclosed in the NGI Disclosure Documents,
there are no contracts, actual or contingent obligations,
agreements, franchises, license agreements, or other commitments
to which NGI is a party or by which it or any of its properties
or assets are bound which are material to the business, financial
condition, or its results of operation.
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For purposes of the preceding sentence, the term "material"
refers to any obligation or liability which by their terms calls
for aggregate payments of more than $10,000.
L. Material Contract Breaches; Defaults. To the best of NONA's
knowledge and belief, NGI has not materially breached, nor have
they any knowledge of any pending or threatened claims or any
legal basis for a claim that NGI has materially breached, any of
the terms or conditions of any agreements, contracts, or
commitments to which they are a party or is bound and which are
material to the business, financial condition, or results of
operations of NGI, taken as a whole. To the best of NONA's
knowledge and belief, NGI is not in default in any material
respect under the terms of any outstanding contract, agreement,
lease, or other commitment which is material to the business,
operations, properties, assets, or condition of NGI, and there is
no event of default or other event which, with notice or lapse of
time or both, would constitute a default in any material respect
under any such contract, agreement, lease, or other commitment in
respect of which MONTEROSSO has not taken adequate steps to
prevent such a default from occurring.
M. Investments. NGI has provided, or will provide, prior to Closing,
a complete and accurate description of the NGI assets, including
but not limited to a list of all investments of NGI, which
accurately sets forth the nature of NGI's interest or ownership
in each investment and, if applicable, the jurisdictions in which
the respective investments have been incorporated, organized, and
currently doing business. Except for the entities identified on
the list to be provided to MONTEROSSO, there is no corporation,
limited partnership, limited partnership, joint venture,
association, trust, or other entity or organization which NGI
directly or indirectly controls or in which NGI directly or
indirectly owns any equity interest or any other interest.
N. Corporate Records. Copies of all corporate books and records,
including but not limited to stock transfer ledgers, and any
other documents and records of NGI will be provided at Closing.
All such records and documents are complete, true, and correct.
O. Brokers. XXXX has not agreed to pay any brokerage fees, finder's
fees, or other fees or commissions with respect to the
transactions contemplated in this Agreement. To the best of
NONA's knowledge, no person or entity is entitled, or intends to
claim that they are entitled, to receive any such fees or
commissions in connection with such transactions. XXXX further
agrees to indemnify and hold harmless MONTEROSSO against
liability to any broker claiming to act on behalf of XXXX.
P. Date of Representations and Warranties. Each of the
representations and warranties of XXXX set forth in this
Agreement are true and correct at and as of the Closing Date,
with the same force and effect as though made at and as of the
Closing Date, except for changes permitted or contemplated by
this Agreement.
4. Representations and Warranties of MONTEROSSO
MONTEROSSO hereby represents and warrants that, effective this date and
the Closing Date, the representations and warranties listed below are
true and correct.
A. Organization and Authority. MONTEROSSO is an individual with the
full power and authority to enter into this Agreement and to
carry out the transactions contemplated by this Agreement.
B. Qualification. As of the Closing Date, MONTEROSSO will be fully
qualified to complete this transaction.
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C. No Conflict. The execution of this Agreement will not violate or
breach any document, instrument, agreement, contract, or
commitment material to the business of MONTEROSSO or to which
MONTEROSSO is a party, and has been duly authorized by all
appropriate and necessary action.
D. Full Disclosure. The information concerning MONTEROSSO set forth
in this Agreement is complete and accurate in all material
respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the
statements made, in light of the circumstances under which they
were made, not misleading.
E. Ability to Carry Out Agreement. To the best of MONTEROSSO's
knowledge and belief, the execution and performance of this
Agreement will not violate, or result in a breach of, or
constitute a default in, any provisions of applicable law, any
agreement, instrument, judgment, order or decree to which
MONTEROSSO is a party or to which MONTEROSSO is subject. Other
than such violations, breaches, or defaults which, individually
or in the aggregate, will not have a material adverse effect on
the enforceability or validity of this Agreement or on the
transactions contemplated under this Agreement. No consents of
any persons under any contract or agreement required to be
disclosed or disclosed pursuant to this Agreement are required
for the execution, delivery, and performance by MONTEROSSO of
this Agreement.
F. Brokers. MONTEROSSO has not agreed to pay any brokerage fees,
finder's fees, or other fees or commissions with respect to the
transactions contemplated in this Agreement. To the best of
MONTEROSSO's knowledge, no person or entity is entitled, or
intends to claim that they are entitled, to receive any such fees
or commissions in connection with such transactions. MONTEROSSO
further agrees to indemnify and hold harmless XXXX against
liability to any broker claiming to act on behalf of MONTEROSSO.
G. Approvals. Except as otherwise provided in this Agreement, to
MONTEROSSO's best knowledge and belief no authorization, consent,
or approval of, or registration or filing with, any governmental
authority or any other person is required to be obtained or made
by MONTEROSSO in connection with the execution, delivery, or
performance of this Agreement.
H. Date of Representations and Warranties. Each of the
representations and warranties of MONTEROSSO set forth in this
Agreement is true and correct at and as of the Closing Date, with
the same force and effect as though made at and as of the Closing
Date, except for changes permitted or contemplated by this
Agreement.
5. Damages and Limit of Liability of XXXX
XXXX shall be liable to MONTEROSSO for any material breach of the
representations, warranties, and covenants contained herein which
results in a failure to perform any obligations under this Agreement,
but only to the extent of the expenses incurred by MONTEROSSO in
connection with such breach or failure to perform Agreement.
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6. Termination
This Agreement may be terminated at any time prior to the Closing Date:
A. By MONTEROSSO or XXXX:
(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate
the transactions contemplated by this Agreement and which,
in the judgment of such Board of Directors made in good
faith and based upon the advice of legal counsel, makes it
inadvisable to proceed with the transactions contemplated by
this Agreement; or
(2) If the Closing shall not have occurred prior to June 15,
1996 or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.
B. By MONTEROSSO. If XXXX shall fail to comply in any material
respect with any of its covenants or agreements contained in this
Agreement, or if any of the representations or warranties of XXXX
contained herein shall be inaccurate in any material respect.
In the event this Agreement is terminated pursuant to this
paragraph, this Agreement shall be of no further force or effect,
and no obligation, right, or liability shall arise hereunder and
each party shall bear its own costs in connection with the
negotiation, preparation, and execution of this Agreement and any
due diligence conducted pursuant to this Agreement.
7. Private Transaction
MONTEROSSO understands that the NGI Shares have not been registered
under the Act and the transfer of such shares hereunder is made
pursuant to an exemption from registration pursuant to Regulation D and
Section 4(2) of the Act, and NONA's reliance on such exemption is
predicted in part on the representations set forth herein and in the
Investment Letter attached hereto as Exhibit "A" ("Investment Letter").
8. Access to Information
MONTEROSSO and XXXX represent that, by virtue of their respective
economic bargaining power or otherwise, they have had access to or has
been furnished with, prior to or concurrently with the execution
hereof, the same kind of information that would be available in a
registration statement under the Act should registration of the NGI
Shares been necessary, and that they have had the opportunity to ask
questions of and receive answers from the other party, or any party
acting on their behalf, concerning the business of MONTEROSSO and that
they have had the opportunity to obtain any additional information, to
the extent that MONTEROSSO and NGI possesses such information or can
acquire it without unreasonable expense or effort, necessary to verify
the accuracy of information obtained or furnished by NGI or XXXX.
9. Indemnification by XXXX
As provided herein, XXXX shall indemnify and hold harmless MONTEROSSO
for two (2) years following the date of Closing under this Agreement
against and in respect of any liability, damage, or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and
expenses resulting from any misrepresentations, breach of covenant or
warranty, or from any misrepresenta tion contained in any certificate
furnished to MONTEROSSO hereunder.
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10. Indemnification by MONTEROSSO
As provided herein, MONTEROSSO shall indemnify and hold harmless XXXX
for two (2) years following the date of Closing under this Agreement
against and in respect of any liability, damage, or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and
expenses resulting from any misrepresentations, breach of covenant or
warranty, or from any misrepresenta tion contained in any certificate
furnished to XXXX hereunder.
11. Additional Covenants
Between the date hereof and the Closing Date, except with the prior
written consent of XXXXXXXXXX, XXXX shall cause NGI to:
A. Conduct Business as Usual: NGI shall conduct its business only in
the usual and ordinary course and the character of such business
shall not be changed nor any different business be undertaken
without the written consent of MONTEROSSO.
B. NGI to Maintain Current Capital Structure: Except for shares
previously authorized by NGI's Board of Directors to be issued,
no change shall be made in the authorized or issued capital stock
of NGI without the written consent of MONTEROSSO.
C. Avoid Special Settlements: Without MONTEROSSO's consent NGI shall
not discharge or satisfy any lien or encumbrance or obligation or
liability, other than current liabilities shown on the financial
statements contained in the MONTEROSSO Disclosure Documents, and
current liabilities incurred since that date in the ordinary
course of business.
D. Avoid Distributions: NGI shall not make any payment or
distribution to its stockholders or purchase for cash or redeem
any of its shares of capital stock.
E. Avoid Encumbrance or Cancellation of Debt: NGI shall not
mortgage, pledge, or subject to lien or encumbrance any of its
assets, tangible or intangible not in the ordinary course of
business. NGI shall not cancel any debts or claims or waive any
rights not in the ordinary course of business.
F. Provide Additional Information: NGI and the officers of NGI will
agree that after the Closing, they will continue to furnish
MONTEROSSO with such additional documentation and information
regarding NGI as is reasonably requested.
12. Documents at Closing
At the Closing the following transactions shall occur, all of such
shall transactions being deemed to occur simultaneously:
A. Action by XXXX. XXXX will deliver, or cause the following to be
delivered to MONTEROSSO:
(1) Stock certificate(s) for the NGI Shares to be issued to
MONTEROSSO pursuant to this Agreement together with such
good and sufficient stock powers, and other good and
sufficient instruments of sale, conveyance, transfer, and
assignment, in form and substance satisfactory to
MONTEROSSO's counsel, as shall be required or as may be
appropriate in order to effectively vest in MONTEROSSO good,
indefeasible, and marketable title to the NGI Shares free
and clear of all liens and encumbrances of every nature;
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(2) A certificate executed by the XXXX to the effect that all
representations and warranties made by XXXX under this
Agreement are true and correct as of the Closing, the same
as though originally given to MONTEROSSO on said date; (3) A
certificate dated at or about the date of the Closing to the
effect that NGI is in good standing under the laws of
Delaware;
(3) Such other instruments, documents, and certificates, if any,
as are required to be delivered pursuant to the provisions
of this Agreement, or which may be reasonably requested by
MONTEROSSO in furtherance of the intent of this Agreement.
B. Action by MONTEROSSO. MONTEROSSO will deliver or cause to be
delivered to XXXX:
(1) A certified check in the sum of $3,000,000 made payable to
XXXX;
(2) A certificate of MONTEROSSO to the effect that all
representations and warran ties of MONTEROSSO made under
this Agreement are reaffirmed on the Closing Date, the same
as though originally given to XXXX on said date;
(3) Such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement, or
otherwise reasonably requested by XXXX.
13. Miscellaneous
A. Further Assurances. At any time and from time to time, after the
effective date, each party will execute such additional
instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to the NGI Shares
transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to comply
with any of its obligations, agreements, or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed.
C. Costs and Expenses. Except as otherwise provided herein, all
fees, costs and expenses incurred by either party relating to
this Agreement shall be paid by the party incurring the same.
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D. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified
mail, return receipt requested to the parties hereto, or their
designees, as follows:
To XXXX: Xxxx Xxxxxxx'x XX, Inc.
0 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
To MONTEROSSO: Xxx Xxxxxxxxxx
c/o Nationa Pools Corporation
000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
E. Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
F. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
G. Governing Law. This Agreement was negotiated and is being
contracted for in the State of California, and shall be governed
by the laws of the State of California, notwith standing any
conflict-of-law provision to the contrary.
H. Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
I. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the parties
relating to the subject matter hereof. No oral understandings,
statements, promises, or inducements contrary to the terms of
this Agreement exist. No representations, warranties, covenants,
or conditions, express or implied, other than as set forth
herein, have been made by any party.
J. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
K. Facsimile Counterparts. A facsimile, telecopy or other
reproduction of this Agreement may be executed by one or more
parties hereto and such executed copy may be delivered by
facsimile of similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party hereto, all parties agree to execute an original of
this Agreement as well as any facsimile, telecopy or other
reproduction hereof.
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L. Time is of the Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
"MONTEROSSO"
Xxx Xxxxxxxxxx
By:-----------------------------------------
Name: Xxx Xxxxxxxxxx
"XXXX"
XXXX XXXXXXX'X XX, INC.
By:-----------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Executive Officer
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EXHIBIT "A"
to the
Stock Purchase Agreement
Dated -----, 1996
INVESTMENT LETTER
The Undersigned hereby represents to Xxxx Xxxxxxx'x XX, Inc. ("XXXX "), that:
(1) The shares of Series B Preferred Stock of NuOasis Gaming, Inc. ("NGI")
(the "Securities"), which are being acquired by the Undersigned, are
being acquired for the Undersigned's own account and for investment and
not with a view to the public resale or distribution thereof;
(2) The Undersigned will not sell, transfer or otherwise dispose of the
Securities except in compliance with the Securities Act of 1933, as
amended (the "Act"), and are being transferred in reliance on
exemptions, including but not limited to Section 4(2) of the Act;
(3) The Undersigned acknowledges that the Undersigned has been furnished
with disclosure documents which the undersigned feels necessary to make
an economic decision to acquire the Securities;
(4) The Undersigned further acknowledges that it has had an opportunity to
ask questions of and receive answers from duly designated
representatives of XXXX and NGI concerning the terms and conditions
pursuant to which the Securities are being purchased. The Undersigned
has been afforded an opportunity to examine such documents and other
information which it has requested for the purpose of verifying the
financial stability of NGI;
(5) The Undersigned is fully aware of the applicable limitations on the
resale of the Securities. These restrictions for the most part are set
forth in Rule 144. If Rule 144 is available to the Undersigned, the
Undersigned may make only routine sales of the Securities in limited
amounts, in accordance with the terms and conditions of that Rule;
(6) By reason of the Undersigned's knowledge and experience in financial
and business matters in general, and investments in particular, the
Undersigned is capable of evaluating the merits and bearing the
economic risks of an investment in the Securities and fully understands
the speculative nature of the Securities and the possibility of such
loss;
(7) The present financial condition of the Undersigned is such that it is
under no present or contemplated future need to dispose of any portion
of the Securities to satisfy an existing or contemplated undertaking,
need or indebtedness.
Very truly yours,
By:-----------------------------------------
Name: Xxx Xxxxxxxxxx
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