STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered
into effective as of the 30th day of December, 1999 (the "Closing
Date"), by and between ARUFINANCE N.V., an Aruba corporation,
("Buyer"), and GLOBAL CASINOS, INC., a Utah corporation,
("Seller").
WHEREAS, Seller owns all of the issued and outstanding shares
of the Common Stock (the "Common Stock" or "Shares") of Global
Pelican, N.V., a St. Maarten corporation, (the "Company" or "GP").
NOW, THEREFORE, in consideration of the premises, the mutual
benefits to be derived from this Agreement and the representations,
warranties, and covenants contained hereinafter, Buyer and Sellers
hereby agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and
conditions herein stated, Seller shall sell, assign, transfer and
deliver to Buyer on the Closing Date, and Buyer shall purchase and
acquire from Seller on the Closing Date, 100% of the issued and
outstanding shares of the Common Stock of the Company (the
"Shares"). The purchase price to be paid by Buyer to Seller on the
Closing Date for the Shares is the sum of $1,000, which sum is
acknowledged as having been paid by Buyer to Seller.
2. Additional Agreements. Seller and Buyer further agree as follows:
(a) Buyer acknowledges that an account receivable in the
form of an outstanding and uncollected marker has been transferred
by GP to the Seller and is currently the subject of pending
collection efforts in the State of New York. Buyer acknowledges
and agrees that the account receivable represented by the marker
shall be and remain the sole and separate property of Seller, free
of any claim of Buyer or GP, and both Buyer and GP waive and
relinquish any right, title, claim or interest therein or in any
other U.S. markers.
(b) Seller acknowledges that GP and/or Seller has an
outstanding account payable to Aristocrat for certain gaming
devices located in the GP's casino on the island of St. Maarten.
As a condition of this sale, Seller agrees to pay 100% of the
outstanding account payable of GP and/or Seller to Aristocrat for
the gaming devices located in GP's casino, which obligation shall
be due and payable by Seller no later than one month from the
Closing Date. Seller may, at its option, renegotiate the
obligation due by GP to Aristocrat pursuant to which such
obligation shall be assumed by Seller and paid and discharged by
Seller directly to Aristocrat under the same or modified terms.
Buyer consents to such renegotiation and/or assignment, provided
that GP is released from any further liability to Aristocrat in
connection therewith and that Aristocrat has no further claim for
those certain gaming devices.
(c) Seller agrees that all intercompany accounts payable
and accounts receivable between Seller, on the one hand, and GP, on
the other, shall be eliminated.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer as follows:
(a) The Shares represent 100% of the issued and
outstanding shares of the Company.
(b) The execution and the delivery of this Agreement and
the consummation of the transactions contemplated hereby by Seller
do not conflict with or result in a breach or violation of, or
default under (or an event that, with notice or lapse of time, or
both, would constitute a default), any of the terms, provisions or
conditions of the Articles of Incorporation or By-Laws of the
Company, or any material agreement or instrument to which Seller is
a party or by which Seller is bound.
(c) This Agreement has been duly authorized by all
necessary corporate action on behalf of Seller and has been duly
executed and delivered by authorized officers of Seller and is a
valid and binding agreement on the part of the Seller that is
enforceable against the Seller in accordance with its terms, except
as the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and to
judicial limitations on the enforcement of the remedy of specific
performance and other equitable remedies.
(d) Seller owns the Shares, both beneficially and of
record, subject to no liens, encumbrances or rights of others, and
has the right to transfer to Buyer the entire right, title and
interest in and to the Shares. The Shares are validly issued and
nonassessable.
(e) Seller is not a party to any voting trust or voting
agreement, stockholder's agreement, pledge agreement, buy-sell
agreement, or first refusal agreement relative to the Shares.
(f) Seller represents that there exist no employment
contracts between the Company and any person to serve as general
manager of the Pelican Casino unless otherwise disclosed to Buyer
prior to the Closing. Seller further represents that, since
October 14, 1999, there have been no cash distributions paid to the
Seller or Aristocrat from casino operations of the Company. Any
payments made will be reimbursed to Buyer by Seller within one
month from notification of Buyer to Seller of such payments.
(g) Seller makes no and expressly disclaims any and all
representation or warranty with respect to the financial condition
of the Company or its business operations, assets or the value of
the Shares.
4. Representation and Warranties of Buyer. Buyer hereby
represents and warrants to Seller as follows:
(a) Buyer is acquiring the Shares for its own account
for the purpose of investment and not with a view to, or for sale
in connection with, any distribution of such Shares, nor with any
present intention of distributing or selling such Shares, except
insofar as such Shares are included in a public offering registered
pursuant to the Securities Act of 1933 (as amended) or the
disposition thereof is exempt from such registration. Buyer
understands that the Shares have not been registered under federal
or state securities laws and that such Shares are being offered and
sold to Buyer pursuant to a claimed exemption from the registration
requirements of such laws.
(b) Buyer has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and
risk of its purchase of the Shares and has the ability to bear the
economic risk of the purchase of the Shares. Buyer has had access
to such information concerning the Company, which the Company has
made available to Buyer, and has had the opportunity to ask
questions of, and receive answers from, officials of the Company
concerning the business, operations, financial condition, assets,
liabilities and other matters pertaining to the Company.
(c) Buyer understands that the Shares being acquired by
its hereunder may not be sold, transferred or otherwise disposed of
without registration under the Securities Act of 1933 (as amended)
or pursuant to an exemption therefrom, in which case, the Company
may require that it be furnished with an opinion of counsel for
Buyer reasonably satisfactory to the Company that such registration
is not required, or Buyer may present to the Company a letter from
the Securities and Exchange Commission to the effect that, in the
event the Shares are transferred by Buyer without registration, the
Commission or the staff thereof will not recommend any action.
Buyer consents that any transfer agent of the Company may be
instructed not to transfer any of such stock unless it receives
satisfactory evidence of compliance with the foregoing provisions.
5. Agreements of Buyer.
(a) Buyer agrees with Seller that in entering into this
transaction with Seller and buying the Shares from Seller, Buyer is
not relying upon any statement by Seller about the Company or its
stock or the value thereof, nor is Buyer relying upon Seller as a
source of information pertaining to the Company or its stock or the
value thereof.
(b) Buyer accepts the Shares and control of the Company
"as is" and "where is" and acknowledges that Seller makes no and
expressly disclaims any and all representations or warranties
regarding the Shares, the Company or its financial condition,
assets or business operations.
(c) Buyer acknowledges that it has had an opportunity to
conduct its own investigations and due diligence into the Company,
its operations, financial condition and has obtained all the
information that it has desired in determining to purchase the
Shares and control of the Company hereunder.
(d) All agreements, covenants, representations and
warranties of Buyer herein shall be binding upon Buyer.
(e) Buyer, for itself and its affiliates, agrees to
release and forever discharge Seller, together with Seller's
subsidiary corporations, officers, directors, shareholders, agents
and affiliates, from any and all debt, obligation or liability
arising out of that certain Management and Operating Lease
Agreement covering the lease and operation of the Casino; and
Buyer, for itself and its affiliates, further releases and
discharges Seller, together with Seller's subsidiaries, officers,
directors, shareholders, agents and affiliates, from any liability
from any other fact, transaction or occurrence up to the present
date.
6. Agreements of Seller. Seller agrees with Buyer that in
entering into this transaction with Buyer and selling the Shares to
Buyer, Seller is not relying upon any statement by Buyer about the
Company or its stock or the value thereof, nor is Seller relying
upon Buyer as a source of information pertaining to the Company or
its stock or the value thereof.
7. Payment of Expenses. Each party will be liable for its
own costs and expenses incurred in connection with the negotiation,
preparation, execution or performance of this Agreement, including
without limitation, any legal, accounting, and other professional
fees and expenses.
8. Attorney's Fees for Claims. In the event that a claim is
brought by one party hereto against the other party hereto for
breach of any provision hereof or otherwise arising out of the
transaction to which this Agreement relates, the prevailing party
shall be entitled to payment or reimbursement of the expenses
incurred by it in connection with the litigation or the portion
thereof as to which it prevails, including but not limited to,
attorneys' fees and costs.
9. Waiver. Any of the terms or conditions of this Agreement
may be waived at any time and from time to time in writing by the
party entitled to the benefits thereof without affecting any other
terms or conditions of this Agreement. The waiver by any party
hereto of any condition or breach of any provision of this
Agreement shall not operate as a waiver of any other condition or
other or subsequent breach.
10. Amendment. This Agreement may be amended or modified
only by a written instrument executed by the parties hereto.
11. Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties in respect of the
transactions contemplated hereby and supersedes all prior
agreements, arrangements and understandings, oral or written,
relating to the subject matter hereof. No representation, promise,
inducement or statement of intention has been made by either party
which is not embodied in this Agreement and no party shall be bound
by or liable for any alleged representation, promise, inducement or
statement of intention not so set forth.
12. Survival of Representations, Warranties and Agreements.
All representations and warranties contained in this Agreement
shall survive the consummation of the transaction contemplated
hereby for a period of two years immediately following the Closing
Date. All agreements and covenants contained in this Agreement not
fully performed as of the Closing Date shall survive the Closing
Date and continue thereafter until fully performed or until the
time for further performance has expired.
13. Severability. In case any provision in this Agreement
shall be held invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.
14. Third Party Beneficiaries. Each party hereto intends
that this Agreement shall not benefit or create any right or cause
of action in or on behalf of any person other than the parties
hereto.
15. Fax/Counterparts. This Agreement may be executed by
telex, telecopy or other facsimile transmission, and may be
executed in counterparts, each of which shall be deemed an
original, but all of which shall together constitute one agreement.
16. Litigation. Any litigation commenced which is based in
whole or in part upon claims under or in connection with this
Agreement or the transaction contemplated hereby shall be brought
in a court of competent jurisdiction (state or federal) in the
United States of America.
17. General. This Agreement shall be construed and enforced
in accordance with the laws of the State of Colorado; may not be
transferred or assigned by any party hereto, other than by
operation of law, and shall inure to the benefit of and be binding
upon Buyer and Seller and their respective successors and assigns;
and may be executed 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. The section headings
contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date and year first above written.
ARUFINANCE N.V., an Aruba corporation
By:/s/
Corporate Agent, N.V.
GLOBAL CASINOS, INC., a Utah corporation
By:/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx, President
