EXHIBIT (4)(3)
OPTION AGREEMENT
OPTION TO PURCHASE
COMMON STOCK
OF
XXXXXX XXXXXXXX HOTEL & CASINO, INC.
This is to certify that XXXXX X. XXXXXXXX CONSULTING, INC. ("Optionee")
is entitled, subject to the terms and conditions hereinafter set forth, to
purchase 486,000 shares of Common Stock, $.0001 par value per share (the
"Common Shares") of XXXXXX XXXXXXXX HOTEL & CASINO, INC., a Nevada
corporation (the "Company"), from the Company at the price per share and on
the terms set forth herein and to receive a certificate of the Common Shares
so purchased on presentation and surrender to the Company with the
subscription form attached, duly executed and accompanied by payment of the
purchase price of each share purchased either in cash or by certified or bank
cashier's check or other check payable to the order of the Company.
The purchase rights represented by this Option are exercisable
commencing December 10, 1995 through and including December 10, 1997 at a
price per Common Share of $0.75.
Subject to the above conditions, the purchase rights represented by this
Option are exercisable at the option of the registered owner hereof in whole
at any time, or in part from time to time, within the period specified;
provided, however, that such purchase rights shall not be exercisable with
respect to a fraction of a Common Share. In case of the purchase of less
than all the Common Shares purchasable under this Option, the Company shall
cancel this Option on surrender hereof and shall execute and deliver a new
Option of like tenor and date for the balance of the shares purchasable
hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Options of like tenor then outstanding.
This Option shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no
dividends shall be payable or accrue in respect to this Option or the
interest represented hereby or the Common Shares purchasable hereunder until
or unless, and except to the extent that, this Option shall be exercised.
In the event that the outstanding Common Shares hereunder are changed
into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend:
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(a) The aggregate number and kind of Common Shares subject to this
Option shall be adjusted appropriately;
(b) Rights under this Option, both as to the number of subject
Common Shares and the Option price, shall be adjusted appropriately; and
(c) Where dissolution or liquidation of the company or any merger
or combination in which the Company is not a surviving corporation is
involved, this Option shall terminate, but the registered owner of this
Option shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option in whole or in
part to the extent that it shall not have been exercised.
The foregoing adjustments and the application of the foregoing
provisions may provide for the elimination of fractional share interests.
The Option and all rights hereunder shall not be transferrable otherwise
than by will or the laws of descent and distribution and except to the sole
shareholder of Optionee.
The Company shall not be required to issue or deliver any certificate of
Common Shares purchased on exercise of this Option or any portion thereof
prior to fulfilment of all the following conditions:
(a) The completion of any registration or other qualification of
such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary.
The Company agrees to file an appropriate registration statement under
the Securities Act of 1933 as soon as practicable in order to register the
underlying Common Shares under such Act.
IN WITNESS WHEREOF, the Company has caused this Option to be executed by
the signature of its duly authorized officer.
XXXXXX XXXXXXXX HOTEL & CASINO, INC.
By: ____________________________
Xxxx Xxxxxx, President
Dated: December 5, 1995
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SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights
to purchase Common Shares evidenced by the within Option).
Xxxxxx Xxxxxxxx Hotel & Casino, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
The undersigned hereby irrevocably subscribes for Common Shares pursuant
to and in accordance with the terms and conditions of this Option, and
hereunder makes payment of $_________________ therefor, and requests that a
certificate of such Common Shares be issued in the name of the undersigned
and be delivered to the undersigned at the address stated below, and if such
number of shares shall not be all of the shares purchasable hereunder, that a
new Option of like tenor for the balance of the remaining Common Shares
purchasable hereunder shall be delivered to the undersigned at the address
stated below.
Dated: __________________________ Signed: ___________________________
Address: ___________________________
___________________________
___________________________
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